Common use of Adjustment Mechanism Clause in Contracts

Adjustment Mechanism. (i) On or before March first, following the end of each Lease Year, Landlord shall submit to Tenant a statement setting forth the exact amount of the excess, if any, in Tenant's Proportionate Share of the Operating Expenses for the Lease Year just completed and the estimated amount of Tenant's Proportionate Share of the Operating Expense (which was paid in accordance with this subparagraph) for such year. Such statement shall also set forth the amount of the estimated Operating Expenses reimbursement, as limited above, for the new Lease Year computed by taking the estimated excess in Tenant's Proportionate Share of Operating Expenses for the new Lease Year and dividing it by the number of months remaining in the new Lease Year. To the extent that Xxxxxx's Proportionate Share of the actual Operating Expense for any period covered by such statement is greater than the estimate which Tenant previously paid during the Lease Year just completed, Tenant shall pay to Landlord the difference in cash, as limited above, within thirty (30) days following receipt of said statement from Landlord. To the extent that Xxxxxx's Proportionate Share of the actual Operating Expenses for the period covered by the statement is less than the estimate which Xxxxxx previously paid during the Lease Year just completed, Landlord shall credit the difference against the Tenant's estimated reimbursement for Operating Expenses for the new Lease Year as stated above and such credit will be applied to the next payment or payments due from Tenant to Landlord. In addition, until Xxxxxx receives such statement, Xxxxxx's monthly reimbursement applied to the new Lease Year shall continue to be paid at the rate for the previous Lease Year, but Tenant shall commence payment to Landlord of the monthly installments of reimbursement on the basis of the new statement beginning on the first day of the month following the month in which Xxxxxx receives such statement. (ii) Tenant's obligation with respect to Xxxxxx's Proportionate Share of the Operating Expenses shall survive the expiration or early termination of this Lease, and subsequent to such expiration or termination Tenant shall pay Tenant's Proportionate Share of the actual Operating Expenses for the portion of the final Lease Year of the Lease during which Tenant was obligated to pay such expenses. If Tenant occupies the Premises for less than a full calendar year during the first or last Lease Years of the term hereof, Xxxxxx's Proportionate Share for such partial year shall be prorated based upon the number of calendar months and days during which Tenant occupied the Premises. Tenant shall pay, as limited above, Xxxxxx's Proportionate Share of any such increases within thirty (30) days following the receipt of notice thereof. (iii) Tenant, or Xxxxxx's designee, shall have the right, at any time within thirty (30) days after a statement of actual Operating Expenses (hereinafter "Statement") for a particular Lease Year has been rendered by Landlord as provided herein, at its sole cost and expense, to examine Xxxxxxxx's books and records relating to the determination of Operating Expenses; provided, however, that Tenant shall give Landlord prior written notice of its intent to exercise such right, the inspection may not take place outside of normal business hours, and Tenant shall not interfere with Landlord's normal business activities. Unless Tenant objects to the rental adjustment within said thirty (30) day period, such statement and adjustment shall be deemed conclusive. However, if said examination right is exercised within the permissible period and Tenant determines an overcharge of Operating Expenses to the Tenant, then the Tenant may request Landlord to select an independent Certified Public Accountant (CPA) acceptable to Tenant to audit Xxxxxxxx's books and records. The review of the CPA will be binding upon the parties. In the event that the CPA confirms that an overcharge of Operating Expenses has occurred, then Landlord shall credit the difference against the Tenant's estimated reimbursement for Operating Expenses for the current Lease Year and such credit shall be applied to the next payment or payments due from Tenant to Landlord. Further, Landlord shall be responsible for all costs and expenses of the CPA provided that an overcharge exists; if the CPA confirms that no overcharge to Tenant of Operating Expenses has occurred, Tenant shall be responsible for all costs and expenses of the CPA.

