Common use of Day-to-Day Management Clause in Contracts

Day-to-Day Management. (a) Assisted Care shall be responsible for locating sites for the development of the Company's facilities, and shall provide oversight of architectural design, design engineering, construction and such other services relating to the design and construction of each Assisted Living Facility. Assisted Care shall be responsible for obtaining all zoning changes, conditional use permits and other authorizations necessary or required to operate the Company's Assisted Living Facilities. After obtaining approval of the development sites by the Management Committee, the Company shall have the authority to enter into real estate purchase contracts, which contracts shall be executed by Assisted Care on the Company's behalf. (b) Atria shall be responsible for the operation of the Company of each of the Assisted Living Facilities once such facility has been constructed and a certificate of occupancy issued by the appropriate authorities. Atria shall have the right to designate one or more persons who have the responsibility and authority to direct the day-to-day control and management of each Assisted Living Facility of the Company. The rights and responsibilities of Atria as manager of each facility shall be as set forth in the Management Agreement, a copy of which is attached as Exhibit B to this Agreement. (c) Subject always to Section 8.1(e) hereof and the other limitations of this Agreement, the Members, and those persons authorized to act on their behalf regarding the business and affairs of the Company, shall have the right, power and authority, on behalf of the Company, to execute any document or take any action consistent with their respective responsibilities described in this Section 8.2, including entering into such agreements with professionals such as attorneys and other providers of services that the Company may need to accomplish its objectives. Notwithstanding anything herein to the contrary, neither of the Members, nor any of those persons authorized to act on their behalf regarding the business and affairs of the Company, may take any act, expend any sum, make any decision or incur any obligation on behalf of the Company with respect to any of the matters set forth in Section 8.1(e) without the prior approval of the Management Committee. Neither Member shall be deemed a "Manager," as that term is defined in the Act.

Day-to-Day Management. Subject to the provisions of Clause 5.11 (Decision making by the Board) and 5.15 (Reserved Matters) below and except as may be otherwise determined by the Board with approval of the Investor: (a) Assisted Care shall be responsible for locating sites for the development The day to day management of the Company's facilities, and shall provide oversight of architectural design, design engineering, construction and such other services relating to the design and construction of each Assisted Living Facility. Assisted Care shall be responsible for obtaining all zoning changes, conditional use permits and other authorizations necessary or required to operate the Company's Assisted Living Facilities. After obtaining approval of the development sites by the Management Committee, the Company shall have be conducted by the authority Promoters, who shall exercise such powers subject to enter into real estate purchase contracts, which contracts shall be executed by Assisted Care on the Company's behalfoverall supervision and control of the Board. (b) Atria The Board may establish separate audit committee, compensation committee and such other committees as may be decided by the Board to manage the affairs of the Company. The composition of all committees as may be established by the Company and the Board from time to time shall be such as may be agreed by the Board provided that the Investor shall at all times have a right to nominate 1 (one) member having voting rights on such committees (including any committees that are established at present). The nominees of the Investor and 1 (one) of the Promoters shall be required to be present to form a valid quorum at any meeting of such committees and the provisions of quorum for Board meetings shall apply, mutatis mutandis, for meetings of all committees of the Board. The Promoters agree, undertake and covenant that neither of them shall veto nor otherwise obstruct the appointment of the nominee of the Investor on the committees, in accordance with this Clause 5.10. No Reserved Matter can be resolved upon by a committee except with the prior written consent of the Investor in accordance with the provisions of Clause 5.15 (Reserved Matters). (c) The Investor Directors shall be non-executive Directors and shall not be liable to retire by rotation. The Investor Directors shall not be responsible for the operation of the Company of each of the Assisted Living Facilities once such facility has been constructed and a certificate of occupancy issued by the appropriate authorities. Atria shall have the right to designate one or more persons who have the responsibility and authority to direct the day-to-day control and management of each Assisted Living Facility of the Company. The rights and responsibilities of Atria as manager of each facility shall be as set forth in the Management Agreement, a copy of which is attached as Exhibit B to this Agreement. (c) Subject always to Section 8.1(e) hereof and the other limitations of this Agreement, the Members, and those persons authorized to act on their behalf regarding the business and affairs of the Company, shall have the right, power and authority, on behalf of the Company, to execute any document or take any action consistent with their respective responsibilities described in this Section 8.2, including entering into such agreements with professionals such as attorneys and other providers of services that the Company may need to accomplish its objectives. Notwithstanding anything herein to the contrary, neither of the Members, nor any of those persons authorized to act on their behalf regarding the business and affairs of the Company, may take any act, expend any sum, make any decision or incur any obligation on behalf of the Company with respect to and shall not be considered (unless otherwise specified under Applicable Law) as a “person-in-charge” “officer in default” or “occupier of premises” or “assessee in default” or “employer” or such similar positions. The Investor Directors being non-executive Directors shall not be liable for any default or failure of the matters set forth Company in Section 8.1(e) without complying with the prior approval provisions of the Management Committee. Neither Member shall be deemed a "Manager," as that term is defined in the Actany Applicable Law.

Day-to-Day Management. (a) Assisted Care shall be responsible for locating sites for Subject to the development oversight of the CompanyBoard and to RSVP's facilities, and shall provide oversight of architectural design, design engineering, construction and such other services relating to the design and construction of each Assisted Living Facility. Assisted Care shall be responsible for obtaining all zoning changes, conditional use permits and other authorizations necessary or required to operate the Company's Assisted Living Facilities. After obtaining approval of the development sites by the Management Committee, the Company shall have the authority to enter into real estate purchase contracts, which contracts shall be executed by Assisted Care on the Company's behalf. (b) Atria shall be responsible for the operation of the Company of each of the Assisted Living Facilities once such facility has been constructed and a certificate of occupancy issued by the appropriate authorities. Atria shall have the exclusive right to designate one or more persons who have the responsibility and authority to direct act on RSVP-Controlled Matters, the day-to-day control business and management affairs of each Assisted Living Facility the Company shall be conducted by the officers of the Company elected by the Board from time to time, who shall execute investment plans and budgets in furtherance of and in accordance with the approved Business Plan. Notwithstanding the foregoing, at least one officer of the Company, who shall be a Vice-President (the "RSVP Officer"), shall be appointed by the Managers designated by RSVP. The rights and responsibilities officers of Atria as manager the Company shall take all appropriate actions in furtherance of each facility Major Decisions approved by the Board. (b) Notwithstanding the foregoing, (i) the officers of the Company shall not have the authority to take any action which would constitute a Major Decision unless the Board shall have approved such action; (ii) no distributions shall be made pursuant to Article IV hereof or Article IV of the operating agreement of the Properties ---------- Company until RSVP has verified the accuracy of the calculation of such distributions; (iii) all written agreements to be entered into by the Company or a Company Subsidiary, regardless of amount or term, as set forth well as all oral agreements which would have a term of not less than six (6) months or a cost in excess of $10,000 per annum, must have the prior written approval of RSVP; provided, however, that such approval shall not be required for (x) construction contracts in which a Company Subsidiary will act as contractor or construction manager or (y) third party property management agreements in which a Company Subsidiary will act as manager, in each case if and to the extent that payments under such agreements will not exceed $50,000 per annum; and provided further that the prior written approval of RSVP shall not be required for real estate development activities, including agreements of sale or purchase options under which the Company or a Company Subsidiary is the purchaser and related diligence costs, which agreements provide that the other party does not have the right to specific performance of the agreement, and the financial exposure to the Company (including money at risk and deposits to be made) is less than $10,000, provided further that the aggregate financial exposure under all such agreements entered into under this provision within any period of twelve consecutive months shall not exceed $125,000; (iv) Company disbursements shall be approved as provided in SCHEDULE J hereto or as the Members may otherwise agree in writing; ---------- and (v) without the approval of the Board, neither the Company nor any Company Subsidiary shall directly engage in the Management Agreement, a copy transportation of which is attached as Exhibit B to this Agreementprisoners. (c) Subject always to Section 8.1(e) hereof and the other limitations of this Agreement, the Members, and those persons authorized to act on their behalf regarding the business and affairs The initial officers of the CompanyCompany shall be as follows: President: Xxxxxx X. Xxxxxxx Executive Vice President: Xxxx X. Xxxxxxxx Vice-President: Xxxxx X. Xxxxxx Vice-President: Xxxxx Xxxxxxxxx Secretary: Xxxx X. Xxxxxxxx Treasurer: Xxxx X. Xxxxxx, Xx. (d) The officers of the Company shall have the right, power following duties and authority, on behalf of the Company, to execute any document or take any action consistent with their respective responsibilities described in this Section 8.2, including entering into such agreements with professionals such as attorneys and other providers of services that the Company may need to accomplish its objectives. Notwithstanding anything herein subject to the contrary, neither of the Members, nor RSVP-Controlled Matters and any of those persons authorized to act on their behalf regarding the business and affairs of the Company, may take any act, expend any sum, make any decision or incur any obligation on behalf of the Company with respect to any of the matters set forth in Section 8.1(e) without the prior RSVP approval of the Management Committee. Neither Member shall be deemed a "Manager," as that term is defined in the Act.rights contained herein:

Day-to-Day Management. Termination of Property Management --------------------------------------------------------- Agreements and/or Development Agreements. ---------------------------------------- (a) Assisted Care shall be responsible for locating sites for the development of the Company's facilitiesThe Company has entered into agreements with Xxxx Real Estate Services, Inc. ("Manager") simultaneously herewith to manage, lease and shall provide oversight of architectural design, design engineering, construction and such other services relating to the design and construction of each Assisted Living Facility. Assisted Care shall be responsible for obtaining all zoning changes, conditional use permits and other authorizations necessary or required to otherwise operate the Company's Assisted Living Facilities. After obtaining approval of the development sites by the Management Committee, the Company shall have the authority to enter into real estate purchase contracts, which contracts shall be executed by Assisted Care Developed Properties on the Company's behalf. (b) Atria shall be responsible for the operation of the Company of each of the Assisted Living Facilities once such facility has been constructed and a certificate of occupancy issued by the appropriate authorities. Atria shall have the right to designate one or more persons who have the responsibility and authority to direct the day-to-day control basis as manager for the Company pursuant to the management and management leasing agreements (collectively, the "Property Management Agreements") between the Company and Manager substantially in the form set forth as Exhibit D annexed hereto and made a part hereof. Upon --------- a default by Manager under any Property Management Agreement, the Managing Member agrees to notify all Members of each Assisted Living Facility such default by Manager and to use its commercially reasonable efforts to cause Manager to cure any such default or to otherwise cure the same on behalf of Manager within the applicable cure period. If such default is of such a nature as to give the Company the right to terminate any Property Management Agreement pursuant to the terms thereof, and has not been cured within the applicable cure period, then upon the request and direction of NYSTRS the Managing Member agrees to terminate any or all of the Property Management Agreements as provided therein and NYSTRS shall have the right on behalf of the Company to terminate all such Property Management Agreements if the Managing Member has failed to give Manager a notice of termination within five (5) Business Days following notice by NYSTRS and to take all other action against Manager on behalf of the Company. The rights and responsibilities Company shall not cancel, extend or otherwise