Common use of Reconciliation of Percentage Rent Clause in Contracts

Reconciliation of Percentage Rent. In addition, on or before March 31 of each year, commencing March 31 following the Base Year, Tenant shall deliver to Landlord a statement setting forth the Total Hotel Sales for such preceding Fiscal Year, together with an audit of Total Hotel Sales for the preceding Fiscal Year, conducted by Xxxxxx Xxxxxxxx LLP, or another so-called "Big Five" firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed). Landlord shall reimburse Tenant for the reasonable cost of such audit. If the annual Percentage Rent for such preceding Fiscal Year as shown in the annual statement exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the annual statement is delivered, together with interest at the Disbursement Rate, which interest shall accrue from the Accrual Date (as hereinafter defined) until the date that such certificate is required to be delivered (or, if sooner, the date Tenant pays such excess to Landlord) and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. In the case of any underpayment of Percentage Rent by Tenant arising out of incorrect reporting on any statement of Percentage Rent, the Accrual Date therefor shall be the payment due date for the respective installment of Percentage Rent with respect to which the underpayment occurred. In the case of any underpayment of Percentage Rent arising out of variation in Total Hotel Sales from Fiscal Quarter to Fiscal Quarter, the Accrual Date shall be the payment due date for the final installment of Percentage Rent for such preceding Fiscal Year. If the annual Percentage Rent for such preceding Fiscal Year as shown in the annual statement is less than the amount previously paid with respect thereto by Tenant, Tenant shall be entitled to offset the amount of such difference against Rent next coming due under this Agreement, such payment or credit to be made together with interest at the Disbursement Rate, which interest shall accrue from the date of payment of Tenant until the date such offset is applied. If such offset cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such offset to Tenant, together with interest at the Disbursement Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Percentage Rent. In addition, on or before March 31 seventy-five (75) days after the end of each yearFiscal Year, commencing March 31 following with the first full Fiscal Year after the Base Year, Tenant shall deliver or shall cause Operator to deliver, to Landlord a statement setting forth the Total Hotel Sales Facility Revenues for such preceding Fiscal Year, Year together with a certificate of an audit officer of Total Hotel Sales for the preceding Fiscal Year, conducted by Xxxxxx Xxxxxxxx LLPTenant, or another soOperator's chief accounting officer during the term of the Operating Agreement, certifying that such year-called "Big Five" firm end statement is true and correct. The Landlord shall within thirty (30) Business Days after the receipt of independent certified public accountants proposed by such statement send a Notice to the Tenant and approved to the Operator, if applicable, of any disputed items or matters in appropriate detail. If Landlord desires, at its own expense, to audit, examine or review the statement and supporting records and/or certain procedures at the Retirement Community, as may be agreed upon by Landlord, Tenant and Operator, if applicable, with respect to internal financial controls, accounting policies and accounting procedures, or other procedures at the Retirement Community, Landlord shall notify Tenant in writing within sixty (which approval shall not be unreasonably withheld or delayed)60) days after receipt of such statement of its intention to audit and/or review such procedures and begin such audit and/or review no sooner than thirty (30) days and no later than sixty (60) days after Tenant's receipt of such Notice. Landlord shall reimburse complete such audit and/or review within ninety (90) days after commencement thereof. If Landlord does not conduct such an audit and/or review, then such statement and procedures shall be deemed to be conclusively accepted by Landlord as being correct, and Landlord shall have no right thereafter, except in the event of fraud by Tenant for and/or Operator, if applicable, to question or examine the reasonable cost same. If such review by Landlord determines that the procedures specified above are not in compliance with the terms of this Agreement, Landlord will provide Tenant and Operator, if applicable, with written Notice of such auditdeficiency and Tenant and Operator shall remedy such deficiency. If the annual Percentage Rent for such preceding Fiscal Year as shown in the annual statement exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the annual statement is delivered, together with interest at the Disbursement Rate, which interest shall accrue from the Accrual Date (as hereinafter defined) until the date that such certificate is required to be delivered (or, if sooner, the date Tenant pays such excess to Landlord) and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. In the case of any underpayment of Percentage Rent by Tenant arising out of incorrect reporting on any statement of Percentage Rent, the Accrual Date therefor shall be the payment due date for the respective installment of Percentage Rent with respect to which the underpayment occurred. In the case of any underpayment of Percentage Rent arising out of variation in Total Hotel Sales Facility Revenues from Fiscal Quarter to Fiscal Quarter, the Accrual Date shall be the payment due date for the final installment of Percentage Rent for such preceding Fiscal Year. If the annual Percentage Rent for such preceding Fiscal Year as shown in the annual statement is less than the amount previously paid with respect thereto by Tenant, Tenant shall be entitled to offset the amount of such difference against Rent next coming due under this Agreement, such payment or credit to be made together with interest at the Disbursement Rate, which interest shall accrue from the date of payment of Tenant until the date such offset is applied. If such offset cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such offset to Tenant, together with interest at the Disbursement Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Percentage Rent. In addition, on or before March 31 of each year, commencing March 31 following the Base Year, Tenant shall deliver to Landlord a statement setting forth the Total Hotel Sales for such preceding Fiscal Year, together with an audit of Total Hotel Sales for the preceding Fiscal Year, conducted by Xxxxxx Xxxxxxxx LLP, or another so-called "Big Five" firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed). Landlord shall reimburse Tenant for the reasonable cost of such audit. If the annual Percentage Rent for such preceding Fiscal Year as shown in the annual statement exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay or direct Manager to pay (provided Manager's failure to do so shall be deemed a failure of Tenant to pay the same) such excess to Landlord at such time as the annual statement is delivered, together with interest at the Disbursement Rate, which interest shall accrue from the Accrual Date (as hereinafter defined) until the date that such certificate is required to be delivered (or, if sooner, the date Tenant pays such excess to Landlord) and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. In the case of any underpayment of Percentage Rent by Tenant arising out of incorrect reporting on any statement of Percentage Rent, the Accrual Date therefor shall be the payment due date for the respective installment of Percentage Rent with respect to which the underpayment occurred. In the case of any underpayment of Percentage Rent arising out of variation in Total Hotel Sales from Fiscal Quarter to Fiscal Quarter, the Accrual Date shall be the payment due date for the final installment of Percentage Rent for such preceding Fiscal Year. If the annual Percentage Rent for such preceding Fiscal Year as shown in the annual statement is less than the amount previously paid with respect thereto by Tenant, Tenant shall be entitled to offset the amount of such difference against Rent next coming due under this Agreement, such payment or credit to be made together with interest at the Disbursement Rate, which interest shall accrue from the date of payment of Tenant until the date such offset is applied. If such offset cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such offset to Tenant, together with interest at the Disbursement Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Percentage Rent. In addition, on or before March 31 of each year, commencing March 31 following the Base Year, Tenant shall deliver to Landlord a statement setting forth the Total Hotel Sales for such preceding Fiscal Year, together with an audit of Total Hotel Sales for the preceding Fiscal Year, conducted by Xxxxxx Xxxxxxxx Arthur Andersen LLP, or another so-called xxxxxd "Big FiveXxx Xxve" firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed). Landlord shall reimburse Tenant for the reasonable cost of such audit. If the annual Percentage Rent for such preceding Fiscal Year as shown in the annual statement exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay or direct Manager to pay (provided Manager's failure to do so shall be deemed a failure of Tenant to pay the same) such excess to Landlord at such time as the annual statement is delivered, together with interest at the Disbursement Rate, which interest shall accrue from the Accrual Date (as hereinafter defined) until the date that such certificate is required to be delivered (or, if sooner, the date Tenant pays such excess to Landlord) and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. In the case of any underpayment of Percentage Rent by Tenant arising out of incorrect reporting on any statement of Percentage Rent, the Accrual Date therefor shall be the payment due date for the respective installment of Percentage Rent with respect to which the underpayment occurred. In the case of any underpayment of Percentage Rent arising out of variation in Total Hotel Sales from Fiscal Quarter to Fiscal Quarter, the Accrual Date shall be the payment due date for the final installment of Percentage Rent for such