Common use of Duties and Conflicts Clause in Contracts

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) “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 be entitled to consider only such 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, 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 opportunity” 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, neither SLR nor any of its Affiliates, directly or indirectly, shall at any time during which SLR is a Member, and for a period of two (2) years thereafter: (a) participate in the de novo development or construction of any Competing Community; (b) 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 apply to any recommendation of the removal or transfer of a resident or patient if it is in the best interest of the care of the resident 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, and Sentio shall have all the rights and remedies available to it under this Agreement and under applicable law or in equity. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 5.7.3 shall survive: (a) SLR’s ceasing to be a member of the Company for any reason, and (b) the expiration or sooner termination of this Agreement.

Duties and Conflicts. 5.7.1 The Members6.10.1 Notwithstanding any other provision of this Agreement, unless otherwise expressly set forth in Section 6.10.2, none of the Directors (in the case of ▇▇▇▇▇▇▇, in connection with his capacity as a Director only, without limiting any obligations under his employment agreement or as an officer of the Company or otherwise) or Members or any of their respective dutiesAffiliates, responsibilitiesmembers, rights and obligations hereunderequity holders, partners, employees, agents, representatives or other related persons (each, a “Related Person”), as applicable, 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 be liable to the Company, Company or any other Member or Person for any breach of any implied duty of loyalty or due care or any other Person bound by this Agreement. So long fiduciary duty, other than as a Member result of any acts or omissions not committed 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 or 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 equityinvolve intentional misconduct. The provisions of this Agreement, to To the extent that they expandthat, restrict or eliminate the duties and Liabilities of a Member otherwise existing at law or in equity, are agreed by any Related Person, ▇▇▇▇▇▇▇ (in his capacity as a Director only, without limiting any obligations under his employment agreement or as an officer of the Members Company or otherwise) or any other Director has duties (including fiduciary duties) and liabilities relating thereto to replace fully and completely the Company or to another Member or Director, (a) neither the Related Person or any other Director acting under this Agreement shall be 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 in accordance with the provisions of this Agreement and (b) the Related Person’s or such other Director’s duties and Liabilities of each Member. Subject liabilities are hereby restricted by and subject in all respects to the foregoingprovisions of this 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, but notwithstanding anything else whenever in this Agreement to or in any other such agreement the contrary Board or otherwise applicable law, whenever a any Member is permitted or the Members are required or permitted to make a decision, take decision or approve determination or provide an action, approval or omit to do any of the foregoing: consent (ai) “in its “determination”, “sole determination”, “discretion,” or “sole discretion”, under a similar grant of similar authority or latitude, latitude or without an in the absence of any other express standard of behavior stated herein or therein (including, without limitation, standards such as “reasonable”applicable), then each 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, including its own, factors as it desires, including its own interests and shall, the interests of its Affiliates in addition to the fullest extent permitted by lawinterests of, or factors affecting, the Company or the other Members, and shall have no duty or obligation to consider give any consideration to any interest of, or factors affecting, the Company, any Member or any other interests or factors whatsoever (other than the duty to act in good faith)Person, or (bii) with an in its “good faith” or under another express standard of behavior (includingstandard, without limitation, standards the Directors or such as “reasonable”), then each Member shall comply with act under such express standard but standard, shall not be subject to any other, other or different standard imposed by applicable law 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 equity or otherwise and its Affiliates may engage make determinations or invest in, and devote its and exercise 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, 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 opportunity” 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 discretion differently with respect to any opportunity. 5.7.3 different Members. Notwithstanding anything to contained herein, the contrary in Doc#: US1:15482657v3 provisions of this Agreement, unless approved by the Managing Member in its sole and absolute discretion, neither SLR nor any of its Affiliates, directly or indirectly, shall at any time during which SLR is a Member, and for a period of two (2) years thereafter: (a) participate in the de novo development or construction of any Competing Community; (b) 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 Section 6.10 shall not apply to any recommendation Director in his capacity as a paid officer or employee of the removal or transfer of a resident or patient if it is in the best interest of the care of the resident or patient. Any violation of this Section 5.7.3 by SLR Company or any of its Affiliates shall be deemed a Material Default by SLR, and Sentio shall have all the rights and remedies available to it under this Agreement and under applicable law or in equity. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 5.7.3 shall survive: (a) SLR’s ceasing to be a member of the Company for any reason, and (b) the expiration or sooner termination of this AgreementSubsidiaries.

Duties and Conflicts. 5.7.1 The Members6.10.1 Notwithstanding any other provision of this Agreement, unless otherwise expressly set forth in Section 6.10.2, none of the Directors (in the case of the CEO Director, in connection with his capacity as a Director only, without limiting any obligations under such Director’s employment agreement or as an officer of the Company or otherwise) or Members or any of their respective dutiesAffiliates, responsibilitiesmembers, rights and obligations hereunderequity holders, partners, employees, agents, representatives or other related persons (each, a “Related Person”), as applicable, 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 be liable to the Company, Company or any other Member or Person for any breach of any implied duty of loyalty or due care or any other Person bound by this Agreement. So long fiduciary duty, other than as a Member result of any acts or omissions not committed 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 or 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 equityinvolve intentional misconduct. The provisions of this Agreement, to To the extent that they expandthat, restrict or eliminate the duties and Liabilities of a Member otherwise existing at law or in equity, are agreed by any Related Person, the Members CEO Director (in his capacity as a Director only, without limiting any obligations under such Director’s employment agreement or as an officer of the Company or otherwise) or any other Director has duties (including fiduciary duties) and liabilities relating thereto to replace fully and completely the Company or to another Member or Director, (a) neither the Related Person or any other Director acting under this Agreement shall be 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 in accordance with the provisions of this Agreement and (b) the Related Person’s or such other Director’s duties and Liabilities of each Member. Subject liabilities are hereby restricted by and subject in all respects to the foregoingprovisions of this 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, but notwithstanding anything else whenever in this Agreement to or in any other such agreement the contrary Board or otherwise applicable law, whenever a any Member is permitted or the Members are required or permitted to make a decision, take decision or approve determination or provide an action, approval or omit to do any of the foregoing: consent (ai) “in its “determination”, “sole determination”, “discretion,” or “sole discretion”, under a similar grant of similar authority or latitude, latitude or without an in the absence of any other express standard of behavior stated herein or therein (including, without limitation, standards such as “reasonable”applicable), then each 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, including its own, factors as it desires, including its own interests and shall, the interests of its Affiliates in addition to the fullest extent permitted by lawinterests of, or factors affecting, the Company or the other Members, and shall have no duty or obligation to consider give any consideration to any interest of, or factors affecting, the Company, any Member or any other interests or factors whatsoever (other than the duty to act in good faith)Person, or (bii) with an in its “good faith” or under another express standard of behavior (includingstandard, without limitation, standards the Directors or such as “reasonable”), then each Member shall comply with act under such express standard but standard, shall not be subject to any other, other or different standard imposed by applicable law 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 equity or otherwise and its Affiliates may engage make determinations or invest in, and devote its and exercise 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, 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 opportunity” 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 discretion differently 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, neither SLR nor any of its Affiliates, directly or indirectly, shall at any time during which SLR is a Member, and for a period of two (2) years thereafter: (a) participate in the de novo development or construction of any Competing Community; (b) 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 apply to any recommendation of the removal or transfer of a resident or patient if it is in the best interest of the care of the resident 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, and Sentio shall have all the rights and remedies available to it under this Agreement and under applicable law or in equitydifferent Members. Notwithstanding anything to the contrary in this Agreementcontained herein, the provisions of this Section 5.7.3 6.10 shall survive: (a) SLR’s ceasing not apply to be any Director in his capacity as a member paid officer or employee of the Company for or any reason, and (b) the expiration or sooner termination of this Agreementits Subsidiaries.