Misconduct Claim definition
Misconduct Claim includes, without limitation any actions, allegations, claims, disputes, or suits relating to: (i) harassment, whether or not meeting the legal definition of actionable harassment, discrimination, or retaliation; (ii) if made to a subordinate service provider of the Company or any Company Subsidiary: (A) sexual advances, (B) lewd or sexually explicit comments, or (C) the sending of sexually explicit images or messages (excluding sexually explicit images or messages that are part of programing of legitimate works for the Company); (iii) if made to a Person who has not invited such conduct and, at the time, would reasonably regard the maker of the advances or comments as having the power to influence or impair the recipient’s career advancement or the success of the recipient’s business projects: (A) sexual advances or (B) sexually explicit comments; or (iv) retaliatory act for refusing or opposing any of the above.
Misconduct Claim means an Action or material internal claim or report alleging sexual or other discriminatory harassment, discrimination, or retaliation that could reasonably be expected to bring the Company into public contempt or ridicule or be materially injurious to the business or reputation of the Company or of its executives.
Misconduct Claim means (a) sexual harassment, whether or not meeting the legal definition of actionable harassment, that would reasonably be expected to be materially injurious to the business or reputation of the Company, (b) if made to a subordinate service provider of the Company: (i) sexual advances, (ii) lewd or sexually explicit comments, or (iii) the sending of sexually explicit images or messages (excluding sexually explicit images or messages that are part of programing of legitimate works for the Company), (c) if made to a person who has not invited such conduct and, at the time, would reasonably regard the maker of the advances or comments as having the power to influence or impair the recipient’s career advancement or the success of the recipient’s business projects: (i) sexual advances or (ii) sexually explicit comments or (d) any retaliatory act for refusing or opposing any of the above.
Examples of Misconduct Claim in a sentence
Since January 1, 2018, no Executive Officer has engaged in any act that would reasonably be expected to give rise to a Misconduct Claim relating to the Company’s workplace that has, or would reasonably be expected to, result in material Liability or reputational harm to the Company.
Except as set forth in Schedule 3.10(i), to the knowledge of the Company, since January 1, 2018, no Misconduct Claim has been made, or is currently pending or threatened by any current or former Service Provider against any current or former Company Employee with respect to conduct relating to the Company’s workplace that has, or would reasonably be expected to, result in material Liability or reputational harm to the Company.
No Group Company has terminated the employment or engagement of any Company Service Provider related to any Misconduct Claim, or entered into any settlement or settlement discussions, non-disclosure agreement or similar agreement with any employee regarding a Misconduct Claim or a violation of any Anti-discrimination Laws.
Notwithstanding the foregoing, the Company's and CEI's release and discharge of Claims does not include any Claims based on intentional tortious conduct, intentional breach of any fiduciary duty or any other intentional misconduct (collectively, "Intentional Misconduct Claims") except to the extent that an Intentional Misconduct Claim is currently known to the Company and CEI.
Since March 2, 2021, the Company has not terminated any current or any former employee related to any Misconduct Claim, or entered into any settlement or settlement discussions with any person regarding a Misconduct Claim.
More Definitions of Misconduct Claim
Misconduct Claim means a claim, notice, demand or complaint by or on behalf of a current or former Service Provider received in writing by the Company or Parent, or filed with a Governmental Entity that alleges (a) sexual harassment or any other unlawful act of a similar nature; (b) other (non-sexual) harassment, that could reasonably be expected to bring into public contempt or ridicule or be materially injurious to the business or reputation of the Company; (c) if made to a subordinate Service Provider: (i) sexual advances, (ii) lewd or sexually explicit comments, or (iii) the sending of sexually explicit images or messages (excluding sexually explicit images or messages that are part of programing of legitimate works for the Company); (d) if made to a person who has not invited such conduct and, at the time, could reasonably regard the maker of the advances or comments as having the power to influence or impair the recipient’s career advancement or the success of the recipient’s business projects: (i) sexual advances or (ii) sexually explicit comments; or (e) retaliatory act for refusing or opposing any of the above.
Misconduct Claim has the meaning set forth in Section 22(e) of Annex F.
Misconduct Claim includes, without limitation any actions, allegations, claims, disputes, or suits relating to: (i) harassment, whether or not meeting the legal definition of actionable harassment, discrimination, or retaliation; (ii) endangerment with respect to the business or workplace of the Company or any Company service providers, (iii) if made to a subordinate service provider of the Company or any Company Subsidiary: (A) sexual advances, (B) lewd or sexually explicit comments, or (C) the sending of sexually explicit images or messages (excluding sexually explicit images or messages that are part of programing of legitimate works for the Company); (iv) if made to a Person who has not invited such conduct and, at the time, would reasonably regard the maker of the advances or comments as having the power to influence or impair the recipient’s career advancement or the success of the recipient’s business projects: (A) sexual advances or (B) sexually explicit comments; or (v) retaliatory act for refusing or opposing any of the above.
Misconduct Claim includes, without limitation: (i) sexual harassment, gender discrimination, or any other unlawful act of a similar nature; (ii) harassment, discrimination, or any other unlawful act of a similar nature directed at an individual due to a characteristic protected by applicable Anti-discrimination Laws, including race, religion, national origin, age, sex, disability, sexual orientation or gender identity or expression; (iii) other acts of a similar nature, whether or not they meet the legal definition of actionable harassment, that could reasonably be expected to bring the Company into public contempt or ridicule or be injurious to the business or reputation of the Company or of its executives or employees in a material way; (iv) if made to (A) a subordinate employee or (B) a person who has not invited such conduct and, at the time, could reasonably regard the maker of the advances or comments as having the power to influence or impair the recipient’s career advancement or the success of the recipient’s business projects: sexual advances, lewd or sexually explicit comments, the sending of sexually explicit images, making or sending verbal or written statements or graphic images intended to insult, offend, threaten or be derogatory to individuals based on a characteristic protected in the applicable Anti-discrimination Laws, including without limitation, through social media posts; or (v) a retaliatory act for refusing or opposing any of the above. No Group Company has terminated the employment or engagement of any Company Service Provider related to any Misconduct Claim, or entered into any settlement or settlement discussions, non-disclosure agreement or similar agreement with any employee regarding a Misconduct Claim or a violation of any Anti-discrimination Laws.
Misconduct Claim shall include, without limitation: (i) sexual harassment or any other unlawful act of a similar nature; (ii) other acts of a similar nature, whether or not meeting the legal definition of actionable harassment, that could reasonably be expected to bring the Company or any Subsidiary thereof into public contempt or ridicule or be materially injurious to the business or reputation of the Company, its Subsidiaries or any of their respective executives; (iii) if made to a subordinate service provider of the Company or any Subsidiary thereof: (A) sexual advances, (B) lewd or sexually explicit comments, or (C) the sending of sexually explicit images or messages (excluding sexually explicit images or messages that are part of programing of legitimate works for the Company or such Subsidiary); (iv) if made to a person who has not invited such conduct and, at the time, could reasonably regard the maker of the advances or comments as having the power to influence or impair the recipient’s career advancement or the success of the recipient’s business projects: (A) sexual advances or (B) sexually explicit comments; or (v) retaliatory act for refusing or opposing any of the above.
Misconduct Claim shall have the meaning ascribed to it in Section 2.18(j).
Misconduct Claim means any claim relating to: