Common use of Termination Election Clause in Contracts

Termination Election. In the event that any of Purchaser's inspections, examinations, tests or surveys of any Operating Residence reveal any condition or fact (or raises substantial uncertainty with respect to the existence of any such condition or fact) with respect to (i) compliance of the Operating Residence with all Land Use Requirements materially necessary for the current and future operation of the Operating Residences or which will substantially impede future financing of any Operating Residence or (ii) a Recognized Environmental Condition (as hereinafter defined), hereof, then provided that Purchaser shall give notice thereof (together with a copy of any report or reports related thereto) within forty-five (45) days after the date of this Agreement (the "Review Period"), Purchaser may, in its sole and absolute discretion, have the right to elect to terminate this Agreement with respect to such Operating Residence, whereupon the provisions of Section 14 hereof shall be applicable with respect to such Operating Residence. Failure of Purchaser to give notice of a termination election pursuant to this Section 12.B. prior to the expiration of the Review Period shall constitute a waiver of Purchaser's right to terminate this Agreement pursuant to this Section 12.B. unless Purchaser has conducted customary inspections and examinations during such Review Period which did not reveal such

Termination Election. In the event that any of Purchaser's inspections, examinations, tests or surveys of any Operating Residence Facility reveal any condition or fact (or raises substantial uncertainty with respect to the existence of any such condition or fact) with respect to (i) compliance which, results in Purchaser's determination that the Facilities or any one of the Operating Residence with all Land Use Requirements materially necessary them, are unsuitable for the current Purchaser's purposes in Purchaser's sole and future operation of the Operating Residences or which will substantially impede future financing of any Operating Residence or (ii) a Recognized Environmental Condition (as hereinafter defined), hereofabsolute discretion, then provided that Purchaser shall give notice to Seller thereof on or before (together i) December 28, 1999 with a copy of any report or reports related theretorespect to the Tranche A Facilities and (ii) within forty-five (45) days after January 25, 2000 with respect to the date of this Agreement Tranche B Facilities (the "Review Period"), Purchaser may, in its sole and absolute discretion, have the right to elect ) electing to terminate this Agreement with respect to such Operating ResidenceFacility, whereupon the provisions of Section 14 hereof such Facility or Facilities shall be applicable deemed to be deleted from the Facilities to be sold pursuant hereto, this Agreement shall be terminated as to those (and only those) Facilities and Purchaser and Seller shall have no further rights, duties or obligations hereunder with respect to such Operating ResidenceFacilities. Failure of Purchaser to give notice of a termination election pursuant to this Section 12.B. Paragraph 11.B. prior to the expiration of the Review Period shall constitute a waiver of Purchaser's right to terminate this Agreement with respect to any Facilities not so terminated pursuant to this Section 12.B. unless Purchaser has conducted customary inspections and examinations during such Review Period which did not reveal suchParagraph 11.B.