Common use of Managing Committee Clause in Contracts

Managing Committee. The Members shall have responsibility for the management, supervision and control of the Company through its managing committee (the “Committee”), which shall be responsible for the establishment of policy and operating procedures respecting the business affairs of the Company and the Subsidiaries in its good-faith business judgment. No action shall be taken, nor shall obligations be incurred or amounts expended, by the Company without the unanimous consent of the members of the Committee, except to the extent expressly provided herein or otherwise delegated by the Committee. The day to day operations of the Senior Living Facilities shall be managed by the Property Manager or another Property Manager acceptable to the Committee, pursuant to the terms, conditions and limitations set forth in the Management Agreements. Subject to Section 6.3, the Committee shall at all times consist of four (4) members, two (2) of whom shall be appointed by CNL, and two (2) by ARC. Each Member may appoint an alternate for each member appointed by it to the Committee, who shall have all the powers of the Committee member in his absence or inability to serve. Each Member shall have the power to remove any member or alternative member of the Committee appointed by it, with or without cause, by delivering written notice of such removal to the Company and to the other Member in the manner required by Section 14.3. Vacancies on the Committee shall be filled by the Member that appointed the Committee member previously holding the position which is then vacant. Each Committee member shall be entitled to cast one (1) vote with respect to any decision made by the Committee, provided that the members who are actually present at a meeting of the Committee shall be entitled to cast the vote of the member not present who was appointed by the same Member as the member casting the vote. The Committee shall meet at least semiannually, upon thirty (30) days’ written notice to all members, at the offices of the Company or by conference call with the results confirmed in writing or by facsimile (unless such meeting shall be waived by all members thereof), or, in the event of an emergency, on the call of any two (2) Committee members upon two (2) Business Days’ notice to all Committee members by telephone, electronic mail, telex, telecopy or telegraph. An agenda for each meeting shall be prepared in advance by the Members in consultation with each other. A quorum shall be present at such meetings to constitute a meeting of the Committee members pursuant to this Section 6.1. Absent the occurrence of a Committee Reduction Event, three (3) members of the Committee shall constitute a quorum. In the event a Committee Reduction Event shall occur, the two (2) members of the Committee appointed by CNL shall constitute a quorum. Absent the occurrence of a Committee Reduction Event and except as specifically set forth herein to the contrary where certain rights are granted to individual Members, the casting of four (4) concurring votes shall be required for all actions of the Committee except adjournment (which shall only require the concurring vote of a majority of the members present), and four (4) concurring votes shall constitute the approval by the Committee of the matter being considered and shall be binding on the Company and the Members for all matters, including, without limitation, financing, refinancing, sale of some or all of the Company’s assets and dissolution of the Company. Upon the occurrence of a Committee Reduction Event, the casting of two (2) concurring votes shall be required in all instances in the preceding sentence requiring the casting of four (4) concurring votes. The Committee may act without a meeting if the action taken is unanimously approved in advance in writing by the Committee members. The Committee shall cause written minutes to be prepared of all actions taken by the Committee and shall deliver a copy thereof to each member of the Committee within seven (7) days after the date of the meeting. Such minutes shall be prepared by one of the Committee members appointed by ARC. Back to Table of Contents

