Definition of cause (LLC Manager)

term for cause (LLC)

Termination for “Cause” refers to termination because a Manager (1) abandons, ceases, or voluntarily terminates the Manager’s Services for any reason; (2) is convicted of, or enters a plea of guilty or nolo contendere to, a crime that (A) is punishable by a custodial penalty, instead of or in addition to a fine or other noncustodial penalty, (B) is related to the Manager’s Services, or (C) involves dishonesty, theft, or fraud; (3) is negligent, is reckless, or engages in intentional misconduct that results in a material adverse effect on the business or the reputation of the Company or any of its subsidiaries or other affiliates; (4) fails to perform the Manager’s Services or duties to the Company or to any of its subsidiaries, after the Company has provided written notice of such failure; (5) engages in willful misconduct, misfeasance or malfeasance of duty causing a violation of any law that is detrimental  to the Company or its subsidiaries or other affiliates; (6) breaches a duty owed to the Company or its subsidiaries or other affiliates, which breach is materially detrimental to the Company; or (7) breaches any of the provisions of the Operating Agreement to the detriment of the Company; provided, however, that in the case of items (3) – (7), “Cause” will not exist if the breach, failure, misconduct, misfeasance, malfeasance, or other action is capable of being cured and is cured within ten (10) business days after the Company provides the Manager with written notice of such alleged breach, failure, misconduct, misfeasance, malfeasance, or other action (which notice must contain a reasonably specific description of the facts supporting the allegation).