Common use of Annual Settlement Clause in Contracts

Annual Settlement. Within 120 days after the end of each calendar year or as soon after such 120-day period as practicable, Landlord will deliver to Tenant a statement of amounts payable by Tenant under SECTION 5.1 for such calendar year prepared and certified by Landlord (the "ANNUAL EXPENSE STATEMENT"). If the Annual Expense Statement shows an amount owing by Tenant that is less than the Estimated Taxes and Expense payments previously made by Tenant for such calendar year, the excess will be held by Landlord and credited against the next payment of Rent; however, if the term has ended and Tenant was not in default at its end, Landlord will refund the excess to Tenant within 60 days of the date of the Annual Expense Statement. If the Annual Expense Statement shows an amount owing by Tenant that is more than the Estimated Taxes and Expense payments previously made by Tenant for such calendar year, Tenant will pay the deficiency to Landlord within ten (10) days after the delivery of such statement. Each Annual Expense Statement provided by Landlord under this SECTION 5.5 shall be conclusive and binding upon Tenant unless within sixty (60) days after receipt thereof, Tenant shall notify Landlord that it disputes the correctness of the Annual Expense Statement, specifying the respects in which the Annual Expense Statement is claimed to be incorrect. Tenant, at its expense, shall then have the right to audit Landlord's books and records relating to the Annual Expense Statement. Pending determination of the dispute, Tenant shall pay within ten (10) days from notice any amounts due from Tenant in accordance with the Annual Expense Statement, but such payment shall be without prejudice to Tenant's position.

Annual Settlement. Within 120 days after the end Prior to April 15 of each calendar year or as soon after such 120-day period as practicable, Landlord will deliver to Tenant a statement of the actual amounts payable by Tenant under SECTION Section 4.2 and Section 5.1 for such the preceding calendar year prepared and certified by Landlord (the "ANNUAL EXPENSE STATEMENT"‘Adjustment Statement”). Such Adjustment Statement will be final and binding upon Landlord and Tenant unless Tenant objects in writing to Landlord within one hundred twenty (120) days after it is given to Tenant. If the Annual Expense Statement such statement shows an amount owing by Tenant that is less than the Estimated Taxes and Expense estimated payments previously made by Tenant for such calendar year, the excess will be held by Landlord and credited against the next payment of Rent; however, if the term Lease Term has ended and Tenant was not in default at its endend beyond any applicable notice and cure period, Landlord will refund the excess to Tenant within 60 thirty (30) days of after mailing the date of the Annual Expense Statementapplicable Adjustment Statement to Tenant. If the Annual Expense such Adjustment Statement shows an amount owing by Tenant that is more than the Estimated Taxes and Expense estimated payments previously made by Tenant for such calendar yearyear and Tenant does not dispute such Adjustment Statement, Tenant will pay the deficiency to Landlord within ten (10) 30 days after the delivery of such statementAdjustment Statement. Each Annual Expense Statement provided by Landlord under this SECTION 5.5 shall be conclusive and binding upon Tenant unless within sixty (60) days after receipt thereof, Tenant shall notify Landlord that it disputes the correctness of the Annual Expense Statement, specifying the respects in which the Annual Expense Statement is claimed to be incorrect. Tenant, at its expense, shall then have the right to audit Landlord's will maintain accurate books and records relating of Operating Expenses and Impositions. Upon Tenant’s written request, Landlord shall make available to Tenant and Tenant’s agents, employees and accountants, for inspection from time to time during business hours in the Annual Expense Statementmanagement office, Landlord’s records of such Operating Expenses and Impositions. Pending determination Tenant shall be entitled to photocopy such information as Tenant requires in order to check or verify such Operating Expenses and Impositions. Any audit conducted by Tenant shall be performed at Tenant’s sole expense, unless the result of such audit establishes that Tenant has been overcharged by more than five percent (5%) of the disputeamount which should have been charged, Tenant in which event Landlord shall pay within ten for the actual cost of such audit up to Two Thousand Five Hundred and 00/100 Dollars (10) days from notice any amounts due from Tenant in accordance with the Annual Expense Statement$2,500), but provided that such payment shall be without prejudice to Tenant's positionaudit was done on a reasonable hourly fee basis and not a contingency or percentage basis.

Annual Settlement. Within 120 90 days after the end of each calendar year or as soon after such 120-90 day period as practicable, Landlord will deliver to Tenant a written statement of amounts payable by Tenant under SECTION Article 5.1 for such calendar year prepared and certified by Landlord. Such certified statement will be final and binding upon Landlord (the "ANNUAL EXPENSE STATEMENT")and Tenant unless Tenant objects to it in writing to Landlord within 30 days after it is given to Tenant. If the Annual Expense Statement such statement shows an amount owing by Tenant that is less than the Estimated Taxes and Expense estimated payments previously made by Tenant for such calendar year, the excess will be held by Landlord and credited against the next payment of Monthly Rent; however, if the term Lease Term has ended and Tenant was not in default at its end, Landlord will refund the excess to Tenant within 60 days of the date of the Annual Expense StatementTenant. If the Annual Expense Statement such statement shows an amount owing by Tenant that is more than the Estimated Taxes and Expense estimated payments previously made by Tenant for such calendar year, Tenant will pay the full amount of the deficiency to Landlord within ten (10) 30 days after the delivery of such statement. Each Annual Expense Statement provided by Landlord under this SECTION 5.5 shall be conclusive and binding upon Tenant unless within sixty (60) days after receipt thereof, Tenant shall notify Landlord that it disputes the correctness of the Annual Expense Statement, specifying the respects in which the Annual Expense Statement is claimed to be incorrect. Tenant, at its expense, shall then have the right to may audit Landlord's books and records relating to the Annual Expense Statement. Pending determination of the operating expenses a) at Tenant's sole cost and expense (unless such audit discloses Tenant was overcharged by more than ten percent (10 percent) of annual Operating Expenses, in which event Landlord shall pay the audit costs), b) at the place Landlord normally maintains such records, c) during Landlord's normal business hours, d) upon reasonable advance written notice, e) within 120 days following the date of Landlord's statement and, f) only once per calendar year. Tenant shall provide Landlord with a copy of Tenant's audit. Notwithstanding the above, any such audit fee paid by Tenant on a contingency fee basis shall be adjusted to conform to a commercially reasonable and customary hourly or flat fee for services rendered by a reputable, experience expert regarding the matter in dispute, and in any event the total reimbursable amount shall not exceed the amount paid out of pocket by Tenant shall pay within ten (10) days from notice any amounts due from Tenant in accordance with the Annual Expense Statement, but such payment shall be without prejudice to an independent professional auditor. As a condition precedent to Tenant's positionright to dispute the Operating Expenses billed by Landlord pursuant to this paragraph, Tenant must pay the total amount billed by Landlord hereunder within the time stipulated in this Lease.

Annual Settlement. Within 120 days As soon as practicable after the end close of each calendar year or as soon after such 120-day period as practicableFiscal Year, Landlord will deliver to Tenant a its statement of amounts payable by Tenant under SECTION 5.1 Tenant's Share of Additional Expenses and Additional Taxes for such calendar year prepared and certified by Landlord Fiscal Year (the "ANNUAL EXPENSE STATEMENTStatement"). At Landlord's discretion and for ease of administration only, it may list these separate and independent obligations on a single Additional Rent statement, but is not obligated to do so and such listing together shall not merge the obligations or create any rights of offset of any kind. If on the Annual Expense basis of such Statement shows Tenant owes an amount owing by Tenant that is less than the Estimated Taxes and Expense estimated payments previously made by Tenant for such calendar yearFiscal Year with respect to Additional Expenses or Additional Taxes, as applicable, Landlord will in its reasonable discretion, within sixty (60) days after the issuance of the Statement, either refund such applicable excess will be held by Landlord and credited amount to Tenant or credit such applicable excess amount against the next payment payment(s) of Rent; howeverAdditional Expenses or Additional Taxes, if any, due from Tenant to Landlord. Tenant acknowledges that for accounting purposes, and notwithstanding anything to the term has ended contrary contained herein, any surplus or deficiency of Additional Expenses or Additional Taxes shall not be credited or offset against the other, nor shall Tenant be allowed to credit any such "surplus" towards any other Lease obligation. In no event shall Tenant be entitled to a credit if Additional Expenses and Tenant was not in default at its end, Landlord will refund the excess to Tenant within 60 days of the date of the Annual Expense StatementAdditional Taxes for any Fiscal Year are less than zero. If on the Annual Expense basis of such Statement shows Tenant owes an amount owing by Tenant that is more than the Estimated Taxes and Expense estimated payments previously made by Tenant for such calendar yearFiscal Year, Tenant will pay the deficiency to Landlord within ten (10) 10 days after the delivery of such statement. Each Annual Expense Statement provided by Landlord under this SECTION 5.5 shall be conclusive and binding upon Tenant unless within sixty (60) days after receipt thereof, Tenant shall notify Landlord that it disputes the correctness of the Annual Expense Statement, specifying the respects in which the Annual Expense Statement is claimed to be incorrect. Tenant, at its expense, shall then have the right to audit Landlord's books and records relating to the Annual Expense Statement. Pending determination of the dispute, Tenant shall pay within ten (10) days from notice any amounts due from Tenant in accordance with the Annual Expense Statement, but such payment shall be without prejudice to Tenant's position.

Annual Settlement. Within 120 one hundred twenty (120) days after the end of each calendar year or as soon after such 120-day period thereafter as reasonably practicable, Landlord will deliver to Tenant a statement setting forth Tenant’s Share of actual amounts payable by under this Article 6 for the prior calendar year. Such statement will be final and binding upon Landlord and Tenant under SECTION 5.1 for such calendar year prepared and certified by unless Tenant objects to it in writing to Landlord within one hundred twenty (the "ANNUAL EXPENSE STATEMENT")120) days after delivery to Tenant. If the Annual Expense Statement such statement shows an amount owing by Tenant that is less than the Estimated Taxes and Expense estimated payments previously made by Tenant for such calendar year, the excess will be held by Landlord and credited against the next payment of Rent; however, if the term Term has ended and Tenant was not in default at its end, Landlord will refund the excess to Tenant within 60 days Tenant. Subject to Tenant’s right to object to such statement for the one hundred twenty (120) day period referred to above, acceptance or resolution of the date first such statement shall constitute acceptance of the Annual Operating Expense Statementamount for the Base Year. If the Annual Expense Statement such statement shows an amount owing by Tenant that is more than the Estimated Taxes and Expense estimated payments previously made by Tenant for such calendar year, Tenant will pay the deficiency to Landlord within ten thirty (1030) days after the delivery of such statement. Each Tenant may review Landlord’s records of the Operating Expenses, at Tenant’s sole cost and expense, at the place Landlord normally maintains such records during Landlord’s normal business hours upon reasonable advance Notice. If Tenant elects to audit the Annual Expense Statement provided Statement, and such audit reveals an overstatement by Landlord under this SECTION 5.5 shall be conclusive and binding upon Tenant unless within sixty of six (606%) days after receipt thereofor more, Tenant shall notify Landlord that it disputes the correctness of the Annual Expense StatementBuilding Operating Expenses for such year, specifying the respects in which the Annual Expense Statement is claimed to be incorrect. Tenant, at its expense, shall then have the right to audit Landlord's books and records relating to the Annual Expense Statement. Pending determination of the dispute, Tenant Landlord shall pay within ten (10) days from notice any amounts due from the reasonable out-of-pocket cost incurred and paid by Tenant in accordance with the Annual Expense Statement, but for such payment shall be without prejudice to Tenant's positionaudit.

Annual Settlement. Within 120 days As soon as practicable after the end close of each calendar year or as soon after such 120-day period as practicableFiscal Year, including the Base Year, Landlord will deliver to Tenant a its statement of amounts payable by Tenant under SECTION 5.1 Tenant's Building 100 Share of Additional Building 100 Expenses and Additional Building 100 Taxes for such calendar year prepared Fiscal Year and certified its statement of Tenant's Building 300 Share of Additional Building 300 Expenses and Additional Building 300 Taxes for such Fiscal Year. Such annual statement shall have a reasonably detailed line item by line item breakdown of Expenses. Tenaxx xxxnowledges and agrees that the annual Expenses statement delivered to Tenant pursuant to the Existing Lease is a reasonably detailed breakdown. A sample of the existing annual Expenses statement is attached hereto as Exhibit G. Landlord (the "ANNUAL EXPENSE STATEMENT")will endeavor to provide Tenant with such statements prior to June 1 of each Fiscal Year. If on the Annual Expense Statement shows basis of such statement Tenant owes an amount owing by Tenant that is less than the Estimated respective estimated payments for Expenses and Taxes previously made by Tenant for such Fiscal Year, Landlord will either refund such excess amount to Tenant or credit such excess amount against the next payment(s), if any, due from Tenant to Landlord. Tenant acknowledges that Landlord accounts for Expenses and Expense Taxes separately and accounts for each Building separately. Accordingly, any credit for excess amounts shall be made against the estimated payment of Expenses and Taxes respectively for the respective Building. If on the basis of such statement Tenant owes an amount that is more than the respective estimated payments previously made by Tenant for such calendar year, the excess will be held by Landlord and credited against the next payment of Rent; however, if the term has ended and Tenant was not in default at its end, Landlord will refund the excess to Tenant within 60 days of the date of the Annual Expense Statement. If the Annual Expense Statement shows an amount owing by Tenant that is more than the Estimated Taxes and Expense payments previously made by Tenant for such calendar yearFiscal Year, Tenant will pay the deficiency to Landlord within ten (10) 30 days after the delivery of such statement. Each Annual Expense Statement provided by Landlord under If this SECTION 5.5 shall Lease commences on a day other than the first day of a Fiscal Year or terminates on a day other than the last day of a Fiscal Year, Tenant's Building 100 Share of Additional Building 100 Expenses and Additional Building 100 Taxes and Tenant's Building 300 Share of Additional Building 300 Expenses and Additional Building 300 Taxes, applicable to the Fiscal Year in which such commencement or termination occurs will be conclusive and binding upon Tenant unless within sixty (60) days after receipt thereof, Tenant shall notify Landlord that it disputes prorated on the correctness basis of the Annual Expense Statement, specifying number of days within such Fiscal Year that are within the respects in which the Annual Expense Statement is claimed to be incorrect. Tenant, at its expense, shall then have the right to audit Landlord's books and records relating to the Annual Expense Statement. Pending determination of the dispute, Tenant shall pay within ten (10) days from notice any amounts due from Tenant in accordance with the Annual Expense Statement, but such payment shall be without prejudice to Tenant's positionTerm.

Annual Settlement. Within 120 days after the end of each calendar year or as soon after such 120-day period as practicable, Landlord will deliver to Tenant a statement of amounts payable by Tenant under SECTION Section 5.1 for such calendar year prepared and certified by Landlord. Such certified statement will be final and binding upon Landlord (the "ANNUAL EXPENSE STATEMENT")and Tenant unless Tenant objects to it in writing to Landlord within 30 days after it is given to Tenant. If the Annual Expense Statement such statement shows an amount owing by Tenant that is less than the Estimated Taxes and Expense payments estimated payments, if any, previously made by Tenant for such calendar year, the excess will be held by Landlord and credited against the next payment of Rent; however, if the term Term has ended and Tenant was not in default at its end, Landlord will refund the excess to Tenant within 60 days of the date of the Annual Expense StatementTenant. If the Annual Expense Statement such statement shows an amount owing by Tenant that is more than the Estimated Taxes and Expense payments estimated payments, if any, previously made by Tenant for such calendar year, Tenant will pay the deficiency without deduction or setoff to Landlord within ten (10) 30 days after the delivery of such statement. Each Annual Expense Statement provided by Landlord under this SECTION 5.5 Tenant shall be conclusive have the right at its own expense and binding upon Tenant unless at a reasonable time (after written notice to Landlord) within sixty (60) 30 days after receipt of the statement to review Landlord's record of operating expenses relevant to this Article. In the event Tenant does not review Landlord's records and deliver the results thereof to Landlord within said 30 day period, the terms and amounts set forth in the statement shall be deemed conclusive and final and Tenant shall have no further right to adjustment. In the event Tenant's examination reveals an error has been made, and Landlord disagrees with the results thereof, Tenant Landlord shall notify Landlord that it disputes have 30 days to obtain an audit from an accountant of its choice. In the correctness of the Annual Expense Statement, specifying the respects in which the Annual Expense Statement is claimed to be incorrect. Tenant, at its expense, shall then have the right to audit event Landlord's books accountant and records relating Tenant's accountant are unable to the Annual Expense Statement. Pending reconcile their results, both accountants shall mutually agree on a third accountant, whose determination of the dispute, Tenant shall pay within ten (10) days from notice any amounts due from Tenant in accordance with the Annual Expense Statement, but such payment shall be without prejudice to Tenant's positionconclusive.

Annual Settlement. Within 120 30 days after Sublandlord receives any ----------------- of Master Landlord's statements regarding Landlord's Operating Expenses, Operating Expenses Allocable to the end of each calendar year Premises and Landlord's Tax Expenses Allocable to the Premises pursuant to the Master Lease, or as soon after such 12030-day period as practicable, Landlord Sublandlord will deliver to Tenant Subtenant a statement of amounts payable by Tenant under SECTION 5.1 Section 5(c) for such calendar year or other relevant time period prepared and certified by Landlord (the "ANNUAL EXPENSE STATEMENT")Sublandlord. If the Annual Expense Statement such statement shows an amount owing by Tenant Subtenant that is less than the Estimated Taxes and Expense estimated payments previously made by Tenant Subtenant for such calendar year, the excess will be held by Landlord Sublandlord and credited against the next payment or payments of Rent; however, if the term Term has ended and Tenant was not in default at its endSubtenant has no further obligations to Landlord, Landlord Sublandlord will refund the excess to Tenant Subtenant within 60 days of the date of the Annual Expense Statementthirty (30) days. If the Annual Expense Statement such statement shows an amount owing by Tenant Subtenant that is more than the Estimated Taxes and Expense estimated payments previously made by Tenant Subtenant for such calendar year, Tenant Subtenant will pay the deficiency to Landlord Sublandlord within ten (10) 30 days after the delivery of such statement. Each Annual Expense Statement provided by Landlord under this SECTION 5.5 shall be conclusive In the event, and binding upon Tenant unless within sixty (60) days after receipt thereofonly in the event, Tenant shall notify Landlord that it disputes the correctness Sublandlord, or any designee of the Annual Expense StatementSublandlord, specifying the respects in which the Annual Expense Statement is claimed to be incorrect. Tenant, at its expense, shall then have the has not previously exercised Sublandlord's right to