Removal Conduct means any of the following circumstances:
Removal Conduct means any of the following circumstances: with respect to the General Partner, Fund Manager, any of the Key Persons and any of their respective Affiliates, any conduct or lack of conduct that constitutes any of the following: fraud, bad faith or willful misconduct; gross negligence or reckless disregard in relation to activities of the Fund; either (A) a breach of Section 20.5 (Standard of Care), or (B) a material breach of any of the other terms of this Agreement or of any other Fund Document; a material violation of securities, commodities, AML/OFAC or corrupt practice laws, rules or regulations, provided that, other than in the case of the Key Persons, such violations are limited to conduct or lack of conduct in relation to the activities of the Fund; criminal conduct; provided that, other than in the case of the Key Persons, such conduct is limited to crimes related and material to the duties to and with respect to the General Partner, the Fund Manager or any Fund Vehicle, and for which the maximum sentence is more than a fine; or any order, judgment or decree of any court, arbitral tribunal or regulatory authority which prohibits, prevents or materially impairs such Person from carrying on its duties or performing its obligations with respect to the Fund; and with respect to the General Partner and the Fund Manager, insolvency, administration, dissolution, liquidation, involuntary reorganization, bankruptcy or suspension of payments (or equivalent under foreign law).
Removal Conduct with respect to the General Partner, the Fund Manager, any of the Key Persons and any of their respective Affiliates means any conduct or lack thereof amounting to: fraud, bad faith or wilful misconduct; gross negligence or reckless disregard in relation to activities of the Fund; material breach of the Partnership Agreement or breach of the standard of care; material violation of securities, commodities, AML/OFAC or corrupt practice laws, rules or regulations in relation to the activities of the Fund; criminal conduct; any order, judgment or decree of any court, arbitral tribunal or regulatory authority which prohibits, prevents or materially impairs such Person from carrying on its duties or performing its obligations with respect to the Fund; and with respect to the General Partner and the Fund Manager only: insolvency, administration, dissolution, liquidation, involuntary reorganization, bankruptcy or suspension of payments. Upon the removal or termination of the Fund for Removal Conduct, the General Partner will not to be entitled to receive further carried interest distributions [and any amounts thereof retained in escrow will be distributed to the Limited Partners]. In respect of its Commitment, the removed General Partner shall be treated as a Limited Partner and it and the Affiliated Partners shall not be obliged to invest in new Portfolio Investments, should the Investors elect to appoint a new general partner and continue the Fund. Removal of the General Partner Without Cause The Limited Partners may at any time remove and replace the General Partner or terminate the Fund by written notice approved by at least 75% in Interest. Upon such removal or termination of the Fund, the General Partner shall be entitled to receive further distributions of Carried Interest [immediately and automatically reduced to [•]% of the Carried Interest to which it is otherwise entitled] with respect to Portfolio Investments made prior to such removal (but not with respect to any Portfolio Investment made thereafter). In respect of its Commitment, the removed General Partner shall be treated as a Limited Partner and it and the Affiliated Partners shall not be obliged to invest in new Portfolio Investments, should the Investors elect to appoint a new general partner and continue the Fund. Appointment of Replacement General Partner A Majority in Interest may approve the appointment of a replacement general partner following the removal of the General Partner for cause o...
Examples of Removal Conduct in a sentence
The General Partner shall notify the Limited Partners immediately upon any occurrence of any Removal Conduct.
The Trustee, at its knowledge, shall promptly notify the Holders of any such determination that the Manager has engaged in Removal Conduct.
The Manager may be removed as the manager of the Trust by the Holders Meeting in accordance with section 4.5(b)(ii) of the Trust Agreement within 180 (one hundred and eighty) days after it is determined, by a final and non-appealable judgment of a court of competent jurisdiction, that the Manager has engaged in Removal Conduct in respect of the Trust; provided, that the Holders Meeting has designated a replacement manager that is a Person permitted by applicable law to act as manager of the Trust.
Upon the removal or termination of the Fund for Removal Conduct, the General Partner will not to be entitled to receive further carried interest distributions [and any amounts thereof retained in escrow, if any, will be distributed to the Limited Partners].
More Definitions of Removal Conduct
Removal Conduct of our Managers means (i) fraud, malice, bad faith, or gross negligence by our Manager in the provision of services in accordance with our Management Agreement and our Trust Agreement, as determined in a final and nonappealable resolution issued by a corresponding judicial body which, in each case brings about an adverse material effect on Trust Equity; (ii) a definitive and nonappealable sentence by a corresponding judicial body which declares the insolvency or bankruptcy or similar proceedings of the Manager; or (iii) if the Manager stops being Prologis Property México, S.A. de
Removal Conduct means, with respect to any Person, (a) gross negligence in the operation of the Fund (including (i) in the performance of such Person’s fiduciary duties, as such duties are modified by this Agreement, and (ii) any grossly negligent violation of non-
Removal Conduct means, (a) with respect to the Manager (i) fraud, (ii) dolo, or (iii) gross negligence which has a material adverse effect on the business of the Trust Estate taken as a whole; in each case as determined by a final and non-appealable judgment issued by a court of competent jurisdiction; and (b) if the Manager ceases to be a Macquarie Entity without the prior approval of the Holders Meeting.
Removal Conduct means with respect to the General Partner, the Fund Manager, any of the Key Persons and any of their respective Affiliates means, any conduct or lack thereof amounting to: (i) fraud, bad faith or , [wilful misconduct; ,] [intentional or gross fault,]38 theft misappropriation of property, embezzlement or breach of trust, [determined in a final, non-appealable judgment by a court of competent jurisdiction]; (ii) [gross]39 negligence or reckless disregard[or intentional or gross fault] in relation to activities of the Fund; [determined in a final, non-appealable judgment by a court of competent jurisdiction]; (iii) material breach of the Partnership Agreement, the Management Agreement [or of any other Fund Document] or breach of the standard of care;, which have not been remedied within [60] days; (iv) material violation of securities, commodities, AML/OFAC or corrupt practice laws, rules or regulations in relation to the activities of the Fund; (v) criminal conduct; (vi) any order, judgment or decree of any court, arbitral tribunal or regulatory authority which prohibits, prevents or materially impairs such Person from carrying on its duties or performing its obligations with respect to the Fund; and (vii) with respect to the General 37 See the definition of “Removal Conduct” in the CVCA LPA and related footnotes. See Article 10 (Removal of the General Partner; Termination of the Fund ) of the CVCA LPA.