Manager Cause definition

Manager Cause has the meaning ascribed to such term in Section 10.3(c).
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Manager Cause means any reason for termination of this Agreement set forth in Section 13(e).
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Manager Cause means the commission by the Manager, acting in its capacity as such, of fraud, willful misconduct or gross negligence or the occurrence of an Event of Default of the Manager pursuant to Section 8.1(a) or (c).
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Examples of Manager Cause in a sentence

  • Manager may, without payment of the Termination Fee, (i) elect not to renew this Agreement at the expiration of any one-year term described in Section 13(a), or (ii) terminate this Agreement at any time without Manager Cause.

  • If the Dealer Manager desires to terminate this Agreement due to the occurrence of any of the Dealer Manager Cause Events specified in subsections (a), (b), or (c) above, the Dealer Manager will give prompt written notice thereof to the Company, and in no event later than seven (7) calendar days after the date the Dealer Manager becomes aware of the occurrence of such Dealer Manager Cause Event.

  • Manager may terminate this Agreement (i) upon written notice to the applicable Company following Manager Cause, as defined herein, (ii) following the fifth (5th) anniversary of the date hereof, on each anniversary of the date hereof by providing written notice to the applicable Company no later than 180 days prior to the date of such anniversary, or (iii) by mutual written agreement of the Parties or as otherwise provided herein.

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  • The Manager may be removed as Manager of a Holding Company, and the contractual relationship hereunder between the Manager and such Holding Company will be terminated with respect to such Holding Company, if the members of such Holding Company request termination of the Manager’s services hereunder upon a determination that there is Manager Cause, or otherwise as provided for in such Holding Company’s LLC Agreement.

  • If Manager elects not to renew this Agreement, or to terminate this Agreement without Manager Cause, the Manager shall (i) deliver to the Company a written notice (the “Manager Termination Notice”) specifying the date, which may not be less than six (6) months from the date of the Manager Termination Notice, on which this Agreement shall terminate (the “Effective Manager Termination Date”).

  • Unless the parties mutually agree to terminate this Management Services Agreement, neither party shall be entitled to terminate this Management Services Agreement prior to the expiration of the Term unless a party's breach gives rise to a termination for Business Manager Cause or Practice Cause pursuant to Section 8.2(a) or (b) hereof, as the case may be.

  • The right of first offer contained in this Section 3.1 is in effect, and applies only to a Transfer occurring, during the two (2) year period following expiry or termination of the Management Agreement, provided that such right of first offer will not be in effect if such termination is pursuant to Manager Breach, Manager Cause or Section 10.4(a) of the Management Agreement.

  • City of Mesquite and Cliff Keheley, in his Official Capacity as Mesquite City Manager, Cause No. DC-20-19115 – Filed 12-28-2015.

  • Upon the occurrence of a Successor Manager Cause Event, whether or not the BHMF Member elects to remove the Successor Manager as provided in Section 6.9(c), the BHMF Member may elect to designate an Administrator and cause the Venture to engage such Administrator on the same basis as provided in this Section 6.9(d).


More Definitions of Manager Cause

Manager Cause means the occurrence of both of the following: (a) the Manager has been convicted of, has entered a plea of guilty or nolo contendre with respect to, or has entered into a plea bargain or settlement admitting guilt for, a crime, which conviction, plea bargain or settlement is demonstrably and materially injurious to the Company; and (b) a majority of the outstanding Common Shares elect to terminate the Management Agreement.
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Manager Cause means, (i) a material violation of applicable law relating to the Manager’s advisory business that could have a material adverse effect on the Manager’s ability to perform its obligations under this Agreement; or (ii) the gross negligence, willful misconduct or reckless disregard of any of the obligations of the Manager under this Agreement. Upon Manager’s receipt of notice of a party’s intention to recapture or terminate the Reinsurance Agreement, Manager shall immediately cease acquisition of additional investments for such Account(s), except that the Company shall cause the Accounts to honor any trades (or term sheets) agreed to but not settled before the date the Manager actually receives such notice. Following receipt of notice of termination above, Manager shall be paid any Base Management Fee (as defined in Exhibit A) for its Services until the Termination Effective Time. Manager may resign at any time for any Account upon provision of 3 days’ prior written notice to the Company; provided such resignation shall be effective only upon naming a replacement (which shall be effectuated by the Company in not less than 30 days and otherwise in accordance with Exhibit A). As soon as practicable after the Termination Effective Time or the resignation of Manager, Manager shall provide the Company with a final report containing the same information as required by Section 7 of this Agreement. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement shall relieve any Party from any liability incurred by such Party under this Agreement prior to the date of such termination.
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Related to Manager Cause

  • For Cause means:

  • 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.

  • Without Cause means a termination of the Executive’s employment by the Company other than for a termination for Cause or due to Disability.

  • 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):

  • 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.

  • Just Cause means:

  • Due Cause means any of the following events:

  • Termination for Cause means termination because of: (1) Executive's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses), final cease and desist order or material breach of any provision of this Agreement which results in a material loss to the Institution or the Holding Company, or (2) Executive's conviction of a crime or act involving moral turpitude or a final judgement rendered against Executive based upon actions of Executive which involve moral turpitude. For the purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interests of the Institution or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 8 hereof through the Date of Termination, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Institution, the Holding Company or any subsidiary or affiliate thereof, vest. At the Date of Termination, such stock options and related limited rights and any such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Termination for Cause.

  • with cause means: (i) any material breach of the Agreement by Sub-Adviser; (ii) any federal or state regulatory violation by Sub-Adviser; and (iii) any material financial or other impairment that in the reasonable judgment of CSIM impairs Sub-Adviser’s ability to perform the Services.

  • Constructive Termination means:

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Termination Without Cause means a Separation as a result of a termination of the Executive’s employment by the Company without Cause and other than as a result of Disability.

  • 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.

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.

  • Continuous Service means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law.

  • Continuous Status as a Director means the absence of any interruption or termination of service as a Director.

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Employment Termination Date means, with respect to a Participant, the first day upon which the Participant no longer has an employment or service relationship with the Company or any Related Company.

  • Good Cause means:

  • Good Reason means:

  • Termination Other Than For Cause means termination by the Company of Employee's employment by the Company for reasons other than those which constitute Termination for Cause.

  • Involuntary Termination means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An Involuntary Termination does not include any other termination of your employment, including a termination due to your death or disability.

  • Employment Termination means the effective date of: (i) Executive’s voluntary termination of employment with the Company with Good Reason, or (ii) the termination of Executive’s employment by the Company without Good Cause.

  • Resignation for Good Reason means a Separation as a result of your resignation within 12 months after one of the following conditions has come into existence without your consent: