Common use of Disputes Over Taxes or Operating Expenses Clause in Contracts

Disputes Over Taxes or Operating Expenses. If Tenant disputes the amount of an adjustment or the proposed estimated increase or decrease in Taxes or Operating Expenses, Tenant shall give Landlord written notice of such dispute within sixty (60) days after Landlord delivers to Tenant its annual written statement of Taxes and Operating Expenses for the preceding Calendar Year. Tenant’s Ring Central, Inc. Lease 8 failure to give such notice shall waive its right to dispute the amounts so determined. If Tenant timely objects, Tenant shall have the right to engage its own accountants (“Tenant’s Accountants”) for the purpose of verifying the accuracy of the statement in dispute, or the reasonableness of the adjustment or estimated increase or decrease. If Tenant’s Accountants determine that an error has been made, Landlord and Tenant’s Accountants shall endeavor, reasonably and in good faith, to agree upon the matter, failing which Landlord and Tenant’s Accountants shall jointly select an independent certified public accounting firm (the “Independent Accountant”) which firm shall conclusively determine whether the adjustment or estimated increase or decrease is reasonable, and if not, what amount is reasonable. Both parties shall be bound by such determination. If Tenant’s Accountants or Tenant do not participate in choosing the Independent Accountant within 20 days of notice by Landlord, then Landlord’s determination of the adjustment or estimated increase or decrease shall be conclusively determined to be reasonable and Tenant shall be bound thereby. All costs incurred by Tenant in obtaining Tenant’s Accountants and the cost of the Independent Accountant shall be paid by Tenant unless Tenant’s Accountants disclose an error, acknowledged by Landlord (or found to have conclusively occurred by the Independent Accountant), of more than ten percent (10%) in the computation of the total amount of Taxes or Operating Expenses as set forth in the statement submitted by Landlord with respect to the matter in dispute; in which event Landlord shall pay the reasonable costs incurred by Tenant in obtaining such audits. Tenant shall continue to timely pay Landlord the amount of the prior year’s adjustment and adjusted Additional Rent determined to be incorrect as aforesaid until the parties have concurred as to the appropriate adjustment or are deemed to be bound by the determination of the Independent Accountant in accordance with the preceding terms. Landlord’s delay in submitting any statement described in this Article 4 for any Lease Year shall not affect the provisions of this Paragraph, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Lease Term or any extensions thereof.

Disputes Over Taxes or Operating Expenses. If Tenant disputes the amount of an adjustment or the proposed estimated increase or decrease in Taxes or Operating Expenses, Tenant shall give Landlord written notice of such dispute within sixty thirty (6030) days after Landlord delivers gives notice to Tenant its annual written statement of Taxes and Operating Expenses for the preceding Calendar Yearsuch adjustment or proposed increase or decrease. Tenant’s Ring Central, Inc. Lease 8 's failure to give such notice shall waive its right to dispute the amounts so determined. If Tenant timely objects, Tenant shall have the right to engage its own accountants (“"Tenant’s 's Accountants”") for the purpose of verifying the accuracy of the statement in dispute, or the reasonableness of the adjustment or estimated increase or decrease. If Tenant’s 's Accountants determine that an error has been made, Landlord and Tenant’s 's Accountants shall endeavor, reasonably and in good faith, endeavor to agree upon the matter, failing which Landlord and Tenant’s 's Accountants shall jointly select an independent certified public accounting firm (the “"Independent Accountant”") which firm shall conclusively determine whether the adjustment or estimated increase or decrease is reasonable, and if not, what amount is reasonable. Both parties shall be bound by such determination. If Tenant’s 's Accountants or Tenant do not participate in choosing the Independent Accountant within 20 days of notice by Landlord, then Landlord’s 's determination of the adjustment or estimated increase or decrease shall be conclusively determined to be reasonable and Tenant shall be bound thereby. All costs incurred by Tenant in obtaining Tenant’s 's Accountants and the cost of the Independent Accountant shall be paid by Tenant unless Tenant’s 's Accountants disclose an error, acknowledged by Landlord (or found to have conclusively occurred by the Independent Accountant), of more than ten seven percent (107%) in the computation of the total amount of Taxes or Operating Expenses as set forth in the statement submitted by Landlord with respect to the matter in dispute; in which event Landlord shall pay the reasonable costs incurred by Tenant in obtaining such audits. Tenant shall continue to timely pay Landlord the amount of the prior year’s 's adjustment and adjusted Additional Rent determined to be incorrect as aforesaid until the parties have concurred as to the appropriate adjustment or are have deemed to be bound by the determination of the Independent Accountant in accordance with the preceding terms. Landlord’s 's delay in submitting submitting, any statement described in this Article 4 contemplated herein for any Lease Year shall not affect the provisions of this Paragraphparagraph, nor constitute a waiver of Landlord’s 's rights as set forth herein for said Lease Year or any subsequent Lease Years during the Lease Term or any extensions thereof. ARTICLE 5. LANDLORD'S WORK, TENANT'S WORK, ALTERATIONS AND ADDITIONS A. Landlord's Work. Landlord shall construct the Premises in accordance with Landlord's obligations as set forth in the work letter attached hereto as Exhibit B, and hereinafter referred to as "Landlord's Work." Landlord will deliver the Premises to Tenant with all of Landlord's Work completed (except for minor and non-material punch list items which in Landlord's reasonable judgment will not delay completion of Tenant's Work, as defined in subparagraph B of this Article) on or before the date specified in Exhibit B and Tenant agrees thereupon to commence and complete Tenant's Work on or before the Commencement Date. If Landlord is delayed in completing Landlord's Work by strike, shortages of labor or materials, delivery delays or other matters beyond the reasonable control of Landlord, then Landlord shall give notice thereof to Tenant and the date on which Landlord is to turn the Premises over to Tenant for Tenant's Work and the Commencement Date shall be postponed for an equal number of days as the delay as set forth in the notice. Providing, however, if such delays exceed one hundred and twenty (120) days, then either Landlord or Tenant upon notice to the other shall have the right to terminate this Lease without liability to either party. If the Commencement Date is postponed as aforesaid, Tenant agrees upon request of Landlord to execute a writing confirming the Commencement Date on such form as set forth in Exhibit E attached hereto.

