Common use of Computation of Adjustments to Base Year Costs Clause in Contracts

Computation of Adjustments to Base Year Costs. Any adjustment to Base Year Costs will commence to occur in Month 13 of the Sublease term with subsequent adjustments occurring every twelve months thereafter (i.e., in Months 25, 37, 49, etc. as appropriate under the Sublease term). Sublessee shall be responsible for any increase between Sublessee’s proportionate share of Base Year Costs and Sublessee’s proportionate share of each respective Comparison Year’s Costs. The increase shall be the increase to each expense individually. These costs shall be initially calculated based on estimated (projected) costs with reconciliation to actual costs when annual audited numbers are completed. For the purpose of calculating projected increases to Base Year Costs, Lessor shall review historical data to predict if any estimated increases would be anticipated in a Comparison Year(s). If they are, then commencing in Month 13 and/or every twelve-month period thereafter, Lessor will assess Sublessee a monthly charge to be paid together with monthly base rent. Once actual cost data for Comparison Year(s) Real Estate Taxes and Operating Services for the entire Building is formulated in accordance with generally accepted accounting principles and adjusted to the greater of actual occupancy or 95% occupancy, then Sublessee’s estimated pass-through costs shall be corrected with Sublessee or Lessor, as appropriate, reimbursing the other for the difference between the estimated and actual costs, at that time in a lump sum payment. Sublessee shall pay Sublessee’s proportionate share of increases over Base Year Costs for Operating Services and Real Estate Taxes directly to Lessor and shall coordinate all inquiries or disputes regarding same directly with Lessor. Upon termination of this Sublease, the amount of any corrected amount between estimated and actual costs with respect to the final Comparison Year shall survive the termination of this Sublease and shall be paid to Sublessee or Lessor as appropriate within thirty (30) days after final reconciliation. Computation of or adjustment to Operating Services and/or Real Estate Taxes pursuant to this paragraph or to rent pursuant to Paragraph 3 shall be computed based on a three hundred sixty-five (365) day year. Forr an example, see Exhibit A attached hereto.

Computation of Adjustments to Base Year Costs. Any adjustment to Commencing with calendar year 2013, Lessor will provide Lessee with its estimate of Lessee’s proportionate share of any increases in Base Year Costs will commence to occur in Month 13 for such calendar year based on a review of historical data. Commencing with the 13th month of the Sublease term Lease term, and the 1st month of any calendar year thereafter. Lessee will pay with subsequent adjustments occurring every twelve months thereafter (i.e.its Monthly Rent such monthly estimated amount of Lessee’s proportionate share of any increases in Base Year Costs for such calendar year. If Lessor has not provided an updated estimate of Lessee’s proportionate share of increases in Base Year Costs at the time any calendar year commences, in Months 25, 37, 49, etcLessee shall continue to make estimated payments at the same rate as the prior year until Lessor provides a new estimated amount to Lessee. as appropriate under the Sublease term). Sublessee Lessee shall be responsible for any increase between SublesseeLessee’s proportionate share of Base Year Costs and SublesseeLessee’s proportionate share of each respective Comparison Year’s Year(s) Costs, subject to the proration of such increases in 2013 as provided above. The increase shall be the increase to each expense individually. These As provided above, these costs shall be initially calculated based on estimated (projected) costs with reconciliation to actual costs when annual audited numbers are completed. For the purpose of calculating projected increases to Base Year Costs, Lessor shall review historical data to predict if any estimated increases would be anticipated in a Comparison Year(s). If they are, then commencing in Month 13 and/or every twelve-month period thereafter, Lessor will assess Sublessee a monthly charge to be paid together with monthly base rent. Once actual cost data for Comparison Year(s) Real Estate Taxes and Operating Services for the entire Building is formulated in accordance with generally accepted accounting principles and adjusted to the greater of actual occupancy or 95% occupancy, then SublesseeLessor shall provide a written statement of same to Lessee together with reasonable back-up documentation and Lessee’s estimated pass-through