preceding Fiscal Year. If the annual Percentage Rent for such preceding Fiscal Year as shown in the annual statement is less than the amount previously paid with respect thereto by Tenant, Tenant shall be entitled to offset the amount of such difference against Rent next coming due under this Agreement, such payment or credit to be made together with interest at the Disbursement Rate, which interest shall accrue from the date of payment of Tenant until the date such offset is applied. If such offset cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such offset to Tenant, together with interest at the Disbursement Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Percentage Rent. In addition, on or before March 31 of each year, commencing March 31 following the Base Year, Tenant shall deliver to Landlord a statement setting forth the Total Hotel Sales Facility Revenues for such preceding Fiscal Year, together with an audit of Total Hotel Sales Facility Revenues for the preceding Fiscal Year, conducted by Xxxxxx Xxxxxxxx Arthur Andersen LLP, or another so-called "Big Five" firm of independent xx xxxependent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed). Landlord shall reimburse Tenant for the reasonable cost of such audit. If the annual Percentage Rent for such preceding Fiscal Year as shown in the annual statement exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the annual statement is delivered, together with interest at the Disbursement Rate, which interest shall accrue from the Accrual Date (as hereinafter defined) until the date that such certificate is required to be delivered (or, if sooner, the date Tenant pays such excess to Landlord) and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. In the case of any underpayment of Percentage Rent by Tenant arising out of incorrect reporting on any statement of Percentage Rent, the Accrual Date therefor shall be the payment due date for the respective installment of Percentage Rent with respect to which the underpayment occurred. In the case of any underpayment of Percentage Rent arising out of variation in Total Hotel Sales Facility Revenues from Fiscal Quarter to Fiscal Quarter, the Accrual Date shall be the payment due date for the final installment of Percentage Rent for such preceding Fiscal Year. If the annual Percentage Rent for such preceding Fiscal Year as shown in the annual statement is less than the amount previously paid with respect thereto by Tenant, Tenant shall be entitled to offset the amount of such difference against Rent next coming due under this Agreement, such payment or credit to be made together with interest at the Disbursement Rate, which interest shall accrue from the date of payment of Tenant until the date such offset is applied. If such offset cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such offset to Tenant, together with interest at the Disbursement Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

Reconciliation of Percentage Rent. In addition, on or before March 31 of each year, commencing March 31 following the Base Year, Tenant shall deliver to Landlord a statement setting forth the Total Hotel Sales Facility Revenues for such preceding Fiscal Year, together with an audit of Total Hotel Sales Facility Revenues for the preceding Fiscal Year, conducted by Xxxxxx Xxxxxxxx LLP, or another so-called "Big Five" firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed). Landlord shall reimburse Tenant for the reasonable cost of such audit. If the annual Percentage Rent for such preceding Fiscal Year as shown in the annual statement exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the annual statement is delivered, together with interest at the Disbursement Rate, which interest shall accrue from the Accrual Date (as hereinafter defined) until the date that such certificate is required to be delivered (or, if sooner, the date Tenant pays such excess to Landlord) and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. In the case of any underpayment of Percentage Rent by Tenant arising out of incorrect reporting on any statement of Percentage Rent, the Accrual Date therefor shall be the payment due date for the respective installment of Percentage Rent with respect to which the underpayment occurred. In the case of any underpayment of Percentage Rent arising out of variation in Total Hotel Sales Facility Revenues from Fiscal Quarter to Fiscal Quarter, the Accrual Date shall be the payment due date for the final installment of Percentage Rent for such preceding Fiscal Year. If the annual Percentage Rent for such preceding Fiscal Year as shown in the annual statement is less than the amount previously paid with respect thereto by Tenant, Tenant shall be entitled to offset the amount of such difference against Rent next coming due under this Agreement, such payment or credit to be made together with interest at the Disbursement Rate, which interest shall accrue from the date of payment of Tenant until the date such offset is applied. If such offset cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such offset to Tenant, together with interest at the Disbursement Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.