Disputes Over Taxes or Operating Expenses. If Tenant disputes the amount of an adjustment Estimated Escalation Increase or the proposed estimated increase or decrease in Taxes or Operating Expensesan actual Escalation Increase, Tenant shall give Landlord written notice of such dispute within sixty one hundred fifty (60150) days after Landlord delivers to Tenant its annual written statement of Taxes and Operating Expenses for the preceding Calendar Yearapplicable Escalation Statement. Tenant’s Ring Central, Inc. Lease 8 failure to give such notice shall waive its right to dispute audit the amounts so determined. If Tenant timely objects, Tenant shall have the right to engage its own accountants (“Tenant’s Accountants”) for the purpose of verifying the accuracy of the statement in dispute, or the reasonableness of the adjustment or estimated increase or decrease. If Tenant’s Accountants determine that an error has been made, Landlord and Tenant’s Accountants shall endeavor, reasonably and in good faith, to agree upon the matter, failing which Landlord and Tenant’s Accountants shall jointly select an independent certified public accounting firm (the “Independent Accountant”) which firm shall conclusively determine whether the adjustment or estimated increase or decrease is reasonable, and if not, what amount is reasonable. Both parties shall be bound by such determination. If Tenant’s Accountants or Tenant do not participate in choosing the Independent Accountant within 20 days of notice by Landlord, then Landlord’s determination of the adjustment or estimated increase or decrease shall be conclusively determined to be reasonable and Tenant shall be bound thereby. All costs incurred by Tenant in obtaining Tenant’s Accountants and the cost of the Independent Accountant shall be paid by Tenant unless Tenant’s Accountants disclose an error, acknowledged by Landlord (or found to have conclusively occurred by the Independent Accountant), of more than ten percent (10%) in the computation of the total amount of Taxes or Operating Expenses as set forth in the statement submitted by Landlord except with respect to the matter amounts contained in dispute; the Base Year Statement, which Tenant may dispute during the first (1st) two (2) years following the issuance to Tenant of the first such Escalation Statement which indicates an Estimated Escalation Increase or an actual Escalation Increase, after which two (2)-year period Tenant shall have no such right to dispute a Base Year Statement. Tenant shall not be entitled to audit the foregoing amounts if Tenant is then in default (as defined in Article 19). Said audit will be conducted at Tenant’s expense by a certified public accountant paid on an hourly basis unrelated to actual savings identified. Tenant shall only be permitted to conduct such a review during regular business hours at Landlord’s office in Boston or Connecticut, after Tenant gives Landlord twenty (20) business days’ prior written notice. Landlord shall make available its books and records for only the Comparison Year (or, if applicable, the Base Year, as provided above) under review, and no more than once during any twelve (12) month period during the Term following commencement of Tenant’s payment obligations under this Article 4. If such review discloses that the charges actually incurred by Landlord are less than those used by Landlord in calculating Escalation Increases, then Landlord shall reimburse Tenant for the amount Tenant paid in excess of Tenant’s actual Escalation Increases within thirty (30) days of notice thereof from Tenant. If any such review discloses that the Escalations Increases exceed the amount which event should have been charged as Escalations Increases by five percent (5%) or more of the Actual Expenses for such Comparison Year, then Landlord shall pay the reasonable costs incurred by of such review. If Tenant in obtaining such audits. does not review Landlord’s records within two hundred ten (210) days after receipt of the Escalation Statement, Tenant shall continue have no further right to review Landlord’s records for the applicable period. No subtenant shall have the right to conduct such audit and no assignee (other than an assignee pursuant to a Permitted Transfer, as defined in Article 16.B. of this Lease) shall conduct an audit for any period during which such assignee was not in possession of the Premises. In the event Tenant elects to exercise its audit rights hereunder, Tenant shall nevertheless timely pay Landlord the amount of the prior year’s adjustment Escalation Reconciliation and adjusted Additional Rent determined continue to be incorrect pay Estimated Escalation Increases as aforesaid set forth in the then applicable Escalation Statement until the parties have concurred agreed as to the appropriate adjustment or are deemed to be bound by the determination of the Independent Accountant in accordance with the preceding termsadjustment. Landlord’s delay in submitting any statement described in this Article 4 Escalation Statement for any Lease Comparison Year shall not affect the provisions of this ParagraphArticle 4, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Comparison Year or any subsequent Lease Years Comparison Year during the Lease Term or any extensions extension thereof, provided, however, that Landlord’s failure to submit any Escalation Statement within three (3) years following the end of the applicable Comparison Year shall constitute such a waiver, and Tenant shall have no further payment obligations with respect to the Escalation Statement for such Comparison Year.

