Common use of Escalation Rent Statement and Adjustment Clause in Contracts

Escalation Rent Statement and Adjustment. Within one hundred twenty (120) days after the close of each calendar year, or as soon thereafter as practicable, Landlord shall deliver to Tenant a statement of (i) the calculation of the Base Operating Expenses and the Base Real Estate Taxes with respect only to the initial calendar year following the Base Year and (ii) the actual Escalation Rent for such calendar year, accompanied by a statement prepared by Landlord showing in reasonable detail the Operating Expenses and the Real Estate Taxes comprising the actual Escalation Rent. If Xxxxxxxx’s statement shows that Tenant owes an amount less than the payments previously made by Tenant for such calendar year, Landlord shall credit the difference first against any sums then owed by Tenant to Landlord and then against the next payment or payments of Rent due Landlord, except that if a credit amount is due Tenant after termination of this Lease, Landlord shall pay to Tenant any excess remaining after Landlord credits such amount against any sums owed by Tenant to Landlord. If Xxxxxxxx’s statement shows that Tenant owes an amount more than the payments previously made by Tenant for such calendar year, Tenant shall pay the difference to Landlord within fifteen (15) days after delivery of the statement. Tenant shall have the right to inspect Landlord’s books and records relating to the calculation of Base Operating Expenses and Base Real Estate Taxes and/or Operating Expenses and Real Estate Taxes, subject to the following limitations: (i) such inspection shall be conducted no more than one time per calendar year, (ii) such inspection shall be conducted within two (2) years after Xxxxxx’s receipt of Landlord’s statement of Base Operating Expenses and Base Real Estate Taxes and Operating Expenses and Real Estate Taxes; (iii) subject to the following, such inspection may not be conducted by a person or entity whose compensation is in any way calculated based on the results of such audit; provided, however, that if such inspection is conducted by such person or entity, then Tenant shall pay to Landlord on demand all of Landlord’s reasonable costs and expenses incurred in connection with such inspection; and (iv) such information shall be kept in the strictest confidence by Tenant and any other person or entity performing such inspection. If Tenant in good faith disputes the accuracy of any statement on the basis of any such inspection, such dispute must be alleged in reasonable detail in a written notice to Landlord within ninety (90) days following Tenant’s completion of such inspection. If actual Operating Expenses or Real Estate Taxes are ultimately determined to have been overstated by Landlord for any calendar year, then Landlord shall within thirty (30) days thereafter refund to Tenant the applicable overpayment of Escalation Rent.

Escalation Rent Statement and Adjustment. Within one hundred twenty (120) days after the close of each calendar year, or as soon soon-thereafter as practicable, Landlord shall deliver to Tenant a statement of (i) the calculation of the Base Operating Expenses and the Base Real Estate Taxes with respect only to the initial calendar year following the Base Year and (ii) the actual Escalation Rent for such calendar year, accompanied by a statement prepared by Landlord showing in reasonable detail the Operating Expenses and the Real Estate Taxes comprising the actual Escalation Rent. If XxxxxxxxLandlord’s statement shows that Tenant owes an amount less than the payments previously made by Tenant for such calendar year, Landlord shall credit the difference first against any sums then owed by Tenant to Landlord and then against the next payment or payments of Rent due Landlord, except that if a credit amount is due Tenant after termination of this Lease, Landlord shall pay to Tenant any excess remaining after Landlord credits such amount against any sums owed by Tenant to Landlord. If XxxxxxxxLandlord’s statement shows that Tenant owes an amount more than the payments previously made by Tenant for such calendar year, Tenant shall pay the difference to Landlord within fifteen (15) days after delivery of the statement. Tenant shall have the right to inspect Landlord’s books and records relating to the calculation of Base Operating Expenses and Base Real Estate Taxes and/or Operating Expenses and Real Estate Taxes, subject to the following limitations: (i) such inspection shall be conducted no more than one time per calendar year, (ii) such inspection shall be conducted within two (2) years after XxxxxxTenant’s receipt of Landlord’s statement of Base Operating Expenses and Base Real Estate Taxes and Operating Expenses and Real Estate Taxes; (iii) subject to the following, such inspection may not be conducted by a person or entity whose compensation is in any way calculated based on the results of such audit; provided, however, that if such inspection is conducted by such person or entity, then Tenant shall pay to Landlord on demand all of Landlord’s reasonable costs and expenses incurred in connection with such inspection; and (iv) such information shall be kept in the strictest confidence by Tenant and any other person or entity performing such inspection. If Tenant in good faith disputes the accuracy of any statement on the basis of any such inspection, such dispute must be alleged in reasonable detail in a written notice to Landlord within ninety (90) days following Tenant’s completion of such inspection. If actual Operating Expenses or Real Estate Taxes are ultimately determined to have been overstated by Landlord for any calendar year, then Landlord shall within thirty (30) days thereafter refund to Tenant the applicable overpayment of Escalation Rent.

Escalation Rent Statement and Adjustment. Within one hundred twenty (120) days after the close of each calendar year, or as soon thereafter as practicable, Landlord shall deliver to Tenant a statement of (i) the calculation of the Base Operating Expenses and the Base Real Estate Taxes with respect only to the initial calendar year following the Base Year and (ii) the actual Escalation Rent for such calendar year, accompanied by a statement prepared by Landlord showing in reasonable detail (i) the Operating Expenses and the Real Estate Property Taxes comprising the actual Escalation Rent, and (ii) payments made by Tenant on account of Operating Expenses and Real Property Taxes for such calendar year. If XxxxxxxxLandlord’s statement shows that Tenant owes an amount that is more than the payments previously made by Tenant for such calendar year, Tenant shall pay the difference to Landlord within fifteen (15) days after delivery of the statement. If Landlord’s statement shows that Tenant owes an amount that is less than the payments previously made by Tenant for such calendar year, Landlord shall credit the difference first against any sums then owed by Tenant to Landlord and then against the next payment or payments of Rent due Landlord, except that if a credit amount is due Tenant after the termination of this Lease, Landlord shall pay to Tenant any excess remaining after Landlord credits such amount against any sums owed by Tenant to Landlord. If Xxxxxxxx’s statement shows that Tenant owes an amount more than the payments previously made by Tenant for such calendar year, Tenant shall pay the difference to Landlord within fifteen (15) days after delivery of the statement. Tenant shall have the right to inspect Landlord’s books and records relating Notwithstanding any provision in this Lease to the calculation of contrary, however, in no event shall any decrease in Operating Expenses or Real Property Taxes below the Base Operating Expenses and or Base Real Estate Taxes and/or Operating Expenses and Real Estate Property Taxes, subject respectively, entitle Tenant to the following limitations: (i) such inspection any refund, decrease in Base Rent, or any credit against sums due under this Lease. All annual statements shall be conducted no more than one time per calendar year, (ii) such inspection shall be conducted within two (2) years after Xxxxxx’s receipt of Landlord’s statement of Base Operating Expenses conclusive and Base Real Estate Taxes and Operating Expenses and Real Estate Taxes; (iii) subject to the following, such inspection may not be conducted by a person or entity whose compensation is in any way calculated based on the results of such auditbinding upon Tenant; provided, however, that Landlord may revise the annual statement for any calendar year if such inspection is conducted by such person Landlord first receives invoices from third parties, tax bills or entity, then Tenant shall pay other information relating to Landlord on demand all of Landlord’s reasonable costs and expenses incurred in connection with such inspection; and (iv) such information shall be kept in the strictest confidence by Tenant and any other person or entity performing such inspection. If Tenant in good faith disputes the accuracy of any statement on the basis of any such inspection, such dispute must be alleged in reasonable detail in a written notice adjustments to Landlord within ninety (90) days following Tenant’s completion of such inspection. If actual Operating Expenses or Real Estate Property Taxes are ultimately determined allocable to have been overstated by Landlord for any such calendar yearyear after the initial issuance of such annual statement, then Landlord shall within thirty (30) days thereafter refund and/or the amount of Operating Expenses or Real Property Taxes allocable to Tenant the applicable overpayment of Escalation RentBase Year is subsequently adjusted.

Escalation Rent Statement and Adjustment. Within one hundred twenty (120) days after the close of each calendar year, or as soon thereafter as practicable, Landlord shall deliver to Tenant a statement of (i) the calculation of the Base Operating Expenses and the Base Real Estate Taxes with respect only to the initial calendar year following the Base Year and (ii) the actual Escalation Rent for such calendar year, accompanied by a statement prepared by Landlord showing in reasonable detail (a) the Operating Expenses and the Real Estate Taxes Tax Expenses comprising the actual Escalation Rent, and (b) payments made by Tenant on account of Operating Expenses and Tax Expenses for such calendar year (an “Annual Statement”). If Xxxxxxxx’s statement the Annual Statement shows that Tenant owes an amount that is more than the payments previously made by Tenant for such calendar year, Tenant shall pay the difference to Landlord within thirty (30) days after delivery of the statement. If the Annual Statement shows that Tenant owes an amount that is less than the payments previously made by Tenant for such calendar year, Landlord shall credit the difference first against any sums then owed by Tenant to Landlord and then against the next payment or payments of Rent due Landlord, except that if a credit amount is due Tenant after the termination of this Lease, Landlord shall pay to Tenant any excess remaining after Landlord credits such amount against any sums owed by Tenant to Landlord within thirty (30) days after the delivery of the final Annual Statement. Notwithstanding any provision in this Lease to the contrary, however, in no event shall any decrease in Operating Expenses or Tax Expenses below the Base Operating Expenses or Base Tax Expenses, respectively, entitle Tenant to any refund, decrease in Base Rent, or any credit against sums due under this Lease. Landlord may revise the Annual Statement for any calendar year if (i) Landlord first receives invoices from third parties, tax bills or other information relating to adjustments to Operating Expenses or Tax Expenses allocable to such calendar year after the initial issuance of such Annual Statement and/or (ii) the amount of Operating Expenses or Tax Expenses allocable to the Base Expense Year or Base Tax Year, as applicable, is subsequently adjusted in accordance with this Section 5.2 or Section 5.3 below. Landlord. If Xxxxxxxx’s statement shows that failure or delay in providing Tenant owes with an amount more than the payments previously made Annual Statement for any calendar year shall not constitute a default by Tenant Landlord hereunder, or a waiver by Landlord of Tenant’s obligation to pay Escalation Rent for such calendar year, year or of Landlord’s right to send such Annual Statement on a later date. Tenant shall pay have ninety (90) days after receipt of an Annual Statement to notify Landlord in writing that Tenant disputes the difference correctness of the Annual Statement (“Expense Claim”). If Tenant does not object in writing to an Annual Statement within said ninety (90) day period, such Annual Statement shall be final and binding upon Tenant. If Tenant delivers an Expense Claim to Landlord within fifteen said ninety (1590) day period, the parties shall promptly meet and attempt in good faith to resolve the matters set forth in the Expense Claim. If the parties are unable to resolve the matters set forth in the Expense Claim within thirty (30) days after delivery Landlord’s receipt of the statement. Expense Claim (“Expense Resolution Period”), then Tenant shall have the right to inspect examine Landlord’s books and records relating to the calculation of Base Operating Expenses and Base Real Estate Taxes and/or Operating Expenses and Real Estate Taxesrecords, subject to the following limitations: (i) such inspection terms and conditions set forth in Section 5.7 below. This Section 5.2 shall be conducted no more than one time per calendar year, (ii) such inspection shall be conducted within two (2) years after Xxxxxx’s receipt survive the expiration or earlier termination of Landlord’s statement of Base Operating Expenses and Base Real Estate Taxes and Operating Expenses and Real Estate Taxes; (iii) subject to the following, such inspection may not be conducted by a person or entity whose compensation is in any way calculated based on the results of such audit; provided, however, that if such inspection is conducted by such person or entity, then Tenant shall pay to Landlord on demand all of Landlord’s reasonable costs and expenses incurred in connection with such inspection; and (iv) such information shall be kept in the strictest confidence by Tenant and any other person or entity performing such inspection. If Tenant in good faith disputes the accuracy of any statement on the basis of any such inspection, such dispute must be alleged in reasonable detail in a written notice to Landlord within ninety (90) days following Tenant’s completion of such inspection. If actual Operating Expenses or Real Estate Taxes are ultimately determined to have been overstated by Landlord for any calendar year, then Landlord shall within thirty (30) days thereafter refund to Tenant the applicable overpayment of Escalation Rentthis Lease.

Escalation Rent Statement and Adjustment. Within one hundred twenty (120) days after the close of each calendar year, or as soon thereafter as practicable, Landlord shall deliver to Tenant a statement of (i) the calculation of the Base Operating Expenses and the Base Real Estate Taxes with respect only to the initial calendar year following the Base Year and (ii) the actual Escalation Rent for such calendar year, accompanied by a statement prepared by Landlord showing in reasonable detail (i) the Building Operating Expenses and the Real Estate Building Property Taxes comprising the actual Escalation Rent, and (ii) payments made by Tenant on account of Building Operating Expenses and Building Property Taxes for such calendar year ("Landlord's Statement"). If Xxxxxxxx’s statement Landlord's Statement shows that Tenant owes an amount that is more than the payments previously made by Tenant for such calendar year, Tenant shall pay the difference to Landlord within thirty (30) days after delivery of the statement. If Landlord's Statement shows that Tenant owes an amount that is less than the payments previously made by Tenant for such calendar year, Landlord shall credit the difference first against any sums then owed by Tenant to Landlord and then against the next payment or payments of Rent due Landlord, except that if a credit amount is due Tenant after the termination of this Lease, Landlord shall pay to Tenant Tenant, within thirty (30) days after delivery of Landlord's Statement, any excess remaining after Landlord credits such amount against any sums owed by Tenant to Landlord. If Xxxxxxxx’s statement shows that Tenant owes an amount more than the payments previously made by Tenant for such calendar year, Tenant shall pay the difference to Landlord within fifteen (15) days after delivery of the statement. Tenant shall have the right to inspect Landlord’s books and records relating Notwithstanding any provision in this Lease to the calculation of Base contrary, however, in no event shall any decrease in Building Operating Expenses and or Building Property Taxes below the Base Real Estate Taxes and/or Building Operating Expenses and Real Estate or Base Building Property Taxes, subject respectively, entitle Tenant to the following limitations: (i) such inspection any refund, decrease in Base Rent, or any credit against sums due under this Lease. All annual statements shall be conducted no more than one time per calendar year, (ii) such inspection shall be conducted within two (2) years after Xxxxxx’s receipt of Landlord’s statement of Base Operating Expenses conclusive and Base Real Estate Taxes and Operating Expenses and Real Estate Taxes; (iii) subject to the following, such inspection may not be conducted by a person or entity whose compensation is in any way calculated based on the results of such auditbinding upon Tenant; provided, however, that Landlord may revise the Landlord's Statement for any calendar year if such inspection is conducted by such person Landlord first receives invoices from third parties, tax bills or entity, then Tenant shall pay other information relating to Landlord on demand all of Landlord’s reasonable costs and expenses incurred in connection with such inspection; and (iv) such information shall be kept in the strictest confidence by Tenant and any other person or entity performing such inspection. If Tenant in good faith disputes the accuracy of any statement on the basis of any such inspection, such dispute must be alleged in reasonable detail in a written notice adjustments to Landlord within ninety (90) days following Tenant’s completion of such inspection. If actual Building Operating Expenses or Real Estate Building Property Taxes are ultimately determined allocable to have been overstated by Landlord for any such calendar yearyear after the initial issuance of such Landlord's Statement, then Landlord shall within thirty (30) days thereafter refund and/or the amount of Building Operating Expenses or Building Property Taxes allocable to Tenant the applicable overpayment of Escalation RentBase Year is subsequently adjusted.

Escalation Rent Statement and Adjustment. Within one hundred twenty eighty (120180) days after the close of each calendar year, or as soon thereafter as practicable, Landlord shall deliver to Tenant a statement of (i) the calculation of the Base Operating Expenses and the Base Real Estate Taxes with respect only to the initial calendar year following the Base Year and (ii) the actual Escalation Rent for such calendar year, accompanied by a statement prepared by Landlord showing in reasonable detail (a) the Overall Project Operating Expenses Expenses, the Office Component Operating Expenses, and the Real Estate Property Taxes comprising the actual Escalation Rent, and (b) payments made by Tenant on account of the Overall Project Operating Expenses, the Office Component, and Real Property Taxes for such calendar year (an “Annual Statement”). In addition, on or before April 30, 2015, Landlord shall deliver an Annual Statement listing the Operating Expenses and Real Property Taxes allocable to the Base Year, including any adjustments made pursuant to Section 5.3. If Xxxxxxxx’s statement the Annual Statement shows that Tenant owes an amount that is more than the payments previously made by Tenant for such calendar year, Tenant shall pay the difference to Landlord within thirty (30) days after delivery of the statement. If the Annual Statement shows that Tenant owes an amount that is less than the payments previously made by Tenant for such calendar year, Landlord shall credit the difference first against any sums then owed by Tenant to Landlord and then against the next payment or payments of Rent due Landlord, except that if a credit amount is due Tenant after the termination of this Lease, Landlord shall pay to Tenant any excess remaining after Landlord credits such amount against any sums owed by Tenant to Landlord. If XxxxxxxxNotwithstanding any provision in this Lease to the contrary, however, in no event shall any decrease in the Overall Project Operating Expenses, the Office Component Operating Expenses or the Real Property Taxes below the Base Overall Project Operating Expenses, the Base Office Component Operating Expenses, or the Base Real Property Taxes, respectively, entitle Tenant to any refund, decrease in Base Rent, or any credit against sums due under this Lease. Landlord may revise the Annual Statement for any calendar year if (i) Landlord first receives invoices from third parties, tax bills or other information relating to adjustments to Overall Project Operating Expenses, the Office Component Operating Expenses, or the Real Property Taxes allocable to such calendar year after the initial issuance of such Annual Statement and/or (ii) the amount of the Overall Project Operating Expenses, the Office Component Operating Expenses or the Real Property Taxes allocable to the Base Year, is subsequently adjusted. Landlord’s statement shows that failure or delay in providing Tenant owes with an amount more than the payments previously made Annual Statement for any calendar year shall not constitute a default by Tenant Landlord hereunder, or (except as expressly provided in this Section 5.2 below) a waiver by Landlord of Tenant’s obligation to pay Escalation Rent for such calendar yearyear or of Landlord’s right to send such Annual Statement on a later date. Tax refunds received during the Term that relate to a tax period following the Base Year shall be credited against Real Property Taxes regardless of when received, based on the calendar year to which the refund is applicable. If, after Landlord’s delivery of any Annual Statement, an increase or decrease in Real Property Taxes allocable to any calendar year (including the Base Year) occurs, whether by reason of reassessment, error, or otherwise, Real Property Taxes for such calendar year or the Base Year, as the case may be, shall be retroactively adjusted (and irrespective of the time limits set forth in this Section 5.2). If, as a result of such adjustment, Tenant has underpaid Tenant’s Percentage Share of Escalation Rent, Tenant shall pay Landlord the difference amount of such underpayment within thirty (30) days after demand. If, as a result of such adjustment, Tenant has overpaid Tenant’s Percentage Share of Escalation Rent, Landlord shall refund the amount of the overpayment to Tenant within thirty (30) days after such adjustment is made. Tenant shall have one (1) year after receipt of an Annual Statement to notify Landlord in writing that Tenant disputes the correctness of the Annual Statement (“Expense Claim”). If Tenant does not object in writing to an Annual Statement within said one (1)-year period, such Annual Statement shall be final and binding upon Tenant. If Tenant delivers an Expense Claim to Landlord within fifteen said one (151)-year period, the parties shall promptly meet and attempt in good faith to resolve the matters set forth in the Expense Claim. If the parties are unable to resolve the matters set forth in the Expense Claim within thirty(30) days after delivery Landlord’s receipt of the statement. Expense Claim (“Expense Resolution Period”), then Tenant shall have the right to inspect examine Landlord’s books and records relating to the calculation of Base Operating Expenses and Base Real Estate Taxes and/or Operating Expenses and Real Estate Taxesrecords, subject to the following limitations: terms and conditions set forth in Section 5.6. This Section 5.2 shall survive the expiration or earlier termination of this Lease. If Landlord fails to demand payment for a given item of Operating Expenses within one (i1) year after the end of the calendar year in which such inspection Operating Expense was incurred, Landlord shall be conducted no more than one time per calendar year, (ii) such inspection shall be conducted within two (2) years after Xxxxxx’s receipt of Landlord’s statement of Base Operating Expenses and Base Real Estate Taxes and Operating Expenses and Real Estate Taxes; (iii) subject deemed to the following, such inspection may not be conducted by a person or entity whose compensation is in any way calculated based on the results have waived its right to seek reimbursement of such audit; provided, however, that if Operating Expense (such inspection is conducted by such person one (1)-year limitation shall in no event apply to Real Property Taxes or entity, then Tenant shall pay to Landlord on demand all of Landlord’s reasonable costs and expenses incurred in connection with such inspection; and (iv) such information shall be kept in the strictest confidence by Tenant and any other person or entity performing such inspection. If Tenant in good faith disputes the accuracy of any statement on the basis of any such inspection, such dispute must be alleged in reasonable detail in a written notice to Landlord within ninety (90) days following Tenant’s completion of such inspection. If actual Operating Expenses or Real Estate Taxes are ultimately determined to have been overstated by Landlord for any calendar year, then Landlord shall within thirty (30) days thereafter refund to Tenant the applicable overpayment of Escalation RentPossessory Interest Tax).

Escalation Rent Statement and Adjustment. Within one hundred twenty (120) days after the close of each calendar year, or as soon thereafter as practicable, Landlord shall deliver to Tenant a statement of (i) the calculation of the Base Operating Expenses and the Base Real Estate Taxes with respect only to the initial calendar year following the Base Year and (ii) the actual Escalation Rent for such calendar year, accompanied by a statement prepared by Landlord showing in reasonable detail the Operating Expenses and the Real Estate Taxes comprising the actual Escalation Rent. If Xxxxxxxx’s statement Landxxxx'x xtatement shows that Tenant owes an amount less than the payments previously made by Tenant for such calendar year, Landlord shall credit the difference first against any sums then owed by Tenant to Tenaxx xx Landlord and then against the next payment or payments of Rent due Landlord, except that if a credit amount is due Tenant after termination of this Lease, Landlord shall pay to Tenant any excess remaining after Landlord credits such amount against any sums owed by Tenant to Landlord. If Xxxxxxxx’s statement Landxxxx'x xtatement shows that Tenant owes an amount more than the payments previously made by Tenant for such calendar year, Tenant shall pay the difference to Landlord within fifteen (15) days after delivery of the statement. Tenant shall have the right to inspect Landlord’s 's books and records relating to the calculation of Base Operating Expenses and Base Real Estate Taxes and/or Operating Expenses and Real Estate Taxes, subject to the following limitations: (i) such inspection shall be conducted no more than one time per calendar year, (ii) such inspection shall be conducted within two (2) years after Xxxxxx’s receipt Tenaxx'x xeceipt of Landlord’s 's statement of Base Operating Expenses and Base Real Estate Taxes and Operating Expenses and Real Estate Taxes; (iii) subject to the following, such inspection may not be conducted by a person or entity whose compensation is in any way calculated based on the results of such audit; provided, however, that if such inspection is conducted by such person or entity, then Tenant shall pay to Landlord on demand all of Landlord’s 's reasonable costs and expenses incurred in connection with such inspection; and (iv) such information shall be kept in the strictest confidence by Tenant and any other person or entity performing such inspection. If Tenant in good faith disputes the accuracy of any statement on the basis of any such inspection, such dispute must be alleged in reasonable detail in a written notice to Landlord within ninety (90) days following Tenant’s 's completion of such inspection. If actual Operating Expenses or Real Estate Taxes are ultimately determined to have been overstated by Landlord for any calendar year, then Landlord shall within thirty (30) days thereafter refund to Tenant the applicable overpayment of Escalation Rent.