Adjustment Mechanism. (i1) On or before March first, following the end of During each Lease Year, Landlord shall submit to Tenant a statement setting forth the exact amount calendar year of the excessTerm, if any, in Tenant agrees to pay to Landlord an amount (the “Expense Payment”) equal to Tenant's Proportionate ’s Prorata Share of the Operating Expenses for the Lease Year just completed and the estimated amount of Tenant's Proportionate Share of the Operating Expense (which was paid in accordance with this subparagraph) for such year. Such statement shall also set forth the amount of the estimated Operating Expenses reimbursement, as limited above, for increase in each of the new Lease Year computed by taking the estimated excess in Tenant's Proportionate Share categories of Operating Expenses, Real Estate Taxes and Utilities over the Base Year expenses for each such category of the Common Expenses. It is hereby agreed that the expenses constituting Operating Expenses, Real Estate Taxes and Utilities shall be segregated from one another and calculated independently, and if the actual expense for any one of the three categories of Common Expenses is less than the Base Year expense for that category, such decrease shall not be netted against any increase from any other category of the new Lease Common Expenses. (2) Beginning with the first month of the first calendar year following the Base Year and dividing it by the number of months remaining in the new Lease Year. To the extent that Xxxxxx's Proportionate Share of the actual Operating Expense for any period covered by such statement is greater than the estimate which Tenant previously paid continuing on each succeeding month during the Lease Year just completedTerm subject to adjustment by Landlord on the first month of each succeeding calendar year during the Term, Tenant shall pay to Landlord monthly on the difference in cash, as limited above, within thirty first day of each month an amount equal to one-twelfth (301/12) days following receipt of said statement from Landlord. To the extent that Xxxxxx's Proportionate Share of the actual Operating Expenses for the period covered by the statement is less than the estimate which Xxxxxx previously paid during the Lease Year just completed, Landlord shall credit the difference against the Tenant's estimated reimbursement for Operating Expenses Expense Payment for the new Lease Year calendar year as stated above and such credit will be applied to the next payment or payments due from Tenant to reasonably estimated by Landlord. In additionLandlord shall provide a statement of such estimated Expense Payment to Tenant upon Landlord’s determination thereof, until Xxxxxx which estimate may be adjusted from time to time. Until Tenant receives such statement, Xxxxxx's Tenant’s monthly reimbursement applied to payment for the new Lease Year calendar year shall continue to be paid at the rate for the previous Lease Yearthen current rate; however, but Tenant shall commence payment to Landlord of the monthly installments of reimbursement on the basis of begin making the new statement monthly estimated Expense Payment beginning on the first day of the month following the month in which Xxxxxx Tenant receives such statement. Notwithstanding when such statement is received, Tenant acknowledges its obligations for and agrees to pay when billed Tenant the new monthly estimate of the Expense Payment for each new calendar year retroactive to the commencement of such new calendar year. (ii3) As soon as practicable following the end of each calendar year during the Term, beginning with the end of the calendar year following the Base Year, Landlord shall submit to Tenant a statement (the “Common Expenses Statement”) setting forth the actual amount of the Expense Payment for the calendar year just completed. To the extent that the Expense Payment for the period covered by such Common Expenses Statement exceeds the monthly- billed estimates thereof for the calendar year just completed, Tenant shall pay to Landlord the difference within thirty (30) days following its receipt of such Common Expenses Statement from Landlord. To the extent that the Expense Payment for the period covered by such Common Expenses Statement is less than the monthly-billed estimates thereof for the calendar year just completed, Landlord shall credit the difference against the estimated Expense Payment owed by Tenant for the then current calendar year. (4) Tenant's obligation with respect ’s covenant to Xxxxxx's Proportionate Share of pay the Operating Expenses Expense Payment shall survive the expiration or early termination of this LeaseLease and Landlord shall have the right to retain the Security Deposit (as hereinafter defined), and subsequent or so much thereof as Landlord deems necessary, to such expiration or termination Tenant shall pay Tenant's Proportionate Share secure payment of the actual Operating Expenses Expense Payment for the portion of the final Lease Year year of the Lease during which Tenant was obligated to pay such expensesExpense Payment. If Tenant occupies the Premises for final year of this Lease is less than a full calendar year during year, then the first or last Lease Years of the term hereof, Xxxxxx's Proportionate Share Expense Payment