Managing Committee. The Members shall have responsibility for the management, supervision and control of the Company through its managing committee (the “Committee”), which shall be responsible for the establishment of policy and operating procedures respecting the business affairs of the Company and the its Subsidiaries in its good-faith business judgment. No action shall be taken, nor shall obligations be incurred or amounts expendedexpended (other than in accordance with any Annual Capital Budget or any Annual Operating Budget which has been approved by the Committee), by the Company without the unanimous consent of the members of the Committee, except to the extent expressly provided herein or otherwise delegated by the Committee. The day to day operations of the Senior Living Facilities Projects shall be managed by the Initial Subsidiary Property Manager or another Subsidiary Property Manager acceptable to the Committee, pursuant to the terms, conditions and limitations set forth in the Subsidiary Management Agreements. Subject to Section 6.3, the The Committee shall at all times consist of four (4) members, two (2) of whom shall be appointed by CNLSHP, and two (2) by ARC. Each Member may appoint an alternate for each member appointed by it to the Committee, who shall have all the powers of the Committee member in his absence or inability to serve. Each Member shall have the power to remove any member or alternative member of the Committee appointed by it, with or without cause, it by delivering written notice of such removal to the Company and to the other Member in the manner required by Section 14.315.1. Vacancies on the Committee shall be filled by the Member that appointed the Committee member previously holding the position which is then vacant. Each Committee member shall be entitled to cast one (1) vote with respect to any decision made by the Committee, provided that the members who are actually present at a meeting of the Committee shall be entitled to cast the vote of the member not present who was appointed by the same Member as the member casting the vote. The Committee shall meet at least semiannually, upon thirty (30) days’ written notice to all members, at the offices of the Company or by conference call with the results confirmed in writing or by facsimile (unless such meeting shall be waived by all members thereof), or, in the event of an emergency, on the call of any two (2) Committee members upon two (2) Business Daysbusiness days’ notice to all Committee members by telephone, electronic mail, telex, telecopy or telegraph. An agenda for each meeting shall be prepared in advance by the Members in consultation with each other. A quorum shall be present at such meetings to constitute a meeting of the Committee members pursuant to this Section 6.1. Absent the occurrence of a Committee Reduction Event, three Three (3) members of the Committee shall constitute a quorum. In the event a Committee Reduction Event shall occur, the two (2) members of the Committee appointed by CNL shall constitute a quorum. Absent the occurrence of a Committee Reduction Event and except Except as specifically set forth herein to the contrary where certain rights are granted to individual Members, the casting of four (4) concurring votes shall be required for all actions of the Committee except adjournment (which shall only require the concurring vote of a majority of the members votes present), and four (4) concurring votes shall constitute the approval by the Committee of the matter being considered and shall be binding on the Company and the Members for all matters, including, without limitation, financing, refinancing, sale of some or all of the Company’s assets and dissolution of the Company. Upon the occurrence of a Committee Reduction Event, the casting of two (2) concurring votes shall be required in all instances in the preceding sentence requiring the casting of four (4) concurring votes. The Committee may act without a meeting if the action taken is unanimously approved in advance in writing by the Committee members. The Committee shall cause written minutes to be prepared of all actions taken by the Committee and shall deliver a copy thereof to each member of the Committee within seven (7) days after the date of the meeting. Such minutes shall be prepared by one of the Committee members appointed by ARC. Back Each Subsidiary has four (4) officers designated by the Committee. The Committee may change the designations of any officers of any Subsidiary upon the unanimous consent of the Committee. All the officers of each Subsidiary shall be entitled to Table execute leases, resident agreements and service contracts on behalf of Contentsthe Subsidiary (and/or may delegate such signing authority to the Initial Property Manager) so long as such documents are consistent with the then current approved Annual Operating Budget but the officers of such Subsidiary may not otherwise execute any documents on behalf of the Subsidiary without the unanimous approval of the Committee; provided, however, that the officers designated by SHP as its representatives to each Subsidiary (initially Xxxx Xxxx and Xxxx Xxxx) may execute any and all documents on behalf of the Subsidiary to take actions which SHP, in its capacity as a member, has the sole and exclusive right to undertake pursuant to the provisions of Section 6.7 of this Agreement; provided, further, that Xxxx Xxxxxxxx has been authorized to execute closing documents on behalf of the Company with respect to the initial acquisition of the Portfolio and the obtaining of the Initial Financing.

