Common use of Audit and Adjustment Procedures Clause in Contracts

Audit and Adjustment Procedures. (1)...... After the expiration of each calendar year (provided, however, that Landlord shall use its commercially reasonable efforts to do so within one hundred twenty (120) days thereafter), Landlord shall submit to Tenant a statement setting forth the actual Operating Expenses and Taxes ("Actual Operating Expenses and Taxes") for such calendar year, including (a) Tenant's Pro Rata Share of Actual Operating Expenses and Taxes for such period, and (b) the aggregate of Tenant's payments of Operating Expenses and Taxes for such period. Within thirty (30) days after the delivery of such statement (including any statement delivered after the expiration or termination of the Term of this Lease), the party in whose favor the difference, if any, between clauses (a) and (b) exists shall pay the amount of such difference to the other; provided, however, that overpayments by Tenant may at Landlord's option be credited against the next payments of Operating Expenses due except with respect to the last year of the Term. (2)...... The annual determination and statement of Actual Operating Expenses and Taxes shall be prepared in accordance with Generally Accepted Accounting Principles ("GAAP"). In the event of any dispute as to any Actual Operating Expenses and Taxes due hereunder, Tenant and its employees and agents, shall have the right to inspect Landlord's accounting records relative to Operating Expenses and Taxes in dispute at the office in which Landlord maintains its records during normal business hours at any time within one hundred twenty (120) days following the furnishing by Landlord to Tenant of such statement, subject to the execution of a confidentiality agreement reasonable acceptable to Landlord. Unless Tenant shall take written exception of any item in any such statement within such one hundred twenty (120) day period, such statement shall be considered as accepted by Tenant. If Tenant makes such timely written exception, a certification as to the proper amount of Rent shall be made by a nationally recognized certified public accountant not compensated on a contingency fee type basis and subject to a confidentiality agreement reasonably acceptable to Landlord, that is mutually acceptable to Tenant and Landlord (which certification shall be final and conclusive). Tenant agrees to pay the cost of such certification unless it is determined that Landlord's original determination of both Taxes and Operating Expenses was in error by more than three percent (3%) over Tenant's actual obligation whereby Landlord shall reimburse Tenant for such certification. (3)...... In the event of the termination of this Lease by expiration of the stated Term or for any other cause or reason prior to the determination of an adjustment to Rent permitted by this Lease, Tenant's agreement to pay its Pro Rata Share of Taxes and Actual Operating Expenses up to the time of termination shall survive the termination of this Lease. (4)...... All calculations to be made under this Section 5 shall be made, furnished, handled, and (where applicable) billed separately.

Audit and Adjustment Procedures. (1)...... After the expiration of each calendar year (provided, however, that Landlord shall use its commercially reasonable efforts to do so within one hundred twenty (120) days thereafter), Landlord shall submit to Tenant a statement setting forth the actual Operating Expenses and Taxes ("Actual Operating Expenses and Taxes") for such calendar year, including (a) Tenant's Pro Rata Share of Actual Operating Expenses and Taxes for such period, and (b) the aggregate of Tenant's payments of Operating Expenses and Taxes for such period. Within thirty (30) days after the delivery of such statement (including any statement delivered after the expiration or termination of the Term of this Lease), the party in whose favor the difference, if any, between clauses (a) and (b) exists shall pay the amount of such difference to the other; provided, however, that overpayments by Tenant may at Landlord's option be credited against the next payments of Operating Expenses due except with respect to the last year of the Term. (2)...... The annual determination and statement of Actual Taxes and Operating Expenses and Taxes Costs shall be prepared in accordance with Generally Accepted Accounting Principles ("GAAP")generally accepted accounting principles. In the event of any dispute as to any Actual Operating Expenses and Taxes Rent due hereunder, Tenant and its employees and agents, shall have the right light to inspect Landlord's accounting records relative to Taxes and Operating Expenses and Taxes in dispute Costs at the office in which Landlord maintains its records during normal business hours at any time within one hundred twenty fifteen (1201 5) days following the furnishing by Landlord to Tenant of such statement, subject to the execution of a confidentiality agreement reasonable acceptable to Landlord. Unless Tenant shall take written exception of any item in any such statement within such one hundred twenty fifteen (12015) day period, such statement shall be considered as final and accepted by Tenant. If Tenant makes such timely written exception, a certification as to the proper amount of Rent shall be made by a nationally recognized certified public accountant not compensated on a contingency fee type basis and subject to a confidentiality agreement reasonably acceptable to Landlord, that is mutually acceptable to Tenant and Certified Public Accountant designated by Landlord (which certification shall be final and conclusive). Tenant agrees to pay the cost of such certification unless it is determined that Landlord's original determination of both Taxes and Operating Expenses Costs was in error by more than three percent (33.0%) over Tenant's actual obligation whereby Landlord shall reimburse Tenant for such certificationobligation. (3)...... 