Common use of Duties and Conflicts Clause in Contracts

Duties and Conflicts. (a) The Manager shall devote such time to the Company’s business as it, in its sole discretion, may deem to be necessary or desirable in connection with the Manager’s responsibilities and duties hereunder. (b) The Manager shall not be liable to the Company or any Member for action or inaction taken in good faith for a purpose that was reasonably believed to be in the best interests of the Company; for losses due to such action or inaction; or for the negligence, dishonesty or bad faith of any employee, broker or other agent of the Company, provided that such employee, broker or agent was selected, engaged or retained with reasonable care. The Manager may consult with counsel and accountants on matters relating to the Company and shall be fully protected and justified in acting in accordance with the advice of counsel or accountants, provided that such counsel or accountants shall have been selected with reasonable care. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 4.2 shall not be construed so as to relieve (or attempt to relieve) any person of any liability incurred (a) as a result of recklessness or intentional wrongdoing, or (b) to the extent that such liability may not be waived, modified or limited under applicable law. (c) Except as otherwise provided herein, the Manager shall have no duty or obligation to consult with or seek the advice of the Members.

Duties and Conflicts. 5.7.1 The Members, in connection with their respective duties, responsibilities, rights and obligations hereunder, shall at all times have a duty to act in good faith, but recognizing that each Member may act in its own economic self-interest and in accordance with such tax and business objectives as it deems appropriate or desirable for such Member and shall not have any fiduciary duties to the Company, any other Member or any other Person bound by this Agreement. So long as a Member acts in good faith and in accordance with the express provisions of this Agreement, such Member shall not be in breach of any duties (including any fiduciary duties that may otherwise be imposed by law) or have any Liabilities to the Company, any other Member or any other Person bound by this Agreement, whether at law or in equity. The provisions of this Agreement, to the extent that they expand, restrict or eliminate the duties and Liabilities of a Member otherwise existing at law or in equity, are agreed by the Members to replace fully and completely such other duties and Liabilities of each Member. Subject to the foregoing, but notwithstanding anything else in this Agreement to the contrary or otherwise applicable law, whenever a Member or the Members are required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing: (a) The Manager “in its discretion,” under a similar grant of authority or latitude, or without an express standard of behavior (including, without limitation, standards such as “reasonable”), then each Member shall devote be entitled to consider only such time interests and factors, including its own, as it desires, and shall, to the fullest extent permitted by law, have no duty or obligation to consider any other interests or factors whatsoever (other than the duty to act in good faith), or (b) with an express standard of behavior (including, without limitation, standards such as “reasonable”), then each Member shall comply with such express standard but shall not be subject to any other, different or additional standard (other than the standard of good faith). 5.7.2 Notwithstanding the provisions of Section 5.7.1, but subject to the provisions of Section 5.7.3, each Member and its Affiliates may engage or invest in, and devote its and their time to, any other business venture or activity of any nature and description, whether or not such activities are considered competitive with the Company’s , its Subsidiaries or the businesses of any of them (the “Right to Compete”), and neither the Company nor any other Member shall have any right by virtue of this Agreement or the relationship created hereby in or to such other venture or activity of any Member (or to the income or proceeds derived therefrom), and the pursuit of such other venture or activity shall not be deemed wrongful or improper. The Right to Compete of each Member and its Affiliates does not require the notice to, approval from, or other sharing with, any of the other Members or the Company. The legal doctrines of “corporate opportunity,” “business as itopportunity” and similar doctrines shall not be applied to any such competitive venture or activity of a Member or its Affiliates. No Member or its Affiliates shall have any obligation to the Company or its other Members with respect to any opportunity. 5.7.3 Notwithstanding anything to the contrary in this Agreement, unless approved by the Managing Member in its sole and absolute discretion, may deem to be necessary neither SLR nor any of its Affiliates, directly or desirable indirectly, shall at any time during which SLR is a Member, and for a period of two (2) years thereafter: (a) participate in connection with the Manager’s responsibilities and duties hereunder.de novo development or construction of any Competing Community; (b) The Manager acquire any fee, leasehold, management or other interest in any Competing Community (other than the Competing Communities identified on Exhibit D); or (c) if SLR or any of its Affiliates operates or manages a Competing Community (including the Competing Communities identified on Exhibit D hereto), transfer any executive director or sales and marketing director of any Community to such Competing Community or, except as reasonably necessary to provide residents or patients with an alternative level of care not provided at a Community, recommend the removal or transfer of a resident or patient from such Community to such Competing Community; provided, however, that the foregoing restriction shall not be liable apply to any recommendation of the Company removal or any Member for action transfer of a resident or inaction taken in good faith for a purpose that was reasonably believed to be patient if it is in the best interests interest of the Company; for losses due to such action or inaction; or for the negligence, dishonesty or bad faith of any employee, broker or other agent care of the Companyresident or patient. Any violation of this Section 5.7.3 by SLR or any of its Affiliates shall be deemed a Material Default by SLR, provided that such employee, broker and Sentio shall have all the rights and remedies available to it under this Agreement and under applicable law or agent was selected, engaged or retained with reasonable carein equity. The Manager may consult with counsel and accountants on matters relating Notwithstanding anything to the Company and shall be fully protected and justified contrary in acting in accordance with the advice of counsel or accountants, provided that such counsel or accountants shall have been selected with reasonable care. Notwithstanding any of the foregoing to the contrarythis Agreement, the provisions of this Section 4.2 5.7.3 shall not be construed so as to relieve (or attempt to relieve) any person of any liability incurred survive: (a) as SLR’s ceasing to be a result member of recklessness or intentional wrongdoingthe Company for any reason, or and (b) to the extent that such liability may not be waived, modified expiration or limited under applicable lawsooner termination of this Agreement. (c) Except as otherwise provided herein, the Manager shall have no duty or obligation to consult with or seek the advice of the Members.