costs shall be corrected with Sublessee Lessee or Lessor, as appropriate, reimbursing the other for the difference between the estimated and actual costs, at that time costs in a lump sum paymentpayment within sixty (60) days of Lessee’s receipt of Lessor’s statement, unless Lessee disagrees with Lessor’s written statement. Sublessee If Lessee disagrees with Lessor’s written statement and objects within 60 days of Lessee’s receipt of such statement, Lessee shall pay Sublesseehave the right to review Lessor’s proportionate share calculation of increases over Base Year Costs for the Operating Services and Real Estate Taxes directly for the Comparison Year to which such statement applies. Within a reasonable time after receiving Lessee’s objection, Lessor shall deliver to Lessee, or make available for inspection at a location reasonably designated by Lessor, copies of such records. Within 60 days after such records are made available to Lessee (the “Objection Period”), Lessee may deliver to Lessor notice (an “Objection Notice”) stating with reasonable specificity any objections to Lessor’s determination of Operating Services or Real Estate Taxes, in which event Lessor and Lessee shall coordinate work together in good faith to resolve Lessee’s objections. Lessee shall be responsible for all inquiries or disputes regarding same directly with Lessorcosts of such review unless it is determined that Lessor has overstated Lessee’s share of Operating Services and Real Estate Taxes by more than five percent (5%), in which event Lessor shall reimburse Lessee for the reasonable costs incurred by Lessee for such review within thirty (30) days of Lessee’s written demand therefore. Upon termination of this SubleaseLease, the amount of any corrected amount between estimated and actual costs with respect to the final Comparison Year shall survive the termination of this Sublease the Lease and shall be paid to Sublessee Lessee or Lessor as appropriate within thirty (30) days after final reconciliation. Computation of or adjustment to Operating Services and/or Real Estate Taxes pursuant to this paragraph or to rent pursuant to Paragraph 3 shall be computed based on a three hundred sixty-five (365) day year. Forr For an example, see Exhibit A B attached hereto.

Computation of Adjustments to Base Year Costs. Any adjustment to Base Year Costs will commence to occur in Month 13 of the Sublease lease term with subsequent adjustments occurring commencing every twelve months thereafter (i.e., of the lease term or in Months 25, 37, 49, etc. as appropriate under the Sublease lease term). Sublessee Lessee shall be responsible for any increase between SublesseeLessee’s proportionate share of Base Year Costs and SublesseeLessee’s proportionate share of each respective Comparison Year’s Year(s) Costs. The increase shall be the increase to each expense individually. These costs shall be initially calculated based on estimated (projected) costs with reconciliation to actual costs when annual audited numbers are completed. For the purpose of calculating projected increases to Base Year Costs, Lessor shall review historical data to predict if any estimated increases would be anticipated in a Comparison Year(s). If they are, then commencing in Month 13 and/or every twelve-twelve month period thereafter, Lessor will assess Sublessee a monthly charge to be paid together with monthly base rent. Once actual cost data for Comparison Year(s) Real Estate Taxes and Operating Services for the entire Building is formulated in accordance with generally accepted accounting principles and adjusted to the greater of actual occupancy or 95% occupancy, then SublesseeLessee’s estimated pass-through costs shall be corrected with Sublessee Lessee or Lessor, as appropriate, reimbursing the other for the difference between the estimated and actual costs, at that time in a lump sum payment. Sublessee shall pay Sublessee’s proportionate share of increases over Base Year Costs for Operating Services and Real Estate Taxes directly to Lessor and shall coordinate all inquiries or disputes regarding same directly with Lessor. Upon termination of this Subleaselease, the amount of any corrected amount between estimated and actual costs with respect to the final Comparison Year shall survive the termination of this Sublease the lease and shall be paid to Sublessee Lessee or Lessor as appropriate within thirty (30) days after final reconciliation. Computation of or adjustment to Operating Services and/or Real Estate Taxes pursuant to this paragraph or to rent pursuant to Paragraph 3 shall be computed based on a three hundred sixty-five (365) day year. Forr For an example, see Exhibit A B attached hereto.

