Common use of Occupancy Rates Clause in Contracts

Occupancy Rates. Within five (5) Business Days of the end of the calendar month ending immediately prior to the expiration of the Inspection Period, Seller and/or Existing Operator shall deliver to Purchaser an updated Rent Roll for the Facilities and the Separate Facilities, considered as a whole (the “Aggregate Facilities”), together with a calculation of the average monthly occupancy rate of the Aggregate Facilities for the three-month period ending on the last day of such immediately preceding calendar month (the “Updated Average Occupancy Rate”). In the event that the Updated Average Occupancy Rate of the Aggregate Facilities as set forth with such Rent Roll is more than 5% lower than the occupancy rate of the Aggregate Facilities calculated based upon the Rent Rolls for the Aggregate Facilities for the month ending immediately prior to the Effective Date, Purchaser shall have the right at any time prior to 5:00 p.m. (Eastern) on the fourteenth (14th) day following expiration of the Inspection Period (the “Rent Roll Review Period”), in its sole and absolute discretion, to terminate this Agreement in its entirety. If Purchaser fails to deliver to Seller a written notice exercising its right to terminate this Agreement pursuant to this Section 4.6 prior to the expiration of the Rent Roll Review Period, then Purchaser shall be deemed to have waived such termination right, and this Section 4.6 shall be of no further force and effect. If Purchaser delivers to Seller a written election to terminate this Agreement pursuant to this Section 4.6 prior to the expiration of the Rent Roll Review Period, the parties shall provide written instructions to the Escrow Agent directing the Escrow Agent to return the Deposit to Purchaser, and this Agreement shall terminate automatically and be of no further force or effect, and the parties hereto shall have no further obligation to the other except for those obligations specifically surviving the termination of this Agreement.