Duties and Conflicts. (a) The Manager shall devote such time to the Company’s business as it, in its sole discretion, may deem to be necessary or desirable in connection with the Manager’s responsibilities and duties hereunder. (b) The Manager shall not be liable to the Company or any Member for action or inaction taken in good faith for a purpose that was reasonably believed to be in the best interests of the Company; for losses due to such action or inaction; or for the negligence, dishonesty or bad faith of any employee, broker or other agent of the Company, provided that such employee, broker or agent was selected, engaged or retained with reasonable care. The Manager may consult with counsel and accountants on matters relating to the Company and shall be fully protected and justified in acting in accordance with the advice of counsel or accountants, provided that such counsel or accountants shall have been selected with reasonable care. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 4.2 shall not be construed so as to relieve (or attempt to relieve) any person of any liability incurred (a1) as a result of recklessness or intentional wrongdoing, or (b2) to the extent that such liability may not be waived, modified or limited under applicable law. (c) Notwithstanding any other provision of this Agreement, to the extent that, at law or in equity, the Manager or any other indemnitee would have duties (including fiduciary duties) to the Company, to any Member, to any Person who acquires an interest in the Company or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by law, and replaced with the duties expressly set forth herein. (d) Except as otherwise provided herein, the Manager shall have no duty or obligation to consult with or seek the advice of the Members.

Duties and Conflicts. (a) The Manager shall devote such time to the Company’s business as it, in its sole discretion, may deem to be necessary or desirable in connection with the Manager’s responsibilities and duties hereunder. (b) The Manager shall not be liable to the Company or any Member for action or inaction taken in good faith for a purpose that was reasonably believed to be in the best interests of the Company; for losses due to such action or inaction; or for the negligence, dishonesty or bad faith of any employee, broker or other agent of the Company, provided that such employee, broker or agent was selected, engaged or retained with reasonable care. The Manager may consult with counsel and accountants on matters relating to the Company and shall be fully protected and justified in acting in accordance with the advice of counsel or accountants, provided that such counsel or accountants shall have been selected with reasonable care. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 4.2 4.02 shall not be construed so as to relieve (or attempt to relieve) any person of any liability incurred (a) as a result of recklessness or intentional wrongdoing, or (b) to the extent that such liability may not be waived, modified or limited under applicable law. (c) Except as otherwise provided herein, the Manager shall have no duty or obligation to consult with or seek the advice of the Members.