Computation of Adjustments to Base Year Costs. Any adjustment to Base Year Costs will commence to occur in Month 13 of the Sublease term on January 1, 2004, with subsequent adjustments occurring commencing every twelve months thereafter (i.e., in Months 25, 37, 49, etcof the lease term thereafter. as appropriate under the Sublease term). Sublessee Lessee shall be responsible for any increase between Sublessee’s Lessee‘s proportionate share of Base Year Costs and Sublessee’s proportionate share of each respective any increase in a Comparison Year’s Costs over the Base Year Costs. The increase shall be the increase to each expense individually. These costs shall be initially calculated based on estimated (projected) costs with reconciliation to actual costs when annual audited numbers are completed. For the purpose of calculating projected increases to Base Year Costs, Lessor shall review historical data to predict if any estimated increases would be anticipated in a Comparison Year(s). If they are, then commencing in Month 13 and/or every twelve-month period thereafterJanuary 1, 2004, Lessor will assess Sublessee a monthly charge to be paid together with monthly base rent. Once actual cost data for Comparison Year(s) Real Estate Taxes and Operating Services for the entire Building building is formulated in accordance with generally accepted accounting principles and adjusted to the greater of actual occupancy or 95% occupancy, then SublesseeLessee’s estimated pass-through costs shall be corrected with Sublessee Lessee or Lessor, as appropriate, reimbursing the other for the difference between the estimated and actual costs, at that time in a lump sum payment. Sublessee Lessor shall pay Sublessee’s proportionate share provide to Lessee a reconciliation of increases over Base Year Costs for actual costs of Operating Services and Real Estate Taxes directly for each Comparison Year no later than May 15 of the following calendar year. Within one hundred twenty (120) days after receipt of Lessor’s reconciliation statement, Lessee shall have the right during business hours, and upon three (3) business days’ prior written notice, to examine Lessor’s books and records with respect to Operating Services and Real Estate Taxes for the Comparison Year in question at Landlord’s offices at the address first set forth above. If Lessee’s audit of the Operating Services and Real Estate Taxes reveals an overcharge of more than three percent (3%) in the aggregate, Lessor shall promptly reimburse Lessee for the ordinary and reasonable costs of the audit including, but not limited to, Lessee staff billed at the hourly payroll cost of those employees (including benefits) plus reasonable travel costs. If Lessee’s audit does not reveal an overcharge of more than three percent (3%) in the aggregate, then Lessee shall coordinate bear all inquiries costs of its audit. Any overcharge or disputes regarding same directly with Lessorunderpayment of costs of Operating Services and Real Estate Taxes discovered as a result of Lessee’s audit shall be due from one party to the other within thirty (30) days after the amount of the overcharge or underpayment has been fixed. Notwithstanding anything herein to the contrary, the costs of Operating Services and Real Estate Taxes for any Comparison Year shall be final and not subject to further review by either Lessor or Lessee on that date which is 180 days after receipt by Lessee of any statement of reconciliation of actual costs for the Comparison Year in question, or upon conclusion of any audit conducted by Lessee for that Comparison Year pursuant to the foregoing paragraph, whichever occurs later. Upon termination of this Subleaselease, the amount of any corrected amount between estimated and actual costs with respect to the final Comparison Year shall survive the termination of this Sublease the lease and shall be paid to Sublessee Lessee or Lessor as appropriate within thirty (30) days after final reconciliation. Computation of or adjustment to Operating Services and/or Real Estate Taxes pursuant to this paragraph or to rent pursuant to Paragraph 3 shall be computed based on a three hundred sixty-five (365) day year. Forr For an example, see Exhibit A B attached hereto.

Computation of Adjustments to Base Year Costs. Any adjustment to Base Year Costs will commence to occur in Month 13 of the Sublease term first month following the Base Year with subsequent adjustments occurring commencing every twelve months thereafter (i.e.of the lease term thereafter, in Months 25, 37, 49, etcas appropriate. as appropriate under the Sublease term). Sublessee Lessee shall be responsible for any increase between SublesseeLessee’s proportionate share of Base Year Costs and SublesseeLessee’s proportionate share of each respective Comparison Year’s Year(s) Costs. The increase shall be the increase to each expense individually. These costs shall be initially calculated based on estimated (projected) costs with reconciliation to actual costs when annual audited numbers are completed. For the purpose of calculating projected increases to Base Year Costs, Lessor shall review historical data to predict if any estimated increases would be anticipated in a Comparison Year(s). If they are, then commencing in Month 13 and/or every twelve-twelve month period thereafter, Lessor will assess Sublessee a monthly charge to be paid together with monthly base rent. Once actual cost data for Comparison Year(s) Real Estate Taxes and Operating Services for the entire Building is formulated in accordance with generally accepted accounting principles and adjusted (to the extent such costs vary with occupancy) to the greater of actual occupancy or 95100% occupancy, then SublesseeLessee’s estimated pass-through costs shall be corrected with Sublessee Lessee or Lessor, as appropriate, reimbursing the other for the difference between the estimated and actual costs, at that time in a lump sum payment. Sublessee Lessee or its authorized representative shall pay Sublesseehave the right to inspect the books of Lessor in Lessor’s proportionate share own office and with reasonable prior written notice to Lessor, for the purpose of increases over Base Year Costs for verifying Lessor’s determination of Operating Services and Real Estate Taxes directly to Lessor and shall coordinate all inquiries or disputes regarding same directly with LessorTaxes. Upon termination of this Subleaselease, the amount of any corrected amount between estimated and actual costs with respect to the final Comparison Year shall survive the termination of this Sublease the lease and shall be paid to Sublessee Lessee or Lessor as appropriate within thirty (30) days after final reconciliation. Computation of or adjustment to Operating Services and/or Real Estate Taxes pursuant to this paragraph or to rent pursuant to Paragraph 3 shall be computed based on a three hundred sixty-five (365) day year. Forr Lessee shall have no obligation to pay the cost of any Real Estate Taxes or Operating Services of a type not also included in the 2012 actual Real Estate Taxes or the 2012 actual Operating Services. If the 2012 actual Real Estate Taxes or the 2012 actual Operating Services are not based on a fully leased Building, then such amounts shall be increased to reflect a 100% leased Building. For an example, see Exhibit A B attached hereto.

Computation of Adjustments to Base Year Costs. Any adjustment to Base Year Costs will commence to occur in Month 13 of the Sublease Lease term with subsequent adjustments occurring commencing every twelve months thereafter (i.e., of the Lease term or in Months 25, 37, 49, etc. as appropriate under the Sublease Lease term). Sublessee Lessee shall be responsible for any increase between SublesseeLessee’s proportionate share of Base Year Costs and SublesseeLessee’s proportionate share of each respective Comparison Year’s Year(s) Costs. The increase shall be the increase to each expense individually. These costs shall be initially calculated based on estimated (projected) costs with reconciliation to actual costs when annual audited numbers are completed. For the purpose of calculating projected increases to Base Year Costs, Lessor shall review historical data to predict if any estimated increases would be anticipated in a Comparison Year(s). If they are, then commencing in Month 13 and/or every twelve-month period thereafter, Lessor will assess Sublessee a monthly charge to be paid together with monthly base rent. Once actual cost data for Comparison Year(s) Real Estate Taxes and Operating Services for the entire Building is formulated in accordance with generally accepted accounting principles and adjusted to the greater of actual occupancy or 95% occupancyoccupancy (if the Building is less than 95% occupied), then SublesseeLessee’s estimated pass-through costs shall be corrected with Sublessee Lessee or Lessor, as appropriate, reimbursing the other for the difference between the estimated and actual costs, at that time in a lump sum payment. Sublessee Landlord shall pay Sublessee’s proportionate share provide a statement (“Actual Statement”) of increases over Base Year Costs the actual costs of Operating services by May 1 of each year for Operating Services and Real Estate Taxes directly to Lessor and shall coordinate all inquiries or disputes regarding same directly with Lessorthe previous calendar year. Upon termination of this SubleaseLease, the amount of any corrected amount between estimated and actual costs with respect to the final Comparison Year shall survive the termination of this Sublease the Lease and shall be paid to Sublessee Lessee or Lessor as appropriate within thirty (30) days after final reconciliation. Computation of or adjustment to Operating Services and/or Real Estate Taxes pursuant to this paragraph or to rent pursuant to Paragraph 3 shall be computed based on a three hundred sixty-five (365) day year. Forr For an example, see Exhibit A “B” attached hereto.

Computation of Adjustments to Base Year Costs. Any adjustment to Commencing with calendar year 2013, Lessor will provide Lessee with its estimate of Lessee’s proportionate share of any increases in Base Year Costs will commence to occur in Month 13 for such calendar year based on a review of historical data. Commencing with the 13th month of the Sublease term Lease term, and the 1st month of any calendar year thereafter, Lessee will pay with subsequent adjustments occurring every twelve months thereafter (i.e.its Monthly Rent such monthly estimated amount of Lessee’s proportionate share of any increases in Base Year Costs for such calendar year. If Lessor has not provided an updated estimate of Lessee’s proportionate share of increases in Base Year Costs at the time any calendar year commences, in Months 25, 37, 49, etcLessee shall continue to make estimated payments at the same rate as the prior year until Lessor provides a new estimated amount to Lessee. as appropriate under the Sublease term). Sublessee Lessee shall be responsible for any increase between Sublessee’s Lessee‘s proportionate share of Base Year Costs and SublesseeLessee’s proportionate share of each respective Comparison Year’s Year(s) Costs, subject to the proration of such increases in 2013 as provided above. The increase shall be the increase to each expense individually. These As provided above, these costs shall be initially calculated based on estimated (projected) costs with reconciliation to actual costs when annual audited numbers are completed. For the purpose of calculating projected increases to Base Year Costs, Lessor shall review historical data to predict if any estimated increases would be anticipated in a Comparison Year(s). If they are, then commencing in Month 13 and/or every twelve-month period thereafter, Lessor will assess Sublessee a monthly charge to be paid together with monthly base rent. Once actual cost data for Comparison Year(s) Real Estate Taxes and Operating Services for the entire Building is formulated in accordance with generally accepted accounting principles and adjusted to the greater of actual occupancy or 95% occupancy, then SublesseeLessor shall provide a written statement of same to