Disputes Over Taxes or Operating Expenses. If Tenant disputes the amount of an adjustment Escalation Reconciliation or the proposed estimated increase or decrease in Taxes or Operating Expensesan Estimated Escalation Increase, Tenant shall give Landlord written notice of such dispute within sixty (60) days after Landlord delivers to advises Tenant its annual written statement of Taxes and Operating Expenses for the preceding Calendar Yearsame. Tenant’s Ring Central, Inc. Lease 8 's failure to give such notice shall waive constitute a waiver of its right to dispute the amounts so determined. If Tenant timely objects, Tenant shall have the right to engage its own accountants (“"Tenant’s 's Accountants”") for the purpose of verifying the accuracy of the Escalation Reconciliation statement in dispute, or the reasonableness of the adjustment or estimated increase or decreaseEstimated Escalation statement in dispute. If Tenant’s 's Accountants determine that an error has been made, Landlord and Tenant’s 's Accountants shall endeavor, reasonably and in good faith, endeavor to agree upon the matter, failing which Landlord and Tenant’s 's Accountants shall jointly select an independent certified public accounting firm (the “"Independent Accountant”") which firm shall conclusively determine whether the adjustment Escalation Reconciliation is accurate or estimated increase or decrease whether the Estimated Escalation Increase is reasonable, and if not, what amount is accurate or reasonable, as the case may be. Both parties shall be bound by such determination. If Tenant’s 's Accountants or Tenant do not participate in choosing the Independent Accountant within 20 days of after written notice by Landlord, then Landlord’s 's determination of the adjustment accuracy of the Escalation Reconciliation statement or estimated increase or decrease the reasonableness of the Estimated Escalation Increase Statement, as the case may be, shall be conclusively determined to be reasonable conclusive and Tenant shall be bound thereby. All costs incurred by Tenant in obtaining Tenant’s 's Accountants and the cost of the Independent Accountant shall be paid by Tenant unless Tenant’s 's Accountants disclose an error, acknowledged by Landlord (or found to have conclusively occurred by the Independent Accountant), of more than ten percent seven (107%) in the computation of the total amount of Taxes or Operating Expenses as set forth in the statement submitted by Landlord with respect to the matter in dispute; in which event Landlord shall pay the reasonable costs incurred by Tenant in obtaining such audits. Tenant shall continue to timely pay Landlord the amount of the prior year’s adjustment and adjusted 's Additional Rent determined to be incorrect as aforesaid until the parties have concurred as to the appropriate adjustment Additional Rent or are have deemed to be bound by the determination of the Independent Accountant in accordance with the preceding terms. Landlord’s 's delay in submitting any statement described in this Article 4 contemplated herein for any Lease Year shall not affect the provisions of this Paragraph, nor constitute a waiver of Landlord’s 's rights as set forth herein for said Lease Year or any subsequent Lease Years during the Lease Term or any extensions thereof.

Disputes Over Taxes or Operating Expenses. If Tenant disputes the amount of an adjustment or the proposed estimated increase or decrease in Taxes or Operating Expenses, Tenant shall give Landlord written notice of such dispute within sixty (60) days after Landlord delivers to advises Tenant its annual written statement of Taxes and Operating Expenses for the preceding Calendar Yearsuch adjustment or proposed increase or decrease. Tenant’s Ring Central, Inc. Lease 8 's failure to give such notice shall waive its right to dispute the amounts so determined. If Tenant timely objects, Tenant shall have the right to engage its own accountants (“"Tenant’s 's Accountants”") for the purpose of verifying the accuracy of the statement (and/or the back-up materials used in preparing such statement) in dispute, or the reasonableness of the adjustment or estimated increase or decrease. If Tenant’s 's Accountants determine that an error has been made, Landlord and Tenant’s 's Accountants shall endeavor, reasonably and in good faith, endeavor to agree upon the matter, failing which Landlord and Tenant’s 's Accountants shall jointly select an independent certified public accounting firm (the “"Independent Accountant”") which firm shall conclusively determine whether the adjustment or estimated increase or decrease is reasonable, and if not, what amount is reasonable. Both parties shall be bound by such determination. If Tenant’s 's Accountants or Tenant do not elect to participate in choosing the Independent Accountant within 20 days of notice by Landlord, then Landlord’s 's determination of the adjustment or estimated increase or decrease shall be conclusively determined to be reasonable and Tenant shall be bound thereby. All costs incurred by Tenant in obtaining Tenant’s 's Accountants and the cost of the Independent Accountant shall be paid by Tenant unless Tenant’s 's Accountants disclose an error, acknowledged by Landlord (or found to have conclusively occurred by the Independent Accountant), of more than ten five percent (105%) in the computation of the total amount of Taxes or Operating Expenses as set forth in the statement submitted by Landlord with respect to the matter in dispute; in which event Landlord shall pay all of the reasonable costs incurred by Tenant in obtaining such audits, including the cost of the Independent Accountant. Tenant shall continue to timely pay Landlord the amount of the prior year’s 's adjustment and adjusted Additional Rent determined to be incorrect as aforesaid until the parties have concurred as to the appropriate adjustment or are have deemed to be bound by the determination of the Independent Accountant in accordance with the preceding terms. Landlord’s 's delay in submitting any statement described in this Article 4 contemplated herein for any Lease Year shall not affect the provisions of this Paragraph, nor constitute a waiver of Landlord’s 's rights as set forth herein for said Lease Year or any subsequent Lease Years during the Lease Term or any extensions thereof.

Disputes Over Taxes or Operating Expenses. If Tenant disputes the amount of an adjustment or the proposed estimated increase or decrease in Taxes or Operating Expenses, Tenant shall give Landlord written notice of such dispute within sixty thirty (6030) days after Landlord delivers to advises Tenant its annual written statement of Taxes and Operating Expenses for the preceding Calendar Yearsuch adjustment or proposed increase or decrease. Tenant’s Ring Central, Inc. Lease 8 's failure to give such notice shall waive its right to dispute the amounts so determined. If Tenant timely objects, Tenant shall have the right to engage its own accountants (“"Tenant’s 's Accountants”") for the purpose of verifying the accuracy of the statement in dispute, or the reasonableness of the adjustment or estimated increase or decrease. If Tenant’s 's Accountants determine that an error has been made, Landlord and Tenant’s 's Accountants shall endeavor, reasonably and in good faith, endeavor to agree upon the matter, failing which Landlord and Tenant’s 's Accountants shall jointly select an independent certified public accounting firm (the “"Independent Accountant”") which firm shall conclusively determine whether the adjustment or estimated increase or decrease is reasonable, and if not, what amount is reasonable. Both parties shall be bound by such determination. If Tenant’s 's Accountants or Tenant do not participate in choosing the Independent Accountant within 20 days of notice by Landlord, then Landlord’s 's determination of the adjustment or estimated increase or decrease shall be conclusively determined to be reasonable and Tenant shall be bound thereby. All costs incurred by Tenant in obtaining Tenant’s 's Accountants and the cost of the Independent Accountant shall be paid by Tenant unless Tenant’s 's Accountants disclose an error, acknowledged by Landlord (or found to have conclusively occurred by the Independent Accountant), of more than ten percent (10%) in the computation of the total amount of Taxes or Operating Expenses as set forth in the statement submitted by Landlord with respect to the matter in dispute; in which event Landlord shall pay the reasonable costs incurred by Tenant in obtaining such audits. Tenant shall continue to timely pay Landlord the amount of the ofthe prior year’s 's adjustment and adjusted Additional Rent determined to be incorrect as aforesaid until the parties have concurred as to the appropriate adjustment or are have deemed to be bound by the determination of the Independent Accountant in accordance with the preceding terms. Landlord’s 's delay in submitting any statement described in this Article 4 contemplated herein for any Lease Year shall not affect the provisions of this Paragraph, nor constitute a waiver of Landlord’s 's rights as set forth herein for said Lease Year or any subsequent Lease Years during the Lease Term or any extensions thereof.

Disputes Over Taxes or Operating Expenses. If Tenant disputes the amount of an adjustment or the proposed estimated increase or decrease in Taxes or Operating Expenses, Tenant shall give Landlord written notice of such dispute within sixty thirty (6030) days after Landlord delivers to advises Tenant its annual written statement of Taxes and Operating Expenses for the preceding Calendar Yearsuch adjustment or proposed increase or decrease. Tenant’s Ring Central, Inc. Lease 8 's failure to give such notice shall waive its right to dispute the amounts so determined. If Tenant timely objects, Tenant shall have the right to engage its own accountants (“"Tenant’s 's Accountants”") for the purpose of verifying the accuracy of the statement in dispute, or the reasonableness of the adjustment or estimated increase or decrease. If Tenant’s 's Accountants determine that an error has been made, Landlord and Tenant’s 's Accountants shall endeavor, reasonably and in good faith, endeavor to agree upon the matter, failing which Landlord and Tenant’s Accountants shall jointly select an independent certified public accounting firm (the “"Independent Accountant”") which firm shall conclusively determine whether the adjustment or estimated increase or decrease is reasonable, and if not, what amount is reasonable. Both parties shall be bound by such determination. If Tenant’s 's Accountants or Tenant do not participate in choosing the Independent Accountant within 20 days of notice by Landlord, then Landlord’s 's determination of the adjustment or estimated increase or decrease shall be conclusively determined to be reasonable and Tenant shall be bound thereby. All costs incurred by Tenant in obtaining Tenant’s 's Accountants and the cost of the Independent Accountant shall be paid by Tenant unless Tenant’s 's Accountants disclose an error, acknowledged by Landlord (or found to have conclusively occurred by the Independent Accountant), of more than ten percent (10%) in the computation of the total amount of Taxes or Operating Expenses as set forth in the statement submitted by Landlord with respect to the matter in dispute; in which event Landlord shall pay the reasonable costs incurred by Tenant in obtaining such audits. Tenant shall continue to timely pay Landlord the amount of the prior year’s 's adjustment and adjusted Additional Rent determined to be incorrect as aforesaid until the parties have concurred as to the appropriate adjustment or are have deemed to be bound by the determination of the Independent Accountant in accordance with the preceding terms. Landlord’s 's delay in submitting any statement described in this Article 4 contemplated herein for any Lease Year shall not affect the provisions of this Paragraph, nor constitute a waiver of Landlord’s 's rights as set forth herein for said Lease Year or any subsequent Lease Years during the Lease Term or any extensions thereof.

Disputes Over Taxes or Operating Expenses. If Tenant disputes the amount of an adjustment or the proposed estimated increase or decrease in Taxes or Operating Expenses, Tenant shall give Landlord written notice of such dispute within sixty thirty (6030) days after Landlord delivers to advises Tenant its annual written statement of Taxes and Operating Expenses for the preceding Calendar Yearsuch adjustment or proposed increase or decrease. Tenant’s Ring Central, Inc. Lease 8 's failure to give such notice shall waive its right to dispute the amounts so determined. If Tenant timely objects, Tenant shall have the right to engage its Its own accountants (“"Tenant’s 's Accountants”") for the purpose of verifying the accuracy of the statement in dispute, dispute or the reasonableness of the adjustment or estimated increase or decrease. If Tenant’s 's Accountants determine that an error has been made, Landlord and Tenant’s 's Accountants shall endeavor, reasonably and in good faith, endeavor to agree upon the matter, failing which Landlord and Tenant’s 's Accountants shall jointly select an independent certified public accounting firm (the “"Independent Accountant”") which firm shall conclusively determine whether the adjustment or estimated increase or decrease is reasonable, and if not, what amount is reasonable. Both parties shall be bound by such determination. If Tenant’s 's Accountants or Tenant do not participate in choosing the Independent Accountant within 20 days of notice by Landlord, then Landlord’s 's determination of the adjustment or estimated increase or decrease shall be conclusively determined to be reasonable and Tenant shall be bound thereby. All costs incurred by Tenant in obtaining Tenant’s 's Accountants and the cost of the Independent Accountant shall be paid by Tenant unless Tenant’s 's Accountants disclose an error, acknowledged by Landlord (or found to have conclusively occurred by the Independent Accountant), ) of more than ten percent (10%) in the computation of the total amount of Taxes or Operating Expenses as set forth in the statement submitted by Landlord with respect to the matter in dispute; in which event Landlord shall pay the reasonable costs incurred by Tenant in obtaining such audits. Tenant shall continue to timely pay Landlord the amount of the prior year’s 's adjustment and adjusted Additional Rent determined to be incorrect as aforesaid until the parties have concurred as to the appropriate adjustment or are have deemed to be bound by the determination of the Independent Accountant in accordance with the preceding terms. Landlord’s 's delay in submitting any statement described in this Article 4 contemplated herein for any Lease Year shall not affect the provisions of this Paragraph, nor constitute a waiver of Landlord’s 's rights as set forth herein for said Lease Year or any subsequent Lease Years during the Lease Term or any extensions thereof.

