H.B. 703                                                 VETOES

(VI)    A RETIREMENT COMMUNITY THAT IS OWNED BY OR
AFFILIATED WITH A CHURCH OR RELIGIOUS ORGANIZATION;

(VII)  A COOPERATIVE HOUSING CORPORATION ORGANIZED UNDER
TITLE 5, SUBTITLE 6B OF THE CORPORATIONS AND ASSOCIATIONS ARTICLE AND
CERTIFIED AS A CONTINUING CARE PROVIDER UNDER ARTICLE 70B OF THE CODE
AND SEPARATE ENTITIES CERTIFIED AS CONTINUING CARE PROVIDERS UNDER
ARTICLE 70B OF THE CODE THAT PROVIDE SERVICES TO RESIDENTS OF A
COOPERATIVE HOUSING CORPORATION; OR

(VIII)  A CONDOMINIUM ORGANIZED UNDER TITLE 11 OF THE REAL
PROPERTY ARTICLE AND CERTIFIED AS A CONTINUING CARE PROVIDER UNDER
ARTICLE 70B OF THE CODE AND SEPARATE ENTITIES CERTIFIED AS CONTINUING
CARE PROVIDERS UNDER ARTICLE 70B OF THE CODE THAT PROVIDE SERVICES TO
RESIDENTS OF A CONDOMINIUM.

23-102.

(A)     IF A CONFLICT EXISTS BETWEEN THE EXPRESS TERMS AND CONDITIONS
OF AN OPERATING AGREEMENT AND THE TERMS AND CONDITIONS IMPLIED BY THE
LAW GOVERNING THE RELATIONSHIP BETWEEN A PRINCIPAL AND AGENT, THE
EXPRESS TERMS AND CONDITIONS OF THE OPERATING AGREEMENT SHALL GOVERN.

(B)     A COURT MAY ORDER THE REMEDY OF SPECIFIC PERFORMANCE FOR
ANTICIPATORY OR ACTUAL BREACH OR ATTEMPTED OR ACTUAL TERMINATION OF
AN OPERATING AGREEMENT NOTWITHSTANDING THE EXISTENCE OF AN AGENCY
RELATIONSHIP BETWEEN THE PARTIES TO THE OPERATING AGREEMENT.

23-103.

EXPRESS COVENANTS OR OTHER PROVISIONS OF AN OPERATING AGREEMENT
THAT ESTABLISH A PARTY'S DUTIES AND OBLIGATIONS UNDER THE OPERATING
AGREEMENT CREATE THE ONLY DUTIES AND OBLIGATIONS ENFORCEABLE AGAINST
THE PARTY UNDER THE OPERATING AGREEMENT.

23-104.

IF AN OPERATING AGREEMENT STATES THAT IT SHALL CONTINUE FOR A
PERIOD OF TIME OR UNTIL THE HAPPENING OF AN EVENT, THE OPERATING
AGREEMENT SHALL BE ENFORCEABLE BETWEEN THE PARTIES UNTIL THE
EXPIRATION OF THE PERIOD OF TIME OR THE HAPPENING OF THE EVENT UNLESS
THE OPERATING AGREEMENT CONTAINS A RIGHT OF EARLY TERMINATION.

23-105.

(A)     THE COVENANT OF GOOD FAITH AND FAIR DEALING SHALL BE IMPLIED IN
AN OPERATING AGREEMENT UNLESS THE OPERATING AGREEMENT STATES THAT A
PARTY MAY PERFORM A DUTY OR OBLIGATION IN THE PARTY'S SOLE DISCRETION.

(B)     UNLESS AN OPERATING AGREEMENT CONTAINS A COVENANT OR OTHER
PROVISION THAT SPECIFICALLY INCORPORATES A DUTY INTO THE OPERATING
AGREEMENT, NO DUTIES SHALL BE IMPLIED UNDER THE OPERATING AGREEMENT.

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