Common use of Adjustment of Additional Rent Clause in Contracts

Adjustment of Additional Rent. Within one hundred and twenty (120) days following the end of each fiscal period referred to in Section 4.3, the Landlord shall deliver to the Tenant a statement of the Landlord as to the actual Additional Rent payable to the Landlord pursuant to subsections 4.2(b) and 4.2(c) in respect of such fiscal period and a calculation of the amount by which such Additional Rent payable by the Tenant varies from the aggregate instalments paid by the Tenant on account of such Additional Rent for such fiscal period. Within thirty (30) days after the receipt of such statement, either the Tenant shall pay to the Landlord any amount by which the amount found payable by the Tenant with respect to such fiscal period exceeds the aggregate of the monthly payments made by it on account thereof or the Landlord shall pay to the Tenant any amount by which the amount found payable as aforesaid is less than the aggregate of such monthly payments. The Tenant shall have the right, exercisable by notice to the Landlord given within thirty (30) days after receipt of any statement of such Additional Rent submitted by the Landlord as aforesaid, to verify the accuracy of any amount shown on any statement by inspecting the Landlord’s books and records pertaining to the Landlord’s determination of such Additional Rent. If, after inspection and examination of such books and records, the Tenant disputes the amount of such Additional Rent established by the Landlord, the Tenant may, by written notice to the Landlord, request an independent audit of such books and records. The independent audit of the books and records will be conducted forthwith by a firm of independent chartered accountants acceptable to both parties, acting reasonably. If the audit discloses that the determination of Additional Rent, was incorrect, and if as a result the amount charged to the Tenant was incorrect, the appropriate party will pay to the other party the deficiency or overpayment, as applicable. The results of the audit will be binding upon the parties hereto. The fees and expenses of the firm of chartered accountants conducting the audit will be paid by the Tenant unless the audit shows that the Landlord overstated the amount of Additional Rent thereof for the applicable period by more than five percent (5%), in which case the Landlord will pay the cost of the audit.

Adjustment of Additional Rent. Within one hundred and twenty (120) days following the end of each fiscal period referred The Landlord agrees to in Section 4.3, the Landlord shall deliver to provide the Tenant a statement with an audited accounting of the Landlord as to the actual Additional Rent payable to the Landlord pursuant to subsections Sections 4.2(b) and 4.2(c) in respect of such the relevant fiscal period referred to in Section 4.3 within one hundred and a calculation twenty (120) days of the amount by which such Additional Rent payable by the Tenant varies from the aggregate instalments paid by the Tenant on account end of such Additional Rent for each such fiscal period. Within thirty (30) days after the receipt of such statementaccounting for the relevant fiscal period, either the Tenant shall pay to the Landlord any amount by which the amount found payable by the Tenant with respect to such fiscal period exceeds the aggregate of the monthly payments made by it on account thereof or the Landlord shall pay to the Tenant any amount by which the amount found payable as aforesaid is less than the aggregate of such monthly payments. The Tenant shall have the right, right exercisable by the delivery of written notice to the Landlord given within thirty eighteen (3018) days after months following receipt by it of any statement the relevant audited accounting of such Additional Rent submitted by for the Landlord as aforesaidrelevant fiscal period, upon reasonable prior notice to verify the accuracy of any amount shown on any statement by inspecting the have access to Landlord’s books and records pertaining respecting such Additional Rent for the relevant fiscal period for the purposes of verifying same, provided that such verification is completed by a chartered accounting firm that is not compensated on a contingency basis. Such verification shall be done at the sole cost and expense of the Tenant unless the results of such verification indicate that the said Additional Rent for the relevant fiscal period have been overstated by 4% or more, in which event Landlord shall reimburse the Tenant for its costs of such verification within fifteen (15) days of receipt of an invoice therefore, failing which, the Tenant shall be entitled to deduct same from the Landlord’s determination Rent. The Tenant shall reimburse Landlord for its reasonable bona fide out-of-pocket costs incurred in respect of any such verification by the Tenant, unless the results of such verification indicate that the said Additional Rent for the relevant fiscal period have been overstated by 4% or more, in which event the Landlord shall be responsible for all such out-of-pocket costs. For greater certainty should the Tenant