Duties and Conflicts. 6.10.1 Notwithstanding any other provision of this Agreement, unless otherwise expressly set forth in Section 6.10.2, none of the Directors (a) The Manager shall devote such time to in the Company’s business as itcase of Xxxxxxx, in its sole discretionhis capacity as a Director only, may deem to be necessary without limiting any obligations under his employment agreement or desirable in connection with as an officer of the Manager’s responsibilities and duties hereunder. Company or otherwise) or Members or any of their respective Affiliates, members, equity holders, partners, employees, agents, representatives or other related persons (b) The Manager each, a “Related Person”), as applicable, shall not be liable to the Company or any other Member or Person for action any breach of any implied duty of loyalty or inaction taken due care or any other fiduciary duty, other than as a result of any acts or omissions not committed in good faith for or that involve intentional misconduct. To the extent that, at law or in equity, any Related Person, Xxxxxxx (in his capacity as a purpose that was reasonably believed to be in the best interests Director only, without limiting any obligations under his employment agreement or as an officer of the Company; for losses due to such action Company or inaction; otherwise) or for the negligence, dishonesty or bad faith of any employee, broker or other agent of the Company, provided that such employee, broker or agent was selected, engaged or retained with reasonable care. The Manager may consult with counsel Director has duties (including fiduciary duties) and accountants on matters liabilities relating thereto to the Company and or to another Member or Director, (a) neither the Related Person or any other Director acting under this Agreement shall be fully protected liable to the Company or to any such other Member or Director (if applicable) to the extent such Related Person or other Director acted in good faith absent intentional misconduct and justified in acting in accordance with the advice provisions of counsel this Agreement and (b) the Related Person’s or accountants, provided that such counsel or accountants shall have been selected with reasonable care. Notwithstanding any of the foregoing other Director’s duties and liabilities are hereby restricted by and subject in all respects to the contrary, the provisions of this Section 4.2 shall not be construed so as Agreement. To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Agreement or in any other such agreement the Board or any Member is permitted or required to relieve make a decision or determination or provide an approval or consent (i) in its “determination”, “sole determination”, “discretion” or attempt to relieve) any person “sole discretion”, under a grant of similar authority or latitude or in the absence of any liability incurred other express standard stated herein or therein (a) as a result applicable), the Directors or such Member shall be entitled to act in their sole discretion, make decisions in its sole determination and consider only such interests and factors as it desires, including its own interests and the interests of recklessness or intentional wrongdoingits Affiliates in addition to the interests of, or (b) to the extent that such liability may not be waived, modified or limited under applicable law. (c) Except as otherwise provided hereinfactors affecting, the Manager Company or the other Members, and shall have no duty or obligation to consult give any consideration to any interest of, or factors affecting, the Company, any Member or any other Person, or (ii) in its “good faith” or under another express standard, the Directors or such Member shall act under such express standard, shall not be subject to any other or different standard imposed by applicable law or equity or otherwise and may make determinations or exercise their discretion differently with respect to different Members. Notwithstanding anything contained herein, the Doc#: US1:15482657v3 provisions of this Section 6.10 shall not apply to any Director in his capacity as a paid officer or seek the advice employee of the MembersCompany or any of its Subsidiaries.

Duties and Conflicts. (a) The Manager Each Member expressly acknowledges that: (i) the other Members and their respective Affiliates currently have or may in the future have other business interests, business opportunities, assets, activities and investments (the “Other Business Interests”), (ii) no Member shall devote such time have any right, title, interest or claim in or to the Company’s business Other Business Interests of any other Member or the income, profits or losses derived therefrom, by virtue of owning a Membership Interest in the Company or being a party to this Agreement, and (ii) the pursuit of such Other Business Interests by a Member shall not be deemed wrongful or improper, except as it, provided for in its sole discretion, may deem to be necessary or desirable in connection with the Manager’s responsibilities and duties hereunderSection 4.4(b). (b) The Manager shall not be liable to Notwithstanding the Company or any Member for action or inaction taken provisions of Section 4.4(a), the Members expressly acknowledge and agree that they each (i) will operate in good faith for a purpose that was reasonably believed with respect to be in the best interests Business and affairs of the Company; for losses due to such action or inaction; or for the negligence, dishonesty or bad faith of any employee, broker or other agent of the Company, provided that such employee, broker or agent was selected, engaged or retained with reasonable care. The Manager may consult with counsel and accountants on matters relating to the Company and shall be fully protected (ii) will not knowingly and justified in acting in accordance directly compete with the advice of counsel Business or accountantsprovide any goods or services to, provided or for, any business that competes directly with the Business as such counsel or accountants shall have been selected Business is conducted from time to time with reasonable care. Notwithstanding any the prior approval of the foregoing Board, it being acknowledged that OP may (without being deemed to the contrary, the provisions of have violated this Section 4.2 shall not be construed so as 4.4(b)) provide connectivity to relieve (or attempt customers who, in turn and without the direct involvement of OP, use such services to relieve) any person of any liability incurred (a) as a result of recklessness or intentional wrongdoing, or (b) to compete with the extent that such liability may not be waived, modified or limited under applicable lawBusiness. (c) Except as otherwise expressly provided hereinfor in Section 4.4(b) hereof, to the fullest extent permitted by the LLC Act and other applicable law, no Member shall be a fiduciary of, or have any fiduciary duties or obligations to, the Manager shall other Members in connection with the Company or this Agreement or such Member’s performance of its obligations under this Agreement, and each Member hereby waives to the fullest extent permitted by the LLC Act and other applicable law any rights it may have no to claim any breach of any standard of care or duty (fiduciary or obligation to consult other) under this Agreement or in connection with or seek the advice of the MembersCompany.