Disputes Over Taxes or Operating Expenses. If Tenant disputes the amount of an adjustment Estimated Escalation Increase or the proposed estimated increase or decrease in Taxes or Operating Expensesan actual Escalation Increase, Tenant shall give Landlord written notice of such dispute within sixty in accordance with the time periods set forth herein. Tenant shall not be entitled to audit the foregoing amounts if Tenant is then in default hereunder. Said audit will be conducted at Tenant’s expense by a certified public accountant or reputable lease auditing firm paid on an hourly or flat fee basis, unrelated to actual savings identified. Tenant shall only be permitted to conduct such a review during regular business hours at the office where the books and records of the Building are kept, after Tenant gives Landlord twenty (6020) business days after prior written notice, and no more than once in any twelve (12) month period. If such review discloses that the charges actually incurred by Landlord delivers to are less than those used by Landlord in calculating Escalation Increases on a cumulative basis, then Landlord shall reimburse Tenant its annual written statement for the amount Tenant paid in excess of Taxes and Tenant’s actual Escalation Increases. If any such review discloses that the charges for Operating Expenses or Taxes for the preceding Calendar Year. Tenant’s Ring Central, Inc. Lease 8 failure to give such notice shall waive its right to dispute Building used by Landlord in calculating the amounts so determined. If Tenant timely objects, Tenant shall have Escalation Increases exceeds the right to engage its own accountants (“Tenant’s Accountants”) actual charges for Operating Expenses and Taxes for the purpose of verifying the accuracy of the statement in dispute, or the reasonableness of the adjustment or estimated increase or decrease. If Tenant’s Accountants determine that an error has been made, Landlord and Tenant’s Accountants shall endeavor, reasonably and in good faith, to agree upon the matter, failing which Landlord and Tenant’s Accountants shall jointly select an independent certified public accounting firm Building (the “Independent AccountantActual Expenses”) which firm shall conclusively determine whether by [*] percent [*] or more of the adjustment or estimated increase or decrease is reasonable, and if not, what amount is reasonable. Both parties shall be bound by Actual Expenses for such determination. If Tenant’s Accountants or Tenant do not participate in choosing the Independent Accountant within 20 days of notice by LandlordComparison Year, then Landlord’s determination of the adjustment or estimated increase or decrease shall be conclusively determined to be reasonable and Tenant shall be bound thereby. All costs incurred by Tenant in obtaining Tenant’s Accountants and the cost of the Independent Accountant shall be paid by Tenant unless Tenant’s Accountants disclose an error, acknowledged by Landlord (or found to have conclusively occurred by the Independent Accountant), of more than ten percent (10%) in the computation of the total amount of Taxes or Operating Expenses as set forth in the statement submitted by Landlord with respect to the matter in dispute; in which event Landlord shall pay the reasonable costs incurred by of such review and shall credit Tenant in obtaining such auditsany overcharge. If Tenant does not review Landlord’s records within three hundred sixty-five (365) days after receipt of the Escalation Statement, Tenant shall continue have no further right to review Landlord’s records for the applicable period. No subtenant shall have the right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises. In the event Tenant elects to exercise its audit rights hereunder, Tenant shall nevertheless timely pay Landlord the amount of the prior year’s adjustment Escalation Reconciliation and adjusted Additional Rent determined continue to be incorrect pay Estimated Escalation Increases as aforesaid set forth in the then applicable Escalation Statement until the parties have concurred agreed as to the appropriate adjustment or are deemed to be bound by the determination of the Independent Accountant in accordance with the preceding termsadjustment. Landlord’s delay in submitting any statement described in this Article 4 Escalation Statement for any Lease Comparison Year shall not affect the provisions of this ParagraphArticle, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Comparison Year or any subsequent Lease Years Comparison Year during the Lease Term or any extensions extension thereof.