fail to provide the Landlord with written notice of the exercise of its rights hereunder within eighteen (18) months of receipt by it of the relevant audited accounting of such Additional Rent. If, after inspection and examination of such books and recordsRent for the relevant fiscal period, the Tenant’s right to conduct such verification for such relevant fiscal period shall become null and void. In the event of any dispute by the Tenant disputes as to the amount of such Additional Rent established by payable, a letter of the Landlord, the Tenant may, by written notice to the Landlord, request an independent audit of such books and records. The independent audit of the books and records will ’s auditors shall be conducted forthwith by a firm of independent chartered accountants acceptable to both parties, acting reasonably. If the audit discloses that the determination of Additional Rent, was incorrect, and if as a result the amount charged to the Tenant was incorrect, the appropriate party will pay to the other party the deficiency or overpayment, as applicable. The results of the audit will be binding upon the parties hereto. The fees and expenses of the firm of chartered accountants conducting the audit will be paid by the Tenant unless the audit shows that the Landlord overstated the amount of Additional Rent thereof for the applicable period by more than five percent (5%), in which case the Landlord will pay the cost of the auditconclusive absent manifest error.

Adjustment of Additional Rent. Within one hundred and twenty (120) days following If the end Notice of each fiscal period referred to in Section 4.3, the Landlord shall deliver to the Tenant a statement of the Landlord as to the actual Comparison provides there is an Additional Rent payable to the Landlord pursuant to subsections 4.2(b) and 4.2(c) in respect of such fiscal period and a calculation of the amount by which such Additional Rent Adjustment payable by the Tenant, then Tenant varies from the aggregate instalments paid by the Tenant on account of such Additional Rent for such fiscal period. Within thirty (30) days after the receipt of such statementshall, either the Tenant shall pay to the Landlord any amount by which the amount found payable by the Tenant with respect to such fiscal period exceeds the aggregate of the monthly payments made by it on account thereof or the Landlord shall pay to the Tenant any amount by which the amount found payable as aforesaid is less than the aggregate of such monthly payments. The Tenant shall have the right, exercisable by notice to the Landlord given within thirty (30) days after receipt Tenant receives the Notice of any statement Comparison, pay to Landlord the amount set forth in the Notice of such Additional Rent submitted by the Landlord Comparison as aforesaid, to verify the accuracy of any amount shown on any statement by inspecting the Landlord’s books and records pertaining to the Landlord’s determination of such Additional Rent. If, after inspection and examination of such books and records, the Tenant disputes the amount of such the Adjustment of Additional Rent established payable by the Landlord, the Tenant may, by written notice to the Landlord, request an independent audit of such books and records. The independent audit of the books and records will be conducted forthwith by a firm of independent chartered accountants acceptable to both parties, acting reasonablyTenant. If the audit discloses that Notice of Comparison provides there is an Additional Rent Adjustment payable by Landlord, then Landlord shall, within thirty (30) days after delivery of the determination Notice of Additional Rent, was incorrect, and if as a result Comparison return to Tenant the amount charged to set forth in the Tenant was incorrect, the appropriate party will pay to the other party the deficiency or overpayment, Notice of Comparison as applicable. The results of the audit will be binding upon the parties hereto. The fees and expenses of the firm of chartered accountants conducting the audit will be paid by the Tenant unless the audit shows that the Landlord overstated the amount of the Adjustment of Additional Rent thereof due to Tenant. “Controllable Expenses” (as defined below) for each calendar year (“Applicable Calendar Year”), commencing with the applicable period second calendar year following this Lease, shall not exceed an amount determined by more than five increasing Controllable Expenses for each prior calendar year at the rate of four percent (54%) per year through the Applicable Calendar Year. “Controllable Expenses” shall mean those Operating Expenses which are reasonably controllable by Landlord. Examples of Operating Expenses which are not reasonably controllable by Landlord shall include, but not be limited to, those Operating Expenses relating to insurance, Taxes (as defined herein), in which case utilities, snow and ice removal, expenses arising or accruing under the Landlord will pay [Ground Lease], [REA] and/or [Shared Services Agreement], collectively-bargained union wages and costs or alterations and modifications to the cost of the auditBuilding required by law.

Adjustment of Additional Rent. Within one hundred and twenty (120) days following If the end of each fiscal period referred to in Section 4.3Additional Rent paid by ----------------------------- Lessee, the Landlord shall deliver to the Tenant a statement of the Landlord as to based upon Lessor's estimate, differs from the actual Additional Rent payable to the Landlord pursuant to subsections 4.2(b) and 4.2(c) in respect of such fiscal period and a calculation of the amount by which such Additional Rent payable by the Tenant varies from the aggregate instalments paid by the Tenant on account of such Additional Rent for such fiscal period. Within thirty (30) days after the receipt of such statement, either the Tenant shall pay to the Landlord any amount by which the amount found payable by the Tenant with respect to such fiscal period exceeds the aggregate of the monthly payments made by it on account thereof or the Landlord shall pay to the Tenant any amount by which the amount found payable as aforesaid is less than the aggregate of such monthly payments. The Tenant shall have the right, exercisable by notice to the Landlord given within thirty (30) days after receipt of any statement of such Additional Rent submitted by the Landlord as aforesaid, to verify the accuracy of any amount shown on any statement by inspecting the Landlord’s books and records pertaining to the Landlord’s determination of such Additional Rent. If, after inspection and examination of such books and records, the Tenant disputes the amount of such Additional Rent established by the Landlord, the Tenant may, by written notice to the Landlord, request an independent audit of such books and records. The independent audit of the books and records will be conducted forthwith by a firm of independent chartered accountants acceptable to both parties, acting reasonably. If the audit discloses that the determination of Additional Rent, was incorrect, and if as a result the amount charged to the Tenant was incorrect, the appropriate party will pay to the other party the deficiency or overpayment, as applicable. The results of the audit will be binding upon the parties hereto. The fees and expenses of the firm of chartered accountants conducting the audit will be paid by the Tenant unless the audit shows that the Landlord overstated the amount of Additional Rent thereof due and payable for the applicable period previous year, the difference shall be payable by Lessor or Lessee, as the case may be, in a lump sum on the first day of the second month following the month in which Lessor renders its operating statement to Lessee. Failure to give Lessee an actual operating statement shall not constitute a waiver by Lessor of its right to require an increase in Additional Rent. Lessee's Share of the Excess Operating Expenses (excluding expenses relating to the cost of utilities (including electricity), insurance, real estate taxes and other uncontrollable expenses) payable by Lessee shall not increase by more than five eight percent (58%)) in any calendar year on a compounding basis; however, in which case the Landlord will pay event Lessee's Share of the Excess Operating Expenses increases by more than eight percent (8%) in any calendar year during the Term, Lessor shall be entitled to increase the amount of Excess Operating Expenses payable by Lessee in subsequent years during the Term to the extent necessary (but not in excess of eight percent (8%) in any calendar year) to recover the total amount of Excess Operating Expenses otherwise payable by Lessee. If the Project is not 100% occupied during any calendar year or if Lessor is not supplying services to 100% of the total rentable square footage of the Project at any time during a calendar year, Operating Expenses shall be determined as if the Project had been 100% occupied and Lessor had been supplying services to 100% of the rentable square footage of the Project during such calendar year. The extrapolation of Operating Expenses under the above provision shall be determined by Lessor by adjusting the cost of those components of Operating Expenses that are impacted by changes in the auditoccupancy of the Project. However, in no event shall Lessee pay more than the actual Operating Expenses attributable to Lessee's Share, provided Lessee leases and occupies the entire Building.