Duties and Conflicts. 6.10.1 Notwithstanding any other provision of this Agreement, unless otherwise expressly set forth in Section 6.10.2, none of the Directors (a) The Manager shall devote such time to in the Company’s business as itcase of the CEO Director, in its sole discretionhis capacity as a Director only, may deem to be necessary without limiting any obligations under such Director’s employment agreement or desirable in connection with as an officer of the Manager’s responsibilities and duties hereunder. Company or otherwise) or Members or any of their respective Affiliates, members, equity holders, partners, employees, agents, representatives or other related persons (b) The Manager each, a “Related Person”), as applicable, shall not be liable to the Company or any other Member or Person for action any breach of any implied duty of loyalty or inaction taken due care or any other fiduciary duty, other than as a result of any acts or omissions not committed in good faith for or that involve intentional misconduct. To the extent that, at law or in equity, any Related Person, the CEO Director (in his capacity as a purpose that was reasonably believed to be in the best interests Director only, without limiting any obligations under such Director’s employment agreement or as an officer of the Company; for losses due to such action Company or inaction; otherwise) or for the negligence, dishonesty or bad faith of any employee, broker or other agent of the Company, provided that such employee, broker or agent was selected, engaged or retained with reasonable care. The Manager may consult with counsel Director has duties (including fiduciary duties) and accountants on matters liabilities relating thereto to the Company and or to another Member or Director, (a) neither the Related Person or any other Director acting under this Agreement shall be fully protected liable to the Company or to any such other Member or Director (if applicable) to the extent such Related Person or other Director acted in good faith absent intentional misconduct and justified in acting in accordance with the advice provisions of counsel this Agreement and (b) the Related Person’s or accountants, provided that such counsel or accountants shall have been selected with reasonable care. Notwithstanding any of the foregoing other Director’s duties and liabilities are hereby restricted by and subject in all respects to the contrary, the provisions of this Section 4.2 shall not be construed so as Agreement. To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Agreement or in any other such agreement the Board or any Member is permitted or required to relieve make a decision or determination or provide an approval or consent (i) in its “determination”, “sole determination”, “discretion” or attempt to relieve) any person “sole discretion”, under a grant of similar authority or latitude or in the absence of any liability incurred other express standard stated herein or therein (a) as a result applicable), the Directors or such Member shall be entitled to act in their sole discretion, make decisions in its sole determination and consider only such interests and factors as it desires, including its own interests and the interests of recklessness or intentional wrongdoingits Affiliates in addition to the interests of, or (b) to the extent that such liability may not be waived, modified or limited under applicable law. (c) Except as otherwise provided hereinfactors affecting, the Manager Company or the other Members, and shall have no duty or obligation to consult give any consideration to any interest of, or factors affecting, the Company, any Member or any other Person, or (ii) in its “good faith” or under another express standard, the Directors or such Member shall act under such express standard, shall not be subject to any other or different standard imposed by applicable law or equity or otherwise and may make determinations or exercise their discretion differently with respect to different Members. Notwithstanding anything contained herein, the provisions of this Section 6.10 shall not apply to any Director in his capacity as a paid officer or seek the advice employee of the MembersCompany or any of its Subsidiaries.