Disputes Over Taxes or Operating Expenses. If Tenant disputes the amount of an adjustment Estimated Escalation Increase or the proposed estimated increase or decrease in Taxes or Operating Expensesan actual Escalation Increase, Tenant shall give Landlord written notice of such dispute within sixty one hundred fifty (60150) days after Landlord delivers to Tenant its annual written statement of Taxes and Operating Expenses for the preceding Calendar Yearapplicable Escalation Statement. Tenant’s Ring Central, Inc. Lease 8 failure to give such notice shall waive its right to dispute audit the amounts so determined. If Tenant timely objects, Tenant shall have not be entitled to audit the right to engage its own accountants (“foregoing amounts if an Event of Default by Tenant then exists and remains uncured. Said audit will be conducted at Tenant’s Accountants”expense by a certified public accountant or by a qualified and reputable real estate professional, in either case paid on an hourly basis unrelated to actual savings identified. Tenant shall only be permitted to conduct such a review during regular business hours at Landlord’s office, after Tenant gives Landlord twenty (20) days prior written notice, and no more than once with respect to any one Comparison Year. If such review discloses that the charges actually incurred by Landlord are less than those used by Landlord in calculating Escalation Increases, then Landlord shall reimburse Tenant for the purpose amount Tenant paid in excess of verifying the accuracy of the statement in dispute, or the reasonableness of the adjustment or estimated increase or decreaseTenant’s actual Escalation Increases. If Tenant’s Accountants determine any such review discloses that an error has been made, the charges for Operating Expenses or Taxes used by Landlord in calculating the Escalation Increases exceeds the actual charges for Operating Expenses and Tenant’s Accountants shall endeavor, reasonably and in good faith, to agree upon the matter, failing which Landlord and Tenant’s Accountants shall jointly select an independent certified public accounting firm Taxes (the “Independent AccountantActual Expenses”) which firm shall conclusively determine whether by five percent (5%) or more of the adjustment or estimated increase or decrease is reasonable, and if not, what amount is reasonable. Both parties shall be bound by Actual Expenses for such determination. If Tenant’s Accountants or Tenant do not participate in choosing the Independent Accountant within 20 days of notice by LandlordComparison Year, then Landlord’s determination of the adjustment or estimated increase or decrease shall be conclusively determined to be reasonable and Tenant shall be bound thereby. All costs incurred by Tenant in obtaining Tenant’s Accountants and the cost of the Independent Accountant shall be paid by Tenant unless Tenant’s Accountants disclose an error, acknowledged by Landlord (or found to have conclusively occurred by the Independent Accountant), of more than ten percent (10%) in the computation of the total amount of Taxes or Operating Expenses as set forth in the statement submitted by Landlord with respect to the matter in dispute; in which event Landlord shall pay the reasonable costs incurred by of such review. If Tenant in obtaining such audits. does not review Landlord’s records within two hundred seventy (270) days after receipt of the Escalation Statement, Tenant shall continue have no further right to review Landlord’s records for the applicable period. No subtenant shall have the right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises. In the event Tenant elects to exercise its audit rights hereunder, Tenant shall nevertheless timely pay Landlord the amount of the prior year’s adjustment Escalation Reconciliation and adjusted Additional Rent determined continue to be incorrect pay Estimated Escalation Increases (without prejudice to Tenant’s position) as aforesaid set forth in the then applicable Escalation Statement until the parties have concurred agreed as to the appropriate adjustment or are deemed to be bound by the determination of the Independent Accountant in accordance with the preceding terms. Landlord’s delay in submitting any statement described in this Article 4 for any Lease Year shall not affect the provisions of this Paragraph, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Lease Term or any extensions thereofadjustment.

Disputes Over Taxes or Operating Expenses. If Tenant disputes the amount of an adjustment or the proposed estimated increase or decrease in Taxes or Operating Expenses, Tenant shall give Landlord written notice of such dispute within sixty thirty (6030) days after Landlord delivers to advises Tenant its annual written statement of Taxes and Operating Expenses for the preceding Calendar Yearsuch adjustment or proposed increase or decrease. Tenant’s Ring Central, Inc. Lease 8 failure to give such notice shall waive its right to dispute the amounts so determined. If Tenant timely objects, Tenant shall have the right to engage its own accountants (“Tenant’s Accountants”) for the purpose of verifying the accuracy of the statement in dispute, or the reasonableness of the adjustment or estimated increase or decrease. If Tenant’s Accountants determine that an error has been made, Landlord and Tenant’s Accountants shall endeavor, reasonably and in good faith, endeavor to agree upon the matter, failing which Landlord and Tenant’s Accountants shall jointly select an independent certified public accounting firm (the “Independent Accountant”) which firm shall conclusively determine whether the adjustment or estimated increase or decrease is reasonable, and if not, what amount is reasonable. Both parties shall be bound by such determination. If Tenant’s Accountants or Tenant do not participate in choosing the an Independent Accountant within 20 twenty (20) days after receipt of notice by Landlord, then Landlord’s determination of the adjustment or estimated increase or decrease shall be conclusively determined to be reasonable and Tenant shall be bound thereby. All costs incurred by Tenant in obtaining Tenant’s Accountants and the cost of the Independent Accountant shall be paid by Tenant unless Tenant’s Accountants disclose an error, acknowledged by Landlord (or found to have conclusively occurred by the Independent Accountant), of more than ten five percent (105%) in the computation of the total amount of Taxes or Operating Expenses as set forth in the statement submitted by Landlord with respect to the matter in dispute; in which event Landlord shall pay the reasonable costs incurred by Tenant in obtaining such audits. Tenant shall continue to timely pay Landlord the amount of the prior year’s adjustment and adjusted Additional Rent determined to be incorrect as aforesaid until the parties have concurred agreed as to the appropriate adjustment or are have deemed to be bound by the determination of the Independent Accountant in accordance with the preceding terms. Landlord’s delay in submitting any statement described in this Article 4 contemplated herein for any Lease Year shall not affect the provisions of this Paragraph, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Lease Term or any extensions thereof.

Disputes Over Taxes or Operating Expenses. If Tenant disputes the amount of an adjustment Escalation Reconciliation or the proposed estimated increase or decrease in Taxes or Operating Expensesan Estimated Escalation Increase, Tenant shall give Landlord written notice of such dispute within sixty thirty (6030) days after Landlord delivers to advises Tenant its annual written statement of Taxes and Operating Expenses for the preceding Calendar Yearsame. Tenant’s Ring Central, Inc. Lease 8 's failure to give such notice shall waive constitute a waiver of its right to dispute the amounts so determined. If Tenant timely objects, Tenant shall have the right to engage its own accountants (“"Tenant’s 's Accountants”") for the purpose of verifying the accuracy of the Escalation Reconciliation statement in m dispute, or the reasonableness of the adjustment or estimated increase or decreaseEstimated Escalation statement in dispute. If Tenant’s 's Accountants determine that an error has been made, Landlord and Tenant’s 's Accountants shall endeavor, reasonably and in good faith, endeavor to agree upon the matter, failing which Landlord and Tenant’s 's Accountants shall jointly select an independent certified public accounting firm (the “"Independent Accountant”") which firm shall conclusively determine whether the adjustment Escalation Reconciliation is accurate or estimated increase or decrease whether the Estimated Escalation Increase is reasonable, and if not, what amount is accurate or reasonable, as the case may be. Both parties shall be bound by such determination. If Tenant’s 's Accountants or Tenant do not participate in choosing the Independent Accountant within 20 days of after written notice by Landlord, then Landlord’s 's determination of the adjustment accuracy of the Escalation Reconciliation statement or estimated increase or decrease the reasonableness of the Estimated Escalation Increase Statement, as the case may be, shall be conclusively determined to be reasonable conclusive and Tenant shall be bound thereby. All AH costs incurred by Tenant in obtaining Tenant’s 's Accountants and the cost of the Independent Accountant shall be paid by Tenant unless Tenant’s 's Accountants disclose an error, acknowledged by Landlord (or found to have conclusively occurred by the Independent Accountant), of more than ten percent (10%) in the computation of the total amount of Taxes or Operating Expenses as set forth in the statement submitted by Landlord with respect to the matter in dispute; in which event Landlord shall pay the reasonable costs incurred by Tenant in obtaining such audits. Tenant shall continue to timely pay Landlord the amount of the prior year’s adjustment and adjusted 's Additional Rent determined to be incorrect as aforesaid until the parties have concurred as to the appropriate adjustment Additional Rent or are have deemed to be bound by the determination of the Independent Accountant in accordance with the preceding terms. Landlord’s 's delay in submitting any statement described in this Article 4 contemplated herein for any Lease Year shall not affect the provisions of this Paragraph, nor constitute a waiver of Landlord’s 's rights as set forth herein for said Lease Year or any subsequent Lease Years during the Lease Term or any extensions thereof.

Disputes Over Taxes or Operating Expenses. If Tenant disputes the amount of an adjustment Escalation Reconciliation or the proposed estimated increase or decrease in Taxes or Operating Expensesan Estimated Escalation Increase, Tenant shall give Landlord written notice of such dispute within sixty thirty (6030) days after Landlord delivers to advises Tenant its annual written statement of Taxes and Operating Expenses for the preceding Calendar Yearsuch adjustment. Tenant’s Ring Central, Inc. Lease 8 failure to give such notice shall waive constitute a waiver of its right to dispute the amounts so determined. If Tenant timely objects, Tenant shall have the right to engage its own accountants (“Tenant’s Accountants”) for the purpose of verifying the accuracy of the Escalation Reconciliation statement in dispute, or the reasonableness of the adjustment or estimated increase or decreaseEstimated Escalation statement in dispute. If Tenant’s Accountants determine that an error has been made, Landlord and Tenant’s Accountants shall endeavor, reasonably and in good faith, endeavor to agree upon the matter, failing which Landlord and Tenant’s Accountants shall jointly select an independent certified public accounting firm (the “Independent Accountant”) which firm shall conclusively determine whether the adjustment Escalation Reconciliation is accurate or estimated increase or decrease whether the Estimated Escalation Increase is reasonable, and if not, what amount is accurate or reasonable, as the case may be. Both parties shall be bound by such determination. If Tenant’s Accountants or Tenant do not participate in choosing the Independent Accountant within 20 days of after written notice by Landlord, then Landlord’s determination of the adjustment accuracy of the Escalation Reconciliation statement or estimated increase or decrease the reasonableness of the Estimated Escalation Increase Statement, as the case may be, shall be conclusively determined to be reasonable conclusive and Tenant shall be bound thereby. All costs incurred by Tenant in obtaining Tenant’s Accountants and the cost of the Independent Accountant shall be paid by Tenant unless Tenant’s Accountants disclose an error, acknowledged by Landlord (or found to have conclusively occurred by the Independent Accountant), of more than ten percent (10%) in the computation of the total amount of Taxes or Operating Expenses as set forth in the statement submitted by Landlord with respect to the matter in dispute; in which event Landlord shall pay the reasonable costs incurred by Tenant in obtaining such audits. Tenant shall continue to timely pay Landlord the amount of the prior year’s adjustment and adjusted Additional Rent determined to be incorrect as aforesaid until the parties have concurred as to the appropriate adjustment Additional Rent or are have deemed to be bound by the determination of the Independent Accountant in accordance with the preceding terms. Landlord’s delay in submitting any statement described in this Article 4 contemplated herein for any Lease Year shall not affect the provisions of this Paragraphparagraph, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Lease Term or any extensions thereof.

