Removal Conduct definition

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 means any of the following circumstances: 1.1.52.1. with respect to the General Partner, any conduct or lack of conduct that constitutes any of the following: 1.1.52.1.1. fraud, bad faith, theft, misappropriation of property, embezzlement or breach of trust, determined in a final, non-appealable judgment by a court of competent jurisdiction; 1.1.52.1.2. gross negligence or intentional or gross fault in relation to activities of the Partnership determined in a final, non- appealable judgment by a court of competent jurisdiction; 1.1.52.1.3. a material violation of securities, commodities, anti- money laundering or corrupt practice laws, rules or regulations, provided that, such violations are limited to conduct or lack of conduct in relation to the activities of the Partnership; 1.1.52.1.4. criminal conduct; provided that, such conduct is limited to crimes related and material to the duties to and with respect to the General Partner, and for which the maximum sentence is more than a monetary fine; 1.1.52.1.5. 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 Partnership; or 1.1.52.1.6. any insolvency, administration, dissolution, liquidation, involuntary reorganization, bankruptcy or suspension of settlements (or equivalent under foreign law) in respect of the General Partner.

Examples of Removal Conduct in a sentence

  • At any time after the entry of final non-appealable verdict, judgment, order or injunction by a court of competent jurisdiction has confirmed that Removal Conduct has occurred, a written notice by the Partnership may be delivered to the General Partner by any Limited Partner informing it that the Limited Partners are electing to remove the General Partner (such notice, a "Removal For Cause Notice").

  • Each Limited Partner hereby unconditionally and irrevocably makes, constitutes and appoints the General Partner, and any successor to the General Partner under the terms of this Agreement, at any time prior to the occurrence of any Removal Conduct, as its true and lawful attorney and agent, with full power of substitution and authority in the name, place and stead of the Limited Partner to: RainFin.


More Definitions of Removal Conduct

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...
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 any of the following circumstances: 1.1.54.1. with respect to the General Partner, any conduct or lack of conduct that constitutes any of the following: 1.1.54.1.1. fraud, bad faith, theft, misappropriation of property, embezzlement or breach of trust, determined in a final, non-appealable judgment by a court of competent jurisdiction;
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.
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-

Related to Removal Conduct

  • criminal conduct means conduct which—

  • Unprofessional conduct means the same as that term is defined in

  • Sexual conduct means vaginal intercourse between a male and female; anal intercourse, fellatio, and cunnilingus between persons regardless of gender; and, without privilege to do so, the insertion, however slight, of any part of the body or any instrument, apparatus, or other object into the vaginal or anal cavity of another. Penetration, however slight, is sufficient to complete vaginal or anal intercourse.

  • Medical condition means either of the following:

  • Terminal condition means an incurable condition caused by injury, disease, or illness that according to reasonable medical judgment will produce death within six months, even with available life-sustaining treatment provided in accordance with the prevailing standard of medical care.

  • Unlawful conduct means the same as that term is defined in Sections 58-1-501 and 58-17b-501.

  • General Condition means these General Terms and Conditions of Contract.

  • Emergency medical condition means a medical condition manifesting itself by acute symptoms of recent onset and sufficient severity (including severe pain), such that a prudent layperson, who possesses an average knowledge of health and medicine, could reasonably expect the absence of immediate medical care could result in:

  • Environmental Condition means any condition or circumstance, including the presence of Hazardous Substances which does or would (i) require assessment, investigation, abatement, correction, removal or remediation under any Environmental Law, (ii) give rise to any civil or criminal Liability under any Environmental Law, (iii) create or constitute a public or private nuisance or (iv) constitute a violation of or non-compliance with any Environmental Law.

  • Abnormal Condition means any condition on the Interconnection Facilities which, determined in accordance with Good Utility Practice, is: (i) outside normal operating parameters such that facilities are operating outside their normal ratings or that reasonable operating limits have been exceeded; and (ii) could reasonably be expected to materially and adversely affect the safe and reliable operation of the Interconnection Facilities; but which, in any case, could reasonably be expected to result in an Emergency Condition. Any condition or situation that results from lack of sufficient generating capacity to meet load requirements or that results solely from economic conditions shall not, standing alone, constitute an Abnormal Condition.

  • Current significant investigative information means investigative information that a licensing board, after an inquiry or investigation that includes notification and an opportunity for the audiologist or speech-language pathologist to respond, if required by state law, has reason to believe is not groundless and, if proved true, would indicate more than a minor infraction.

  • Environmental Audit means, with respect to each Property, a Phase One environmental site assessment (the scope and performance of which meets or exceeds the then most current ASTM Standard Practice E1527 for Environmental Site Assessments: Phase One Environmental Site Assessment Process) of such Property.