Managing Committee. The Members shall have responsibility for the management, supervision and control of the Company through its managing committee (the “Committee”), which shall be responsible for the establishment of policy and operating procedures respecting All the business affairs of the Company and the Subsidiaries in its good-faith business judgment. No action shall be taken, nor shall obligations be incurred or amounts expended, by the Company without the unanimous consent of the members of the Committee, except to the extent expressly provided herein or otherwise delegated by the Committee. The day to day operations of the Senior Living Facilities this trust shall be managed by the Property Manager or another Property Manager acceptable to the Committeeand transacted, pursuant to the terms, conditions and limitations set forth in the Management Agreements. Subject to Section 6.3, the Committee shall at all times consist powers and duties of four (4) members, two (2) of whom trustee shall be appointed directed and controlled, by CNLa managing committee, and two (2) by ARCto be composed of persons who are required to be beneficiaries of this trust. Each Member may appoint an alternate for each member appointed by it to the Committee, who shall have all All of the powers and duties of the Committee member in his absence or inability to serve. Each Member shall have the power to remove any member or alternative member of the Committee appointed managing committee may be exercised by it, with or without cause, by delivering written notice of such removal to the Company and to the other Member in the manner required by Section 14.3. Vacancies on the Committee shall be filled by the Member that appointed the Committee member previously holding the position which is then vacant. Each Committee member shall be entitled to cast one (1) vote with respect to any decision made by the Committee, provided that the members who are actually present at a meeting of the Committee shall be entitled to cast the vote of the member not present who was appointed by the same Member as the member casting the vote. The Committee shall meet at least semiannually, upon thirty (30) days’ written notice to all members, at the offices of the Company or by conference call with the results confirmed in writing or by facsimile (unless such meeting shall be waived by all members thereof), or, in the event of an emergency, on the call of any two (2) Committee members upon two (2) Business Days’ notice to all Committee members by telephone, electronic mail, telex, telecopy or telegraph. An agenda for each meeting shall be prepared in advance by the Members in consultation with each other. A quorum shall be present at such meetings to constitute a meeting of the Committee members pursuant to this Section 6.1. Absent the occurrence of a Committee Reduction Event, three (3) members of the Committee shall constitute a quorum. In the event a Committee Reduction Event shall occur, the two (2) members of the Committee appointed by CNL shall constitute a quorum. Absent the occurrence of a Committee Reduction Event and except as specifically set forth herein to the contrary where certain rights are granted to individual Members, the casting of four (4) concurring votes shall be required for all actions of the Committee except adjournment (which shall only require the concurring vote of a majority of the committee, with the same effect as if all had joined in. The members present)of the managing committee may make such rules and regulations they may deem necessary or proper respecting the time, place, and four (4) concurring votes shall constitute conduct of their meetings. For the approval by the Committee time being and until their successors are elected or appointed, _________, _________, and _________ are appointed members of this committee. Any member of the matter being considered managing committee now acting, or elected or appointed in the future, may resign at any time by giving xxxx' written notice of his or her intention to do so to the remaining members of the committee and to trustee. In case of a vacancy in the managing committee, resulting from death, resignation, disqualification, or other cause, the remaining members of the committee shall have full power to appoint a successor, provided that in all cases of appointment of new members of the committee, written notice is given to the trustee of the appointment. It is the intent here that there shall be at all times not less than two members of the committee, and that trustee shall have full knowledge at all times of the personnel of the managing committee. No appointment made under the provisions of this section shall become effective and binding on until the Company same has been ratified and confirmed by an instrument in writing delivered to trustee, signed by holders owning in the Members aggregate not less than [two-thirds] of the shares. Until notified in writing of the death or resignation under the provisions here of a member for all mattersthe time being of the managing committee, including, without limitation, financing, refinancing, sale trustee is authorized to consider that person as still a member of some the managing committee and may act accordingly under any or all of the Company’s assets and dissolution provisions of the Company. Upon the occurrence of a Committee Reduction Event, the casting of two (2) concurring votes shall be required in all instances in the preceding sentence requiring the casting of four (4) concurring votes. The Committee may act without a meeting if the action taken is unanimously approved in advance in writing by the Committee members. The Committee shall cause written minutes to be prepared of all actions taken by the Committee and shall deliver a copy thereof to each member of the Committee within seven (7) days after the date of the meeting. Such minutes shall be prepared by one of the Committee members appointed by ARC. Back to Table of Contentsthis agreement.