Lessee together with reasonable back-up documentation and Lessee’s estimated pass-through costs shall be corrected with Sublessee Lessee or Lessor, as appropriate, reimbursing the other for the difference between the estimated and actual costs, at that time costs in a lump sum paymentpayment within sixty (60) days of Lessee’s receipt of Lessor’s statement, unless Lessee disagrees with Lessor’s written statement. Sublessee If Lessee disagrees with Lessor’s written statement and objects within 60 days of Lessee’s receipt of such statement, Lessee shall pay Sublesseehave the right to review Lessor’s proportionate share calculation of increases over Base Year Costs for the Operating Services and Real Estate Taxes directly for the Comparison Year to which such statement applies. Within a reasonable time after receiving Lessee’s objection, Lessor shall deliver to Lessee, or make available for inspection at a location reasonably designated by Lessor, copies of such records. Within 60 days after such records are made available to Lessee (the “Objection Period”), Lessee may deliver to Lessor notice (an “Objection Notice”) stating with reasonable specificity any objections to Lessor’s determination of Operating Services or Real Estate Taxes, in which event Lessor and Lessee shall coordinate work together in good faith to resolve Lessee’s objections. Lessee shall be responsible for all inquiries or disputes regarding same directly with Lessorcosts of such review unless it is determined that Lessor has overstated Lessee’s share of Operating Services and Real Estate Taxes by more than five percent (5%), in which event Lessor shall reimburse Lessee for the reasonable costs incurred by Lessee for such review within thirty (30) days of Lessee’s written demand therefore. Upon termination of this SubleaseLease, the amount of any corrected amount between estimated and actual costs with respect to the final Comparison Year shall survive the termination of this Sublease the Lease and shall be paid to Sublessee Lessee or Lessor as appropriate within thirty (30) days after final reconciliation. Computation of or adjustment to Operating Services and/or Real Estate Taxes pursuant to this paragraph or to rent pursuant to Paragraph 3 shall be computed based on a three hundred sixty-five (365) day year. Forr For an example, see Exhibit A B attached hereto.

Computation of Adjustments to Base Year Costs. Any adjustment to Base Year Costs will commence to occur in Month 13 of the Sublease lease term with subsequent adjustments occurring commencing every twelve months thereafter (i.e., of the lease term or in Months 25, 37, 49, etc. as appropriate under the Sublease lease term). Sublessee Lessee shall be responsible for any increase between SublesseeLessee’s proportionate share of Base Year Costs and SublesseeLessee’s proportionate share of each respective Comparison Year’s Year(s) Costs. The increase shall be the increase to each expense individually. These costs shall be initially calculated based on estimated (projected) costs with reconciliation to actual costs when annual audited audited’ numbers are completed. For the purpose of calculating projected increases to Base Year Costs, Lessor shall review historical data to predict if any estimated increases would be anticipated in a Comparison Year(s). If they are, then commencing in Month 13 and/or every twelve-twelve month period thereafter, Lessor will assess Sublessee a monthly charge to be paid together with monthly base rent. Once actual cost data for Comparison Year(s) Real Estate Taxes and Operating Services for the entire Building building is formulated in accordance with generally accepted accounting principles and adjusted adjusted’ to the greater of actual occupancy or 95% occupancy, then SublesseeLessee’s estimated pass-through costs shall be corrected with Sublessee Lessee or Lessor, as appropriate, reimbursing the other for the difference between the estimated and actual costs, at that time in a lump sum payment. Sublessee shall pay Sublessee’s proportionate share of increases over Base Year Costs for Operating Services and Real Estate Taxes directly to Lessor and shall coordinate all inquiries or disputes regarding same directly with Lessor. Upon termination of this Subleaselease, the amount of any corrected amount between estimated and actual costs with respect to the final Comparison Year comparison year shall survive the termination of this Sublease the lease and shall be paid to Sublessee Lessee or Lessor as appropriate within thirty (30) days after final reconciliation. Computation of or adjustment to Operating Services and/or Real Estate Taxes pursuant to this paragraph or to rent pursuant to Paragraph 3 shall be computed based on a three hundred sixty-five (365) day year. Forr For an example, see Exhibit A B attached hereto.