2) In the event of the termination of this Lease by expiration of the stated Term or for any other cause or reason prior to the determination of an adjustment to Rent permitted by this Lease, Tenant's agreement to pay its Pro Rata Share pro rata share of increases in Taxes and Actual Operating Expenses Costs up to the time of termination shall survive the termination of this Lease, and Tenant shall pay all amounts due to Landlord within fifteen (15) days after being billed therefore. In the event of termination of this Lease by expiration of t11e stated Term or for any other cause or reason whatsoever, except default by Tenant of any of the terns or provisions of this Lease, prior to the determination of adjustments as hereinabove set forth in Sections 5 and 6, Landlord 's agreement to refund any excess Rent paid by Tenant up to the time of termination shall survive termination of the Lease, and Landlord shall pay the amount due, adjusted by the an1ounts of any applicable offsets, to Tenant within fifteen (15) days of Landlord's determination of such amounts. (4)...... 3) All calculations to be made under this Section 5 6 shall be made, furnished, handled, and (where applicable) billed separately. (4) Subject to the rights of Landlord hereunder any refund to which Tenant may be entitled under the provision of any of Subsections 6.A. and 6.B. may not be used by Tenant to offset any payments of Rent or other payments then due or that become due Landlord under this Lease. (5) If the Term of this Lease commences on any day other than the first day of January, or if the Term of this Lease ends on any day other than the last day of December, Tenant's Proportionate Share of Taxes and Operating Costs for such partial year shall be pro­ rated on the basis by which the number of days in such partial year bears to 365. (6) All sums which Tenant is required to pay or discharge pursuant to Sections 5 and 6 of this Lease shall, together with any interest or other sums which may be addedfor late payment thereof, constitute "Rent" hereunder.

Audit and Adjustment Procedures. (1)...... After the expiration of each calendar year (provided, however, that Landlord shall use its commercially reasonable efforts to do so within one hundred twenty (120) days thereafter), Landlord shall submit to Tenant a statement setting forth the actual Operating Expenses and Taxes ("Actual Operating Expenses and Taxes") for such calendar year, including (a) Tenant's Pro Rata Share of Actual Operating Expenses and Taxes for such period, and (b) the aggregate of Tenant's payments of Operating Expenses and Taxes for such period. Within thirty (30) days after the delivery of such statement (including any statement delivered after the expiration or termination of the Term of this Lease), the party in whose favor the difference, if any, between clauses (a) and (b) exists shall pay the amount of such difference to the other; provided, however, that overpayments by Tenant may at Landlord's option be credited against the next payments of Operating Expenses due except with respect to the last year of the Term. (2)...... The annual determination and statement of Actual Taxes and Operating Expenses and Taxes Costs shall be prepared by Landlord no later than April 15 of each year, in accordance with Generally Accepted Accounting Principles ("GAAP")generally accepted accounting principles. In the event of any dispute as to any Actual Operating Expenses and Taxes Rent due hereunderunder this Lease, Tenant and its employees and agents, shall have the right to inspect Landlord's ’s accounting records records, within two years of the applicable Deposit Year, relative to Taxes and Operating Expenses and Taxes in dispute Costs at the office in which Landlord maintains its records in the Denver/Boulder metropolitan area, currently located at 0000 Xxxxxxx Xxxxx, Xxxxx 000, in Boulder Colorado, during normal business hours at any time within one hundred twenty (120) days following the furnishing by Landlord to Tenant of such the statement, subject to the execution of a confidentiality agreement reasonable acceptable to Landlord. Unless Tenant shall take written exception of any item and Landlord will cooperate in any good faith for such statement within such one hundred twenty (120) day period, such statement shall be considered as accepted by Tenantexamination/audit. If Tenant makes such timely written exception, a certification as to the proper amount of Rent shall be made by a nationally recognized certified public accountant not compensated on a contingency fee type basis and subject to a confidentiality agreement reasonably acceptable to Landlord, that is mutually acceptable to Tenant and Landlord (which certification shall be final and conclusive). Tenant agrees to pay the cost of such certification unless it is determined discovered that Landlord's original determination Tenant has been invoiced or has otherwise paid an amount in excess of both Tenant’s Proportional Share of allowable Taxes and Operating Expenses was Costs, Tenant shall deliver to Landlord copies of applicable audits, reports or other results from it examination, Landlord will pay to Tenant such excess amount within thirty (30) days after receipt of Tenant’s statement, and will modify applicable future Tax and Operating Cost charges. If Landlord has any objection or dispute with Tenant’s statement, Landlord shall provide written notice thereof to Tenant within thirty (30) days after receipt of Tenant’s statement, indicating in reasonable detail the particular objections or disputes made by Landlord. If any error by more or miscalculation discovered through Tenant’s examination is equal to or greater than three five percent (35.0%) over of the sum of Taxes and Operating Costs initially invoiced to and paid by Tenant's actual obligation whereby , Landlord shall reimburse pay the reasonable cost of Tenant’s examination/audit. Notwithstanding the foregoing, there shall be no time limitations regarding payment to Tenant by Landlord for such certificationany material errors in the calculation, billing, or Tenant’s payment of Taxes or Operating Costs. (3)...... In b) If the event of the termination Term of this Lease by expiration commences on any day other than the 1st day of a calendar year, or if the Term of this Lease ends on any day other than the last day of the stated Term or for last month of the term, any other cause or payment due to Landlord by reason prior to the determination of an adjustment to Rent permitted by this Lease, Tenant's agreement to pay its Pro Rata Share of increase in Taxes and Actual or Operating Expenses up to the time of termination shall survive the termination of this Lease. (4)...... All calculations to be made under this Section 5 Costs shall be made, furnished, handled, and (where applicable) billed separatelyprorated on the basis by which the number of days in such partial year bears to 365.

