Finding of Cause definition

Finding of Cause means a written determination by Fund Investors by a Majority Fund Vote that the Managing General Partner has committed willful malfeasance in the performance of any of its material duties under this Agreement or has committed gross negligence, willful misconduct or fraud which is the primary cause of a material adverse effect on the Partnership and has continued without being substantially cured for a period of at least thirty Business Days after the date upon which written notice shall have been given to the Managing General Partner by Fund Investors pursuant to a Majority Fund Vote stating that they believe such willful malfeasance, gross negligence, willful misconduct or fraud has occurred and identifying with reasonable particularity the actions constituting or resulting in such willful malfeasance, gross negligence, willful misconduct or fraud; provided, however, that the Managing General Partner shall have the right to dispute any determination that such willful malfeasance, gross negligence, willful misconduct or fraud has occurred or is continuing or that such willful malfeasance, gross negligence, willful misconduct or fraud is the primary cause of a material adverse effect on the Partnership and, if the Managing General Partner does so, a Finding of Cause shall not become effective until the date upon which the dispute with respect to such determination has been resolved (whether by agreement between the Managing General Partner and Fund Investors by a Majority Fund Vote or as a result of a judgment or award in any judicial proceeding). Any determination of or by the Fund Investors, and the effectiveness, of any Finding of Cause may be rescinded or withdrawn at any time by the Fund Investors by a Majority Fund Vote.
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Finding of Cause. As defined in Section 10.2(a).
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Finding of Cause. As defined in Section 2.2(c).
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Examples of Finding of Cause in a sentence

  • Any determination of or by the Fund Investors, and the effectiveness, of any Finding of Cause may be rescinded or withdrawn at any time by the Fund Investors by a Majority Fund Vote.

  • Any Trustee may be removed by the Shareholders by a Majority Shareholder Vote, and the Shareholders may, by a Majority Shareholder Vote, require the removal of any Officer, if a Finding of Cause with respect to such Trustee or Officer shall have been made and shall have become effective and shall not have been withdrawn or rescinded in accordance with the provisions of this Section 2.2(c).

  • Any determination by the Shareholders, and the effectiveness, of any Finding of Cause, may be rescinded or withdrawn at any time by the Shareholders by a Majority Shareholder Vote.

  • If the Executive’s employment is terminated (i) by the Company with Cause or (ii) by Executive when grounds for Cause exist (and the Company delivers to the Executive a Finding of Cause within 180 days following the Termination Date), no further payments will be made pursuant to this Agreement, except for the Accrued Benefits.

  • Cause shall cease to exist for an event 180 days after the later of its occurrence or the actual knowledge by any member of the Board (other than the Executive) of such event, unless the Board has given the Executive a Finding of Cause or other written notice thereof prior to such date.


More Definitions of Finding of Cause

Finding of Cause. As defined in Section 10.2(a). “Fiscal Quarter”: As defined in Section 2.8. “Fiscal Year”: As defined in Section 2.8. “Fund”: As defined in Section 5.1(a). “Fund Entity”: As defined in Section 5.1(a). “Fund Investor”: As defined in Section 5.1(a). “Fund Vote”: As defined in Section 11.6(g). “Funded Commitment”: As defined in Section 3.2(a). “GAAP”: Generally accepted accounting principles in the United States, consistently applied. “GM Investor Rights Agreement”: The Amended and Restated Investor Rights Agreement, dated as of December 23, 2003, among Hines, the Partnership, NY Trust, General Motors Investment Management Corporation and the other Persons party thereto. “Gross Asset Value”: With respect to any Partnership asset, the asset’s adjusted basis for federal income tax purposes, except as follows: (i) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, as determined by the Managing General Partner and agreed to by the Contributing Partner; (ii) The Gross Asset Value of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the Managing General Partner (which determination shall be based upon, and consistent with, the most recent Current Market Values), as of the following times: (a) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property as consideration for an interest in the Partnership; (c) the
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Related to Finding of Cause

  • Constructive Termination Without Cause means a termination of the Executive's employment at his initiative as provided in this Section 10(c) following the occurrence, without the Executive's written consent, of one or more of the following events (except as a result of a prior termination):

  • Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.

  • Voluntary Termination for Good Reason means the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • For Cause means: