Page 41 - New Empire Affinitas Life Senior Housing Division

a) Except as otherwise specifically provided herein, neither the Manager, nor, as applicable, their
respective members, shareholders, partners, agents, representatives, directors, officers or employees
will be liable, responsible or accountable in damages or otherwise to the Company or to any
Member for any act or omission performed or omitted on behalf of the Company in good faith and
in a manner reasonably believed by it to be within the scope of the authority granted to it by this
Agreement and in the best interests of the Company, unless a court of competent jurisdiction, upon
entry of a final judgment, has found that such act or omission was due to willful misconduct, gross
negligence, fraud or breach of fiduciary duty.
b) Except as otherwise specifically provided herein, the Manager will not be personally liable for the
return or payment of all or any portion of the Capital Contribution of or distributions to any Member
(or any successor, assignee or transferee thereof), it being expressly agreed that any such return of
Capital Contribution or distributions pursuant to this Agreement will be made solely from the assets
of the Company.
c) The Company will indemnify and exonerate to the fullest extent permitted by law (subject to
the limitations of this Section) each Member, and the Manager (each, an “Indemnified Party”) and,
as applicable, their respective members, shareholders, partners, agents, representatives, directors,
officers and employees against any losses, claims, damages or liabilities (including legal or other
expenses reasonably incurred in investigating or defending against any such loss, claim, damages
or liability), joint or several, arising out of such Indemnified Party’s activities or involvement with
the Company for or on behalf of the Company performed in good faith and in a manner reasonably
believed by it to be within the scope of the authority granted to it by this Agreement and in the best
interests of the Company, except for acts which are determined by a court of competent jurisdiction,
upon entry of a final judgment, to constitute gross negligence, willful misconduct, fraud or breach
of fiduciary duty. The Company will advance and pay the expenses incurred by a person or entity
indemnified hereunder in settling a claim or in defending a civil action prior to its final disposition
if such action relates to duties and services performed by the indemnified person or entity on behalf
of the Company, upon receipt of an undertaking of the indemnified person or entity to repay such
expenses if it is adjudicated not to be entitled to indemnification.
6.6. Rights and Certain Obligations of Members.
a) Except as specifically set forth herein, no Member will:

i. be permitted to take part in the management, control or conduct of the business or affairs of
the Company;

ii. have the right to vote on any matters;
iii. have the authority or power in its capacity as a Member to act as agent for or on behalf of the

Re-LIFE-Ment: Reinventing Past Notions of Retirement
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