Audit and Adjustment Procedures. (1)...... After the expiration of each calendar year (provided, however, that Landlord shall use its commercially reasonable efforts to do so within one hundred twenty (120) days thereafter), Landlord shall submit to Tenant a statement setting forth the actual Operating Expenses and Taxes ("Actual Operating Expenses and Taxes") for such calendar year, including (a) Tenant's Pro Rata Share of Actual Operating Expenses and Taxes for such period, and (b) the aggregate of Tenant's payments of Operating Expenses and Taxes for such period. Within thirty (30) days after the delivery of such statement (including any statement delivered after the expiration or termination of the Term of this Lease), the party in whose favor the difference, if any, between clauses (a) and (b) exists shall pay the amount of such difference to the other; provided, however, that overpayments by Tenant may at Landlord's option be credited against the next payments of Operating Expenses due except with respect to the last year of the Term. (2)...... The annual determination and statement of Actual Taxes and Operating Expenses and Taxes shall be prepared in accordance with Generally Accepted Accounting Principles ("GAAP")generally accepted accounting principles. In the event of any dispute as to any Actual Operating Expenses and Taxes Rent due hereunder, Tenant and its employees and agents, shall have the right to inspect Landlord's accounting records relative to Taxes and Operating Expenses and Taxes in dispute at the office in which Landlord maintains its records during normal business hours at any time within one hundred twenty fifteen (12015) days following the furnishing by Landlord to Tenant of such statement, subject to the execution of a confidentiality agreement reasonable acceptable to Landlord. Unless Tenant shall take written exception of any item in any such statement within such one hundred twenty fifteen (12015) day period, such statement shall be considered as accepted by Tenant. If Tenant makes such timely written exception, a certification as to the proper amount of Rent shall be made by a nationally recognized certified public accountant not compensated on a contingency fee type basis and subject to a confidentiality agreement reasonably acceptable to Landlord, that is mutually acceptable to Tenant and Certified Public Accountant designated by Landlord (which certification shall be final and conclusive). Tenant Xxxxxx agrees to pay the cost of such certification unless it is determined that Landlord's original determination of both Taxes and Operating Expenses was in error by more than three percent (3%) over Tenant's actual obligation whereby Landlord shall reimburse Tenant for such certificationobligation. (3)...... 2) In the event of the termination of this Lease by expiration of the stated Term or for any other cause or reason prior to the determination of an adjustment to Rent permitted by this Lease, Tenant's agreement to pay its Pro Rata Share of increases in Taxes and Actual Operating Expenses up to the time of termination shall survive termination of this Lease, and Tenant shall pay all amounts due to Landlord within fifteen (15) days after being billed therefor. In the event of termination of this Lease by expiration of the stated Term or for any other cause or reason whatsoever, except default by Tenant of any of the terms or provisions of this Lease, prior to the determination of adjustments as hereinabove set forth in Section 5, Landlord's agreement to refund any excess Rent paid by Tenant up to the time of termination shall survive termination of the Lease, and Landlord shall pay the amount due, adjusted by the amounts of any applicable offsets, to Tenant within fifteen (15) days of Landlord's determination of such amount. This covenant shall survive the expiration or termination of this Lease. (4)...... 3) All calculations to be made under this Section 5 shall be made, furnished, handled, and (where applicable) billed separately. (4) Subject to the rights of Landlord hereunder, any refund to which Tenant may be entitled under the provisions of any of subsections 5.C.(1), 5.C.(2), 5.D.(1), 5.D.(2) and 5.D.(3) may not be used by Tenant to offset any payments of Base Rent or other payments then due or that become due Landlord under this Lease. (5) If the Term of this Lease commences on any day other than the first day of January, or if the Term of this Lease ends on any day other than the last day of December, any payment due to Landlord by reason of an increase in Taxes or Operating Expenses shall be prorated on the basis by which the number of days in such partial year bears to 365. (6) All sums which Tenant is required to pay or discharge pursuant to this Section 5 of this Lease in addition to Base Rent, together with any interest or other sums which may be added for late payment thereof, shall constitute "Rent" hereunder.

Audit and Adjustment Procedures. (1)...... After the expiration of each calendar year (provided, however, that Landlord shall use its commercially reasonable efforts to do so within one hundred twenty (120) days thereafter), Landlord shall submit to Tenant a statement setting forth the actual Operating Expenses and Taxes ("Actual Operating Expenses and Taxes") for such calendar year, including (a) Tenant's Pro Rata Share of Actual Operating Expenses and Taxes for such period, and (b) the aggregate of Tenant's payments of Operating Expenses and Taxes for such period. Within thirty (30) days after the delivery of such statement (including any statement delivered after the expiration or termination of the Term of this Lease), the party in whose favor the difference, if any, between clauses (a) and (b) exists shall pay the amount of such difference to the other; provided, however, that overpayments by Tenant may at Landlord's option be credited against the next payments of Operating Expenses due except with respect to the last year of the Term. (2)...... The annual determination and statement of Actual Taxes and Operating Expenses and Taxes Costs shall be prepared in accordance with Generally Accepted Accounting Principles ("GAAP")generally accepted accounting principles. In the event of any dispute as to any Actual Operating Expenses and Taxes Rent due hereunder, Tenant and its employees and agents, shall have the right to inspect Landlord's accounting records relative to Taxes and Operating Expenses and Taxes in dispute Costs at the office in which Landlord maintains its records during normal business hours at any time anytime within one hundred twenty fifteen (12015) days following the furnishing by Landlord to Tenant of such statement, subject to the execution of a confidentiality agreement reasonable acceptable to Landlord. Unless Tenant shall take written exception of any item in any such statement within such one hundred twenty fifteen (12015) day period, such statement shall be considered as final and accepted by Tenant. If Tenant makes such timely written exception, a certification as to the proper amount of Rent shall be made by a nationally recognized certified public accountant not compensated on a contingency fee type basis and subject to a confidentiality agreement reasonably acceptable to Landlord, that is mutually acceptable to Tenant and Certified Public Accountant designated by Landlord (which certification shall be final and conclusive). Tenant agrees to pay the cost of such certification unless it is determined that Landlord's original determination of both Taxes and Operating Expenses Costs was in error by more than three percent (3%) over Tenant's actual obligation whereby Landlord shall reimburse Tenant for such certificationobligation. (3)...... 2) In the event of the termination of this Lease by expiration of the stated Term or for any other cause or reason prior to the determination of an adjustment to Rent permitted by this Lease, Tenant's agreement to pay its Pro Rata Share pro rata share of increases in Taxes and Actual Operating Expenses Costs up to the time of termination shall survive the termination of this Lease, and Tenant shall pay all amounts due to Landlord within fifteen (15) days after being billed therefore. In the event of termination of this Lease by expiration of the stated Term or for any other cause or reason whatsoever, except default by Tenant of any of the terms or provisions of this Lease, prior to the determination of adjustments as herein above set forth in Sections 5 and 6, Landlord's agreement to refund any excess Rent paid by Tenant up to the time of termination shall survive termination of the Lease, and Landlord shall pay the amount due, adjusted by the amounts of any applicable offsets, to Tenant within fifteen (15) days of Landlord's determination of such amount. (4)...... 3) All calculations to be made under this Section 5 6 shall be made, furnished, handled, and (where applicable) billed separately. (4) Subject to the rights of Landlord hereunder any refund to which Tenant may be entitled under the provision of any of Subsections 6.A. (l), 6.A. (2), 6.B. (l), 6.B. (2) and 6.B. (3) may not be used by Tenant to offset any payments of Base Rent, Additional Rent or other payments then due or that become due Landlord under this Lease. (5) If the Term of this Lease commences on any day other than the first day of January, or if the Term of this Lease ends on any day other than the last day of December, any payment due to Landlord by reason of an increase in Taxes or Operating Costs shall be pro rated on the basis by which the number of days in such partial year bears to 365. (6) All sums which Tenant is required to pay or discharge pursuant to Sections 5 and 6 of this Lease in addition to Base Rent and Additional Rent, together with any interest or other sums which may be added for late payment thereof, shall constitute "Rent" hereunder.