for such partial calendar year shall be prorated based upon the number of calendar months prorated. Tenant’s failure to object to a Common Expenses Statement within ninety (90) days after its receipt thereof in writing stating with specificity Tenant’s objections to any such Common Expenses Statement shall constitute Tenant’s agreement with respect thereto and days during which Tenant occupied the Premisesshall conclusively render such Common Expenses Statement final, complete and binding on Landlord and Tenant. Tenant shall pay, as limited above, Xxxxxx's Proportionate Share of not be entitled to withhold payment in any such increases within thirty (30) days following the receipt of notice thereof. (iii) Tenant, or Xxxxxx's designee, shall have the right, event and/or at any time within thirty (30) days after a statement with respect to any such Common Expenses Statement or any portion thereof for any reason, but payment by Tenant of actual Operating such Common Expenses (hereinafter "Statement") for a particular Lease Year has been rendered by Landlord as provided herein, at its sole cost and expense, to examine Xxxxxxxx's books and records relating to Statement shall not preclude Tenant from thereafter disputing the determination of Operating Expenses; provided, however, that correctness or completeness thereof in accordance herewith. If Tenant shall give dispute any Common Expenses Statement and Landlord prior and Tenant cannot resolve such dispute within four (4) months after Tenant provides such written notice of its intent to exercise such right, the inspection may not take place outside of normal business hours, and Tenant shall not interfere with Landlord's normal business activities. Unless Tenant objects to the rental adjustment within said thirty (30) day period, such statement and adjustment shall be deemed conclusive. However, if said examination right is exercised within the permissible period and Tenant determines an overcharge of Operating Landlord disputing any Common Expenses to the TenantStatement, then the either Landlord or Tenant may request Landlord to select an independent Certified Public Accountant (CPA) acceptable to Tenant to audit Xxxxxxxx's books and records. The review of the CPA will be binding upon the parties. In the event require that the CPA confirms that an overcharge of Operating Expenses has occurred, then Landlord shall credit matter be referred to arbitration pursuant to Paragraph 6(c) below. Throughout the difference against the Tenant's estimated reimbursement for Operating Expenses for the current Lease Year and such credit shall be applied to the next payment or payments due from Tenant to Landlord. FurtherTerm, Landlord shall be responsible for preserve its records with respect to all costs Common Expenses and expenses shall, upon the request of the CPA provided that an overcharge exists; if the CPA confirms that no overcharge Tenant, provide such records to Tenant of Operating Expenses has occurred, in a digital format or make such records available to Tenant shall be responsible for all costs review and expenses of copying at Landlord’s offices in the CPABuilding.

Adjustment Mechanism. (i) Commencing in the calendar year "201_" (hereinafter "Comparison Year"), Tenant shall pay Landlord as Additional Rent Tenant's Proportionate Share of any Excess Operating Expenses. There shall be a non-cumulative five percent (5%) cap per year on all Operating Expenses (controllable and non-controllable). Therefore, Operating Expenses shall not increase by more five percent (5%) over the previous calendar year’s Operating Expenses In addition, if in any Comparison Year following the Base Year, a new Operating Expense category or major expense (i.e., earthquake insurance; expanded janitorial or security service; concierge service) is included within Operating Expenses which was not included in the Base Year, then the amount of such new item shall be added to the Base Year Operating Expenses for the purposes of determining the amounts payable by the Tenant under the provision set here forth and during each subsequent Comparison Year of the Term. Conversely, if in any Comparison Year following the Base Year, a Operating Expense category or major expense is removed from Operating Expenses included in the Base Year, then the amount of such removed item shall be subtracted from the Base Year Operating Expenses for the purposes of determining the amounts payable by the Tenant under the provision set here forth and during each subsequent Comparison Year of the Term. For each Lease Year beginning in the calendar year 201_, Tenant shall pay to Landlord an estimate, as calculated herein, of Tenant's Additional Rent, which payment shall be paid to Landlord monthly in an amount equal to one-twelfth (1/12) of the estimate, if any, with an adjustment to be made between the Parties at a later date as hereinafter provided. On or before March first1st, following the end of each Lease Year, Landlord shall submit to Tenant a statement setting forth the exact amount by cost category (e.g., repairs and maintenance, janitorial services, security services, insurance, management fees, utilities) of the excessExcess Operating Expenses, if any, in Tenant's Proportionate Share of the Operating Expenses for the Lease Year just completed and the estimated amount of any Additional Rent (Tenant's Proportionate Share of the any Excess Operating Expense (which that was paid in accordance with this subparagraph) for such year. Such statement shall also set forth the amount of the estimated Operating Expenses Additional Rent reimbursement, as limited above, for the new Lease Year computed by taking the estimated excess in Tenant's Proportionate Share of Operating Expenses for the new Lease Year in excess of Tenant's Proportionate Share of Base Year Operating Expenses and dividing it by the number of months remaining in the new Lease Year. To the extent that Xxxxxx's Proportionate Share of the actual Operating Expense Additional Rent for any period covered by such statement is greater than the estimate estimated amount which Tenant previously paid during the Lease Year just completed, Tenant shall pay to Landlord the difference in cashdifference, as limited calculated above, within thirty (30) days following receipt of said statement from Landlord. To the extent that Xxxxxx's Proportionate Share of the actual Operating Expenses Additional Rent for the period covered by the statement is less than the estimate estimated amount which Xxxxxx previously paid during the Lease Year just completed, Landlord shall credit the difference against the Tenant's estimated reimbursement for Operating Expenses Additional Rent for the new Lease Year as stated above and such credit will be applied to the next payment or payments due from Tenant to Landlord. In addition, until Xxxxxx receives such statement, Xxxxxx's monthly reimbursement Additional Rent amount applied to the new Lease Year shall continue to be paid at the rate for the previous Lease Year, but Tenant shall commence payment to Landlord of the monthly installments of reimbursement on the basis of the new statement beginning on the first day of the month following the month in which Xxxxxx receives such statement. (ii) Tenant's obligation with respect to Xxxxxx's Proportionate Share of the Operating Expenses shall survive Before the expiration or early termination of this Lease, and subsequent to such expiration or termination Tenant shall pay Tenant's Proportionate Share of the actual Operating Expenses Additional Rent for the portion of the final Lease Year of the Lease term during which Tenant was obligated to pay such expenses. If Tenant occupies the Premises for less than a full calendar year during the first or last Lease Years of the term hereof, Xxxxxx's Proportionate Share Additional Rent for such partial year shall be prorated based upon the number of calendar months and days during which Tenant occupied the Premises. Tenant shall pay, as limited above, Xxxxxx's Proportionate Share of any such increases Additional Rent within thirty (30) days following the receipt of notice thereof. (iii) Tenant, or Xxxxxx's designee, shall have the right, at any time within thirty one (301) days year after a statement of actual Operating Expenses (hereinafter "Statement") for a particular Lease Year has been rendered by received from the Landlord as provided herein, at its sole cost and expense, to examine Xxxxxxxx's books and records relating to the determination of Operating Expenses; provided, however, that Tenant shall give Landlord prior written notice of its intent to exercise such right, the inspection may not take place outside of normal business hours, and Tenant shall not interfere with Landlord's normal business activities. Unless Tenant objects to the rental adjustment within said thirty one (301) day year period, such statement and adjustment shall be deemed conclusiveconclusive for both the Landlord and Tenant. However, if said examination right is exercised within the permissible period and Tenant determines an overcharge of Operating Expenses to the Tenant, then the Tenant may request Landlord to select an independent Certified Public Accountant (CPA) acceptable to Tenant to audit XxxxxxxxLandlord's books and records. The CPA’s review of the CPA will shall be binding upon the partiesParties. In the event that If the CPA confirms that an overcharge of Operating Expenses has occurred, then Landlord shall credit the difference against the TenantXxxxxx's estimated reimbursement for Operating Expenses for the current Lease Year and such credit shall be applied to the next payment or payments due from Tenant to Landlord. Further, Landlord shall be responsible for all costs and expenses of the CPA provided that an overcharge exists; . Conversely, if the CPA confirms that no overcharge to Tenant of Operating Expenses has occurred, Tenant shall be responsible for all costs and expenses of the CPA. (iv) If the Building is not at least ninety-five percent (95%) occupied during any Lease Year, Landlord shall make an appropriate adjustment to those Operating Costs which vary with occupancy for such year to determine what the Building Operating Costs would have been for such year if the Building had been ninety-five percent (95%) occupied during such year. Such gross up adjustments shall be made by Landlord by increasing only the variable portion of (i) janitorial contract, (ii) electricity and (iii) management fee costs which actually vary based upon the level of occupancy of the Building.

Adjustment Mechanism. (i1) On or before March first, following the end of During each Lease Year, Landlord shall submit to Tenant a statement setting forth the exact amount calendar year of the excessTerm, if any, in Tenant agrees to pay to Landlord an amount (the “Expense Payment”) equal to Tenant's Proportionate ’s Prorata Share of the Operating Expenses for the Lease Year just completed and the estimated amount of Tenant's Proportionate Share of the Operating Expense (which was paid in accordance with this subparagraph) for such year. Such statement shall also set forth the amount of the increase in each of the categories of Operating Expenses, Real Estate Taxes and Utilities over the Base Year expenses for each such category of the Common Expenses. The estimated Expense Payment for the year 2012 currently is, for Real Estate Taxes, the amount of $4.31 per r.s.f. and for Operating Expenses, the amount of $7.33 per r.s.f. It is hereby agreed that the expenses constituting Operating Expenses, Real Estate Taxes and Utilities shall be segregated from one another and calculated independently, and if the actual expense for any one of the three categories of Common Expenses is less than the Base Year expense for that category, such decrease shall not be netted against any increase from any other category of the Common Expenses. Operating Expenses reimbursementshall be calculated in accordance with sound accounting principles, as limited above, for consistently applied. (2) Beginning with the new Lease Year computed by taking first month of the estimated excess in Tenant's Proportionate Share of Operating Expenses for first calendar year following the new Lease Base Year and dividing it by the number of months remaining in the new Lease Year. To the extent that Xxxxxx's Proportionate Share of the actual Operating Expense for any period covered by such statement is greater than the estimate which Tenant previously paid continuing on each succeeding month during the Lease Year just completedTerm subject to adjustment by Landlord on the first month of each succeeding calendar year during the Term, Tenant shall pay to Landlord monthly on the difference in cash, as limited above, within thirty first day of each month an amount equal to one-twelfth (301/12th) days following receipt of said statement from Landlord. To the extent that Xxxxxx's Proportionate Share of the actual Operating Expenses for the period covered by the statement is less than the estimate which Xxxxxx previously paid during the Lease Year just completed, Landlord shall credit the difference against the Tenant's estimated reimbursement for Operating Expenses Expense Payment for the new Lease Year calendar year as stated above and such credit will be applied to the next payment or payments due from Tenant to reasonably estimated by Landlord. In additionLandlord shall provide a statement of such estimated Expense Payment to Tenant upon Landlord’s determination thereof, until Xxxxxx which estimate may be reasonably adjusted from time to time. Until Tenant receives such statement, Xxxxxx's Tenant’s monthly reimbursement applied to payment for the new Lease Year calendar year shall continue to be paid at the rate for the previous Lease Yearthen current rate; however, but Tenant shall commence payment to Landlord of the monthly installments of reimbursement on the basis of begin making the new statement monthly estimated Expense Payment beginning on the first day of the month following the month in which Xxxxxx Tenant receives such statement, which shall be on or before May 1. Notwithstanding when such statement is received, Tenant acknowledges its obligations for and agrees to pay when billed the new monthly estimate of the Expense Payment for each new calendar year retroactive to the commencement of such new calendar year. (ii3) As soon as practicable following the end of each calendar year during the Term but no later than May 1 (provided that the annual statement may be provided as late as September 1 so long as Landlord is actively pursuing completion of such statement), beginning with the end of the calendar year following the Base Year, Landlord shall submit to Tenant a statement (the “Common Expenses Statement”) setting forth the actual amount of the Expense Payment for the calendar year just completed. To the extent that the Expense Payment for the period covered by such Common Expenses Statement exceeds the monthly- billed estimates thereof for the calendar year just completed, Tenant shall pay to Landlord the difference within thirty (30) days following its receipt of such Common Expenses Statement from Landlord. To the extent that the Expense Payment for the period covered by such Common Expenses Statement is less than the monthly-billed estimates thereof for the calendar year just completed, Landlord shall credit the difference against the estimated Expense Payment owed by Tenant for the then current calendar year, except during the last year of the term, in