Disputes Over Taxes or Operating Expenses. If Tenant disputes the amount of an adjustment or the proposed estimated increase or decrease (or lack thereof) in Taxes or Operating ExpensesExpenses or the amount of Landlord’s statement of the Escalation Reconciliation, Tenant shall give Landlord written notice of such dispute within sixty (60) 30 days after Landlord delivers to advises Tenant its annual written of such adjustment, proposed increase or decrease or statement of Taxes and Operating Expenses for the preceding Calendar YearReconciliation. Tenant’s Ring Central, Inc. Lease 8 failure to give such notice shall waive its right to dispute the amounts so determined (but shall not waive its right to dispute a subsequent corresponding statement of Reconciliation if it utilizes amounts different from those so determined. If Tenant timely objects, Tenant shall have the right to engage its own accountants (“Tenant’s Accountants”) for the purpose of verifying the accuracy of the statement matter in dispute, or the reasonableness of the adjustment or estimated increase or decrease. If Tenant’s Accountants determine that an error has been made, Landlord and Tenant’s Accountants shall endeavor, reasonably and in good faith, endeavor to agree upon the matter, failing which Landlord and Tenant’s Accountants shall jointly select an independent certified public accounting firm (the “Independent Accountant”) which firm shall conclusively determine whether the adjustment or estimated increase or decrease is reasonable, and if not, what amount is reasonable. Both parties shall be bound by such determination. If Tenant’s Accountants or Tenant do not participate in choosing the an Independent Accountant within 20 days after receipt of notice by Landlord, then Landlord’s determination of the adjustment or estimated increase or decrease shall be conclusively determined to be reasonable and Tenant shall be bound thereby. All costs incurred by Tenant in obtaining Tenant’s Accountants and the cost of the Independent Accountant shall be paid by Tenant unless Tenant’s Accountants disclose an error, acknowledged by Landlord (or found to have conclusively occurred by the Independent Accountant), of more than ten percent (10%) 5% in the computation of the total amount of Taxes or Operating Expenses as set forth in the statement submitted by Landlord with respect to the matter in dispute; in which event Landlord shall pay the reasonable costs incurred by Tenant in obtaining such audits. Tenant shall continue to timely pay Landlord the amount of the prior year’s adjustment and adjusted Additional Rent determined to be incorrect as aforesaid until the parties have concurred agreed as to the appropriate adjustment or are have deemed to be bound by the determination of the Independent Accountant in accordance with the preceding terms. Landlord’s delay in submitting any statement described in this Article 4 contemplated herein for any Lease Year shall not affect the provisions of this Paragraph, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Lease Term or any extensions thereof.

Disputes Over Taxes or Operating Expenses. If Tenant disputes the amount of an adjustment or the proposed estimated increase or decrease in Taxes Estimated Escalation Increases or Operating ExpensesEscalation Increases from the previous year, Tenant shall give Landlord written notice of such dispute within sixty (60) days after Landlord delivers to the date of Landlord’s notice advising Tenant its annual written statement of Taxes and Operating Expenses for the preceding Calendar Year. Tenant’s Ring Central, Inc. Lease 8 failure to give such notice shall waive its right to dispute the amounts so determined. If Tenant timely objects, Tenant shall have the right to engage its own accountants (“Tenant’s Accountants”) for the purpose of verifying the accuracy of the statement in dispute, or the reasonableness of the adjustment or estimated increase or decrease. If Tenant’s Accountants determine that an error has been made, Landlord and Tenant’s Accountants shall endeavor, reasonably and in good faith, to agree upon the matter, failing which Landlord and Tenant’s Accountants shall jointly select an independent certified public accounting firm (the “Independent Accountant”) which firm shall conclusively determine whether the adjustment or estimated proposed increase or decrease is reasonable, and if not, what amount is reasonableincurred. Both parties shall be bound by such determination. If Tenant’s Accountants or Tenant do not participate in choosing the Independent Accountant within 20 days of notice by Landlord, then Landlord’s determination of the adjustment or estimated increase or decrease shall be conclusively determined to be reasonable and Tenant shall be bound therebyentitled to audit the foregoing amounts. All costs Said audit will be conducted at Tenant’s expense by a certified public accountant paid on an hourly basis unrelated to actual savings identified. Tenant shall only be permitted to conduct such a review during regular business hours at Landlord’s office, on prior notice to Landlord and no more than once in any twelve (12) month period. If such review discloses that the charges actually incurred by Tenant Landlord are less than those used by Landlord in obtaining calculating Tenant’s Accountants and proportionate share, then Landlord shall reimburse Tenant for the cost amount Tenant paid in excess of Tenant’s actual proportionate share. If any such review discloses that the charges used by Landlord in calculating Tenant’s proportionate share exceeds the actual charges by five percent (5%) or more of the Independent Accountant shall be paid by Tenant unless Tenant’s Accountants disclose an error, acknowledged by Landlord (or found to have conclusively occurred by the Independent Accountant), of more than ten percent (10%) in the computation of the total amount of Taxes or Operating Expenses as set forth in the statement submitted by Landlord with respect to the matter in dispute; in which event or Taxes for such Comparison Year, then Landlord shall pay the reasonable costs incurred by of such review. If Tenant does not review Landlord’s records and present Landlord with the findings of such review within one hundred and eighty (180) days after Tenant’s receipt of the annual reconciliation, then Tenant’s right to review Landlord’s records and contest the reconciliation amounts for the applicable period shall be null and void. No subtenant shall have the right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in obtaining such auditspossession of the Premises. Tenant shall continue to timely pay Landlord the amount of the prior year’s adjustment and adjusted Additional Rent determined to be incorrect as aforesaid Estimated Escalation Increases set forth in the then applicable Estimated Escalation Statement until the parties have concurred agreed as to the appropriate adjustment or are have deemed to be bound by the determination of the Independent Accountant certified public accountant in accordance with the preceding terms. Landlord’s delay in submitting any statement described in this Article 4 contemplated herein for any Lease Comparison Year shall not affect the provisions of this Paragraph, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Comparison Year or any subsequent Lease Years Comparison Year during the Lease Term or any extensions thereof.