Misconduct Claim includes: (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 an Acquired Company; (b) if made to a subordinate service provider of an Acquired 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 an Acquired 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) retaliatory act for refusing or opposing any of the above.
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.
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.
Examples of Misconduct Claim in a sentence
Since the Lookback Date, neither the Company nor any of its Subsidiaries has entered into any material settlement agreement, tolling agreement, non-disparagement agreement, confidentiality agreement or non-disclosure agreement, relating to any Misconduct Claim.
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.
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.
More Definitions of Misconduct Claim
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, without limitation: (i) unlawful harassment and/or discrimination, or any other unlawful act of a similar nature; (ii) if made to an employee, independent contractor or customer who has not invited such conduct; and (iii) any unlawful retaliatory act for refusing or opposing any of the foregoing.
Misconduct Claim means any claim relating to:
Misconduct Claim has the meaning set forth in Section 22(e) of Annex F.
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 have the meaning ascribed to it in Section 2.18(j).
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.