which case Landlord shall pay Tenant for any such outstanding amount. (4) Tenant's obligation with respect ’s covenant to Xxxxxx's Proportionate Share of pay the Operating Expenses Expense Payment shall survive the expiration or early termination of this Lease, and subsequent to such expiration or termination Tenant shall pay Tenant's Proportionate Share of the actual Operating Expenses for the portion of . If the final year of this Lease Year of the Lease during which Tenant was obligated to pay such expenses. If Tenant occupies the Premises for is less than a full calendar year during year, then the first or last Lease Years of the term hereof, Xxxxxx's Proportionate Share Expense Payment for such partial calendar year shall be prorated based upon the number of calendar months prorated. (5) After receiving an annual Common Expenses Statement and days during which Tenant occupied the Premises. Tenant shall pay, as limited above, Xxxxxx's Proportionate Share of any such increases within giving Landlord thirty (30) days following the receipt of prior written notice thereof. , Tenant may inspect or audit Landlord’s records relating to Operating Expenses for the period of time covered by such Common Expenses Statement in accordance with the following provisions. If Tenant fails to object to the calculation of Operating Expenses on an annual Common Expenses Statement within ninety (iii90) days after the statement has been delivered to Tenant or if Tenant fails to conclude its audit or inspection within ninety (90) days after the statement has been delivered to Tenant, then Tenant shall have waived its right to object to the calculation of Operating Expenses for the year in question and the calculation of Operating Expenses set forth on such statement shall be final. Tenant's audit or Xxxxxx's designeeinspection shall be conducted at the Building, shall not unreasonably interfere with the conduct of Landlord's business, and shall be conducted only during reasonable business hours. Tenant shall pay the cost of such audit or inspection unless the total Operating Expenses for the period in question is determined to be in error by more than 4% in the aggregate, in which case Landlord shall pay the audit cost. Tenant may not conduct an inspection or have an audit performed more than once during any calendar year. If such inspection or audit reveals that an error was made in the rightOperating Expenses previously charged to Tenant, at then Landlord shall refund to Tenant any time overpayment of such costs, or Tenant shall pay to Landlord any underpayment of such costs, as the case may be, within thirty (30) days after a statement of actual Operating Expenses (hereinafter "Statement") for a particular Lease Year has been rendered by Landlord as provided herein, at its sole cost and expense, to examine Xxxxxxxx's books and records relating to the determination of Operating Expenses; provided, however, that notification thereof. Tenant shall give Landlord prior written notice maintain the results of its intent each such audit or inspection confidential and shall not be permitted to exercise use any third party to perform such right, audit or inspection other than an independent firm of certified public accountants with at least ten (10) years of experience reviewing office building expense reconciliations: (1) that is not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such audit or inspection may not take place outside of normal business hours, (and Tenant shall not interfere deliver the fee agreement or other similar evidence of such fee agreement to Landlord upon request), and(2) that agrees with Landlord's normal business activitiesLandlord in writing to maintain the results of such audit or inspection confidential unless compelled by a court to deliver same. Unless Tenant objects to the rental adjustment within said thirty (30) day period, such statement and adjustment Nothing in this section shall be deemed conclusive. Howeverconstrued to limit, if said examination right is exercised within the permissible period and Tenant determines an overcharge of Operating Expenses to the Tenantsuspend, then the Tenant may request Landlord to select an independent Certified Public Accountant (CPA) acceptable to Tenant to audit Xxxxxxxx's books and records. The review of the CPA will be binding upon the parties. In the event that the CPA confirms that an overcharge of Operating Expenses has occurred, then Landlord shall credit the difference against the or axxxx Tenant's estimated reimbursement for obligation to pay Rent when due, including Operating Expenses for the current Lease Year and such credit shall be applied to the next payment or payments due from Tenant to Landlord. Further, Landlord shall be responsible for all costs and expenses of the CPA provided that an overcharge exists; if the CPA confirms that no overcharge to Tenant of Operating Expenses has occurred, Tenant shall be responsible for all costs and expenses of the CPAExpenses.

Adjustment Mechanism. (i1) On or before March firstIt is hereby agreed that during each Lease Year Tenant shall pay to Landlord, as Additional Rent, the Pro Rata Share of the Operating Expenses for such Lease Year in excess of the Base Operating Expenses, payable monthly, in advance, at the rate of one twelfth (1/12) of Landlord’s estimate thereof, on the same date and at the same place Base Rent is payable, with an adjustment to be made between the parties at a later date as hereinafter provided. As soon as practicable following the end of each any Lease Year, Landlord shall submit to Tenant a statement setting forth the exact amount of the excessOperating Expenses for the Lease Year just completed and the difference, if any, in Tenant's Proportionate between the actual Pro Rata Share of the Operating Expenses for the Lease Year just completed in excess of the Base Operating Expenses and the estimated total amount of Tenant's Proportionate the estimated payments of the Pro Rata Share of the Operating Expense (Expenses which was paid in accordance with this subparagraph) Subsection for such year. Such statement shall may also set forth the amount of the estimated Operating Expenses reimbursement, as limited above, reimbursement for the new Lease Year computed by taking or Landlord may provide such information in a separate statement issued to Tenant at such earlier date to coincide with the estimated excess in Tenant's Proportionate Share start of Operating Expenses for the new Lease Year and dividing it by the number of months remaining in the new Lease Year. To the extent that Xxxxxx's Proportionate the actual Pro Rata Share of Operating Expenses in excess of the actual Base Operating Expense Expenses for any period covered by such statement is greater than the estimate which Tenant estimated amounts previously paid by Tenant during the Lease Year just completedsame period, Tenant shall pay to Landlord the difference in cash, as limited above, by cashier’s check or money order within thirty (30) days following receipt of said statement from Landlord. To the extent that Xxxxxx's Proportionate the actual Pro Rata Share of the actual Operating Expenses for the period covered by the statement is less than the estimate estimated amount which Xxxxxx Tenant previously paid during the Lease Year just completedsuch period, Landlord shall credit the difference excess against the Tenant's estimated reimbursement for Operating Expenses for the new Lease Year as stated above and such credit will be applied to the any sums then owing or next payment or payments coming due from Tenant to Landlord. In addition, until Xxxxxx Tenant receives such statementa statement indicating otherwise, Xxxxxx's Tenant’s monthly reimbursement applied to payment of its estimated share of Operating Expenses for the new Lease Year shall continue to be paid at the rate for the previous Lease Year, but Tenant shall commence payment to Landlord of the monthly installments of reimbursement Tenant’s estimated share of Operating Expenses on the basis of the new statement beginning on the first day of the month following the month in which Xxxxxx Tenant receives such statement. If the statement reflects a change in the monthly reimbursement amount, such difference shall be adjusted by increasing or decreasing the first monthly reimbursement payment after the statement is given in order to bring the reimbursement amount for the new Lease Year current as of such date. (ii2) Tenant's ’s obligation with respect to Xxxxxx's Proportionate its Pro Rata Share of the Operating Expenses shall survive the expiration or early termination of this Lease, and subsequent to such expiration or termination Tenant shall pay Tenant's Proportionate its Pro Rata Share of the actual Operating Expenses for the portion of the final Lease Year of the Lease during which Tenant was obligated to pay such expenses. If Tenant occupies the demised Premises for less than a full calendar year during the first or last Lease Years of the term hereof, Xxxxxx's Proportionate the Pro Rata Share for such partial year shall be prorated based upon the number of calendar months and days during which Tenant occupied the Premises. Tenant shall pay, as limited above, Xxxxxx's Proportionate pay its Pro Rata Share of any such increases within thirty (30) days following the receipt of notice thereof. (iii3) Tenant, or Xxxxxx's designee, Tenant shall have the right, at any time within thirty ninety (3090) days after a statement of actual Operating Expenses (hereinafter "Statement") for a particular Lease Year has been rendered by Landlord as provided herein, at its sole cost and expense, to examine Xxxxxxxx's Landlord’s books and records relating to the determination of Operating Expenses; provided, however, that Tenant shall give Landlord prior written notice of its intent to exercise such right, the inspection may not take place outside of normal business hours, and Tenant shall not interfere with Landlord's ’s normal business activities. Unless Tenant objects to the rental adjustment within said thirty ninety (3090) day period, such statement and adjustment shall be deemed conclusive. However, if said examination right is exercised within the permissible period and Tenant determines an overcharge of Operating Expenses to the Tenant, then the Tenant may request Landlord to select an independent Certified Public Accountant . (CPA4) acceptable to Tenant to audit Xxxxxxxx's books and records. The review of the CPA will be binding upon the parties. In the event that the CPA confirms that an overcharge of Operating Expenses has occurredRentable Area is not fully occupied during any particular Lease Year, then Landlord shall credit the difference against the Tenant's estimated reimbursement for Landlord’s Accountants may adjust those Operating Expenses for the current particular Lease Year and Year, or portion thereof, as the case may be, which are affected by the occupancy rates to reflect an occupancy of not less than ninety-five percent (95%) of all such credit shall be applied to the next payment or payments due from Tenant to Landlord. Further, Landlord shall be responsible for all costs and expenses of the CPA provided that an overcharge exists; if the CPA confirms that no overcharge to Tenant of Operating Expenses has occurred, Tenant shall be responsible for all costs and expenses of the CPARentable Area.