audit examine the Master Landlord's books and records relating for the then applicable calendar year pursuant to the Annual Expense Statement. Pending determination Section 2.6 of the disputeMaster Lease, Tenant and Subtenant makes its request to examine the Master Landlord's books to Sublandlord within the applicable time frame set forth in Section 2.6 of the Master Lease, then Sublandlord shall pay permit Subtenant to exercise Sublandlord's right to examine such books and records of the Master Landlord, all at Subtenant's sole cost and expense. Subtenant shall have right to audit the statements of Operating Expenses rendered by Sublandlord on a basis consistent with Sublandlord's right to conduct an audit pursuant to Section 2.6 of the Master Lease. In any event, if Subtenant exercises its right to conduct an audit pursuant to this subparagraph 4(d), Subtenant shall provide Sublandlord with a copy of the audit report within ten (10) 30 days from notice any amounts due from Tenant in accordance with the Annual Expense Statementof Subtenant's completion of such audit, but in any event within 180 days of Subtenant's notice of its intent to conduct such audit. If Sublandlord exercises its right to conduct an audit pursuant to Section 2.6 of the Master Lease, Sublandlord shall provide Subtenant with a copy of the audit within 30 days of Sublandlord's completion of such audit. In the event of any overpayment on account of Operating Expenses made by Subtenant, the amount of overpayment will be credited against the next payment shall be without prejudice or payments of Rent; however, if the Term has ended and Subtenant has no further obligations to TenantSublandlord, Sublandlord will refund the excess to Subtenant within thirty (30) days. In the event of any underpayment on the account of Operating Expenses made by Subtenant, Subtenant will deliver the amount of the underpayment to Sublandlord within 30 days of Subtenant's positiondelivery of the audit report to Sublandlord.

Annual Settlement. Within 120 days after the end close of each calendar year or as soon after such 120-day period as practicableduring the Term, Landlord will deliver to Tenant a its annual statement of amounts payable by Tenant under SECTION 5.1 Tenant’s Share of Operating Costs, Insurance Costs, and Taxes for such calendar year prepared and certified by Landlord (the "ANNUAL EXPENSE STATEMENT"each, a “Statement”). If If, on the Annual Expense Statement shows basis of such statement, Tenant owes an amount owing by Tenant that is less than the Estimated Taxes and Expense estimated payments previously made by Tenant for such calendar year, the Landlord will either refund such excess will be held by Landlord and credited amount to Tenant or credit such excess amount against the next payment of Rent; howeverpayment(s), if any, due from Tenant to Landlord (or, if after the term has ended and Tenant was not in default at its endexpiration or termination of this Lease, Landlord will provide a reconciliation within 120 days, and the applicable refund the excess to Tenant or deficiency payment will be payable within 60 30 days of the date of the Annual Expense Statementafter such reconciliation). If on the Annual Expense Statement shows basis of such statement Tenant owes an amount owing by Tenant that is more than the Estimated Taxes and Expense estimated payments previously made by Tenant for such calendar year, Tenant will pay the deficiency to Landlord within ten (10) 30 days after the delivery of such statementStatement. Each Annual Expense Statement provided If this Lease commences on a day other than the first day of a calendar year or terminates on a day other than the last day of a calendar year, Tenant’s Share of Operating Costs, Insurance Costs, and Taxes applicable to the calendar year in which such commencement or termination occurs will be prorated on the basis of the number of days within such calendar year that are within the Term. Notwithstanding anything contained herein to the contrary, any reconciliation effected by Landlord under this SECTION 5.5 shall be conclusive and binding upon Tenant unless within sixty (60) days after receipt thereof, hereunder that discloses a deficiency in payments by Tenant shall notify Landlord not have a retroactive impact beyond the date that it disputes the correctness of the Annual Expense Statement, specifying the respects in which the Annual Expense Statement is claimed to be incorrect. Tenant, at its expense, shall then have the right to audit Landlord's books and records relating 12 months prior to the Annual Expense Statement. Pending determination of the dispute, Tenant shall pay within ten most recently ended calendar year (10) days from notice any amounts due from Tenant in accordance with the Annual Expense Statement, but such payment shall be without prejudice to Tenant's positionor other accounting period).

Annual Settlement. Within 120 As soon as practicable after the ad valorem real estate tax bxxx is issued by the County Assessor for each calendar year, but in no event more than 90 days after the end close of each calendar year or as soon after such 120-day period as practicableyear, Landlord will deliver to Tenant a its statement of amounts payable by Tenant under SECTION 5.1 Tenant’s Share of Common Area Expenses for such calendar year prepared and certified by Landlord (year. If, on the "ANNUAL EXPENSE STATEMENT"). If the Annual Expense Statement shows basis of such statement, Tenant owes an amount owing by Tenant that is less than the Estimated Taxes and Expense estimated payments previously made by Tenant for such calendar year, the Landlord will either refund such excess will be held by Landlord and credited amount to Tenant or credit such excess amount against the next payment of Rent; howeverAdditional Rent payment(s), if any, due from Tenant to Landlord. If, on the term has ended and basis of such statement, Tenant was not in default at its end, Landlord will refund the excess to Tenant within 60 days of the date of the Annual Expense Statement. If the Annual Expense Statement shows owes an amount owing by Tenant that is more than the Estimated Taxes and Expense estimated payments previously made by Tenant for such calendar year, Tenant will pay the deficiency to Landlord within ten (10) 30 days after the delivery of such statement. Each Annual Expense Statement provided If this Lease commences on a day other than the first day of a calendar year or terminates on a day other than the last day of a calendar year, Tenant’s Share of Common Area Expenses and Taxes applicable to the calendar year in which such commencement or termination occurs will be prorated on the basis of the number of days within such calendar year that are within the Term. Within sixty (60) days after Tenant has received any statement or accounting from Landlord related to Common Area Expenses, Tenant may elect, at Tenant’s sole cost and expense, to audit Landlord’s books and records for the Building for the purposes of auditing Landlord’s calculation of such Common Area Expenses for the period covered by the applicable statement or accounting using an independent certified public accountant selected by Tenant. Such accountant shall not be compensated on a contingency fee basis, and such accountant’s review must be completed and its report submitted to Landlord under this SECTION 5.5 shall be conclusive and binding upon Tenant unless within sixty (60) days after receipt thereofTenant gives Landlord notice of it exception to the statement. If Landlord confirms the results of Tenant’s accountant’s review, which confirmation by Landlord shall not be unreasonably withheld, conditioned or delayed, then (i) such confirmation shall be considered final and binding on both parties, and (ii) Tenant shall notify Landlord pay all costs associated with its audit, unless it shows that it disputes the correctness of the Annual Expense StatementCommon Area Expenses were overstated by at least five percent (5%), specifying the respects in which case, Landlord shall reimburse Tenant the Annual Expense Statement is claimed to be incorrect. costs of Tenant, at its expense, shall then have the right to ’s audit Landlord's books and records relating to the Annual Expense Statementwithin thirty (30) days of invoice by Tenant. Pending determination resolution of the disputeany such exceptions, Tenant shall pay within ten (10) days from notice all amounts shown on such Landlord’s statement, subject to credit, refund or additional payment after any amounts due from Tenant in accordance with the Annual Expense Statement, but such payment shall be without prejudice to Tenant's positionexceptions are resolved.

Annual Settlement. Within 120 days after the end of each calendar year or as soon after such 120-day period as practicable, Landlord will deliver to Tenant a statement of amounts payable by Tenant under SECTION Section 5.1 for such calendar year prepared by Landlord. Such statement will be final and certified by binding upon Landlord (the "ANNUAL EXPENSE STATEMENT")and Tenant unless Tenant objects to it in writing to Landlord within 30 days after it is given to Tenant. If the Annual Expense Statement such statement shows an amount owing by Tenant that is less than the Estimated Taxes and Expense payments estimated payments, if any, previously made by Tenant for such calendar year, the excess will be held by Landlord and credited against the next payment of Rent; however, if the term Term has ended and Tenant was not in default at its end, Landlord will refund the excess to Tenant within 60 days of the date of the Annual Expense StatementTenant. If the Annual Expense Statement such statement shows an amount owing by Tenant that is more than the Estimated Taxes and Expense payments estimated payments, if any, previously made by Tenant for such calendar year, Tenant will pay the deficiency without deduction or setoff to Landlord within ten (10) 30 days after the delivery of such statementstatement subject to the limitation set forth in Section 5.1(a). Each Annual Expense Statement provided by Landlord under this SECTION 5.5 Tenant shall be conclusive have the right at its own expense and binding upon Tenant unless at a reasonable time (after written notice to Landlord) within sixty (60) 30 days after receipt of the statement to review Landlord's record of operating expenses relevant to this Article. In the event Tenant does not review Landlord's records and deliver the results thereof to Landlord within said 30 day period, the terms and amounts set forth in the statement shall be deemed conclusive and final and Tenant shall have no further right to adjustment. In the event Tenant's examination reveals an error has been made or that ineligible charges were included, and Landlord disagrees with the results thereof, Tenant Landlord shall notify Landlord that it disputes have 30 days to obtain an audit from an accountant of its choice. In the correctness of the Annual Expense Statement, specifying the respects in which the Annual Expense Statement is claimed to be incorrect. Tenant, at its expense, shall then have the right to audit event Landlord's books accountant and records relating Tenant's accountant are unable to the Annual Expense Statement. Pending reconcile their results, both accountants shall mutually agree on a third accountant, whose determination of the dispute, Tenant shall pay within ten (10) days from notice any amounts due from Tenant in accordance with the Annual Expense Statement, but such payment shall be without prejudice to Tenant's positionconclusive.

Annual Settlement. Within 120 days after the end of each calendar year or as soon after such 120-day period as practicable, Landlord will shall deliver to Tenant with the Notice of Estimated Increase in Operating Expenses, a statement of amounts Tenant's Proportionate Share of the actual Operating Expenses, as determined pursuant to this Section, which were paid or are payable by Tenant under SECTION 5.1 for such Landlord during the calendar year prepared just ended, indicating therein the amount by which Tenant shall have overpaid or underpaid, based upon the Notice of Estimated Increase in Operating Expenses for the year just ended. Such statement will be final and certified by binding upon Landlord and Tenant unless Tenant objects to it in writing to Landlord within thirty (the "ANNUAL EXPENSE STATEMENT")30) days after it is given to Tenant. If the Annual Expense Statement such statement shows an amount owing by Tenant that is less than the Estimated Taxes and Expense estimated payments previously made by Tenant for such calendar year, the excess will be held by Landlord and credited against the next payment of Rent; however, if the term Term has ended and Tenant was not in default at its end, Landlord will refund the excess to Tenant within 60 days of the date of the Annual Expense StatementTenant. If the Annual Expense Statement such statement shows an amount owing by Tenant that is more than the Estimated Taxes and Expense payments previously made by Tenant for such previous calendar year, Tenant will pay the deficiency to Landlord within ten thirty (1030) days after the delivery of such statement. Each Annual Expense Statement provided by Landlord under this SECTION 5.5 shall be conclusive and binding upon Tenant unless within sixty (60) days after receipt thereof, Tenant shall notify Landlord that it disputes the correctness may review Landlord's records of the Annual Expense Statement, specifying the respects in which the Annual Expense Statement is claimed to be incorrect. TenantOperating Expenses, at its Tenant's sole cost and expense, shall then have at the right to audit place Landlord normally maintains such records during Landlord's books and records relating to the Annual Expense Statement. Pending determination of the dispute, Tenant shall pay within ten (10) days from notice any amounts due from Tenant in accordance with the Annual Expense Statement, but such payment shall be without prejudice to Tenant's positionnormal business hours upon reasonable advance written notice.