Examples of Bad Conduct in a sentence
Notwithstanding the foregoing, no Covered Person shall be entitled to be indemnified by the Company to the extent any such Damages are covered by insurance maintained by or for the benefit of such Covered Person or to the extent such Damages are incurred by such Covered Person by reason of such Covered Person's Bad Conduct or breach of this Agreement or any Affiliate Agreement.
An arbitrator’s determination of Bad Conduct shall not be binding on Administrative Member in any way, other than to give Non-Administrative Member the right to initiate the Buy-Sell Election described in Section 12.6 or to replace Administrative Member, but shall not be a determination of Bad Conduct, or an admission of Bad Conduct, for the purpose of any suit for damages, criminal prosecution, any other arbitration, litigation or dispute resolution proceeding or for any other purpose.
Within ten (10) days after Non-Administrative Member gives the Bad Conduct Notice, either Member shall give the other Member a notice (i) that it desires to initiate the Buy-Sell Election described in Section 12.6 or (ii) that it desires to submit the question of whether or not Administrative Member engaged in Bad Conduct to arbitration.
Pursuant to this Section 3, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding if Indemnitee did not engage in Bad Conduct in connection the matter(s) giving rise to such Proceeding.
Notwithstanding the foregoing, LIMCO is not obligated to defend or indemnify Company to the extent the Claim arises out of the negligence or Bad Conduct of any Company Parties.
If Non-Administrative Member makes a good faith determination that Administrative Member has engaged in Bad Conduct, it may deliver a notice to Administrative Member (a “Bad Conduct Notice”).
If the arbitrator determines that Bad Conduct of Administrative Member has occurred, (a) either Administrative Member or Non-Administrative Member may initiate the Buy-Sell Election set forth in Section 12.6 by notice given to the other Member, and (b) regardless of whether any Buy-Sell Election is timely made, Non- Administrative Member delivering the Bad Conduct Notice shall automatically and immediately be deemed to have been appointed as Administrative Member hereunder.
The Bad Conduct Notice shall set forth a reasonably detailed explanation of the basis for Non-Administrative Member’s allegation of Bad Conduct.
Notwithstanding the foregoing, Company is not obligated to defend or indemnify LIMCO to the extent the Claim arises out of the negligence or Bad Conduct of any LIMCO Parties.
Notwithstanding anything to the contrary contained herein, in the event TNHC GP is removed as the “general partner” of the Owner under the Company Agreement due to Material Bad Conduct, any unpaid fees accrued prior to the date on which the Material Bad Conduct occurred shall be forfeited.