modify any of Atria as manager the Property Management Agreements or enter into another Property Management Agreement without the prior written consent of each facility the Management Committee. The Manager shall be as set forth in subject to the general supervision and control of the Managing Member and shall carry out all policy decisions made by the Company pursuant to the Property Management Agreement. Upon the termination of the employment of Manager or any successor manager, the Managing Member shall propose the employment of a copy new manager. The Manager shall not be authorized to lease any space at the Properties without the prior written approval of which is attached as Exhibit B the Company. Subject to this Agreement. (c) Subject always to Section 8.1(e) hereof and the other limitations provisions of this Agreement, the Members, and those persons Manager shall be authorized to act on their behalf regarding the business and affairs of the Company, shall have the right, power and authority, execute Leases on behalf of the Company, to execute any document or take any action consistent with their respective responsibilities described in this Section 8.2, including entering into such agreements with professionals such as attorneys and other providers of services that the Company may need to accomplish its objectives. Notwithstanding anything herein to the contrary, neither of the Members, nor any of those persons authorized to act on their behalf regarding the business and affairs signatory of the Company, when approved by the Company in accordance with the provisions of this Agreement. (b) The parties shall have the following rights upon termination of any one or more of the Property Management Agreements or the Development Agreements: (i) Notwithstanding any other term of this Agreement, should an Unpermitted Transfer on the part of the Xxxx Members occur, and should NYSTRS in its sole and absolute discretion elect to cause the Company to terminate any one or more of the Property Management Agreements or Development Agreements, and NYSTRS is hereby authorized to do so, or if any or all of the Property Management Agreements are terminated pursuant to Section 6.4(a), then during the sixty (60) day period after such termination NYSTRS, at its option, may take any actexercise sale rights for all the Properties pursuant to Section 8.6, expend any sum, make any decision or incur any obligation on behalf buy-sell rights for all the Properties pursuant to Section 8.7 or all of the Company Interests of the Xxxx Members pursuant to Section 8.8, at any time prior to or subsequent to the Lockout Date during such sixty (60) day period. Should NYSTRS not exercise such rights in a timely fashion, then the Xxxx Members, acting as a group, may exercise during the subsequent sixty (60) day period after termination of the initial sixty (60) day period, sale rights for all the Properties pursuant to Section 8.6 or buy-sell rights for all the Properties pursuant to Section 8.7 or all of the Company Interests of NYSTRS pursuant to Section 8.8. Should neither NYSTRS exercise such rights during the initial sixty (60) day period, nor the Xxxx Members exercise such rights during the subsequent sixty (60) day period, then neither NYSTRS or the Xxxx Members shall have the right to exercise any sale rights pursuant to Section 8.6 or buy-sell rights pursuant to Section 8.7 or Section 8.8 in connection with respect to the particular Unpermitted Transfer in question, other than as otherwise permitted by clause (ii) below or Article VIII. Further, if any of the matters set forth in Section 8.1(eProperty Management Agreements or Development Agreements are electively terminated pursuant to the terms thereof, or due to an Owner's default not caused by the Xxxx Members, then the Xxxx Members, acting as a group, may exercise the foregoing rights during the subsequent sixty (60) without day period after such termination. (ii) Should an Unpermitted Transfer by a Xxxx Member occur, and should NYSTRS elect not to cause the prior approval Company to terminate any one or more of the --- Property Management CommitteeAgreements or Development Agreements, then during the ensuing year after the Unpermitted Transfer NYSTRS, at its option, may exercise sale rights for all of the Properties pursuant to Section 8.6 or buy-sell rights for all of the Properties pursuant to Section 8.7 or all of the Company Interests of the Xxxx Members pursuant to Section 8.8, at any time prior to or subsequent to the Lockout Period during such one (1) year period. Neither Member Should NYSTRS not exercise such rights during such one (1) year period then NYSTRS shall be deemed a "Manager," not have the right to exercise any sale rights pursuant to Section 8.6 or buy-sell rights pursuant to Section 8.7 or Section 8.8 in connection with the particular Unpermitted Transfer in question, other than as that term is defined in the Actotherwise permitted by Article VIII.