Escalation Rent Statement and Adjustment. Within one hundred twenty (120) days after the close of each calendar year, or as soon thereafter as practicable, Landlord shall deliver to Tenant a statement of (i) the calculation of the Base Operating Expenses and the Base Real Estate Taxes with respect only to the initial calendar year following the Base Year and (ii) the actual Escalation Rent for such calendar year, accompanied by a statement prepared by Landlord showing in reasonable detail (a) the Operating Expenses and the Real Estate Property Taxes comprising the actual Escalation Rent, and (b) payments made by Tenant on account of Operating Expenses and Real Property Taxes for such calendar year (an "Annual Statement"). If Xxxxxxxx’s statement fhe Annual Statement shows that Tenant owes an amount that is more than the payments previously made by Tenant for such calendar year, Tenant shall pay the difference to Landlord within thirty (30) days after delivery of the statement. If the Annual Statement shows that Tenant owes an amount that is less than the payments previously made by Tenant for such calendar year, Landlord shall credit the difference first against any sums then owed by Tenant to Landlord and then against the next payment or payments of Rent due Landlord, except that if a credit amount is due Tenant after the termination of this Lease, Landlord shall pay to Tenant any excess remaining after Landlord credits such amount against any sums owed by Tenant to Landlord. If Xxxxxxxx’s statement shows In no event shall any decrease in Operating Expenses or Real Property Taxes below the Base Operating Expenses or Base Real Property Taxes, respectively, entitle Tenant to any refund, decrease in Base Rent, or any credit against sums due under this Lease. Landlord may revise the Annual Statement for any calendar year if (i) Landlord first receives invoices from third parties, tax bills or other information relating to adjustments to Operating Expenses or Real Property Taxes allocable to such calendar year after the initial issuance of such Annual Statement and/or (ii) the amount of Operating Expenses or Real Property Taxes allocable to the Base Expense Year or Base Tax Year, as applicable, is subsequently adjusted. Notwithstanding the foregoing, in no event shall Tenant be obligated to pay for any Operating Expenses that are not billed by Landlord within one (1) year after the date on which such Operating Expense were incurred by Landlord and the recovery thereof shall be deemed waived by Landlord; provided that, the foregoing one (l) year limitation shall not apply to any Operating Expenses as to which Landlord, operating in a commercially reasonable manner with respect to its management of the Project: (a) did not receive an invoice, xxxx or other notice thereof (except to the extent such Operating Expense amount was available to Landlord on an "on-line" electronic basis unless the Operating Expense was not posted thereon); and (b) had no knowledge thereof, in each case prior to expiration of said one (I )-year period, as reasonably demonstrated to Tenant's satisfaction, including by provision of invoices, bills or notices evidencing the date upon which such Operating Expense was first billed (or notice thereof provided) to Landlord. The foregoing one (I) year limitation shall not apply to any Real Property Taxes. Landlord's failure or delay in providing Tenant owes with an amount more than the payments previously made Annual Statement for any calendar year shall not constitute a default by Tenant Landlord hereunder, or a waiver by Landlord of Tenant's obligation to pay Escalation Rent for such calendar year, year or of Landlord's right to send such Annual Statement on a later date. Tenant shall pay have one hundred twenty (120) days after receipt of an Annual Statement to notify Landlord in writing that Tenant disputes the difference correctness of the Annual Statement ("Expense Claim"). If Tenant does not object in writing to an Annual Statement within said one hundred twenty (120) day period, such Annual Statement shall be final and binding upon Tenant. If Tenant delivers an Expense Claim to Landlord within fifteen said one hundred twenty (15120) day period, the parties shall promptly meet and attempt in good faith to resolve the matters set forth in the Expense Claim. If the parties are unable to resolve the matters set forth in the Expense Claim within thirty (30) days after delivery Landlord's receipt of the statement. Expense Claim ("Expense Resolution Period"), then Tenant shall have the right to inspect examine Landlord’s books and records relating to the calculation of Base Operating Expenses and Base Real Estate Taxes and/or Operating Expenses and Real Estate Taxes's Records, subject to the following limitations: (i) such inspection terms and conditions set forth in Section 5.7. This Section 5.2 shall be conducted no more than one time per calendar year, (ii) such inspection shall be conducted within two (2) years after Xxxxxx’s receipt survive the expiration or earlier termination of Landlord’s statement of Base Operating Expenses and Base Real Estate Taxes and Operating Expenses and Real Estate Taxes; (iii) subject to the following, such inspection may not be conducted by a person or entity whose compensation is in any way calculated based on the results of such audit; provided, however, that if such inspection is conducted by such person or entity, then Tenant shall pay to Landlord on demand all of Landlord’s reasonable costs and expenses incurred in connection with such inspection; and (iv) such information shall be kept in the strictest confidence by Tenant and any other person or entity performing such inspection. If Tenant in good faith disputes the accuracy of any statement on the basis of any such inspection, such dispute must be alleged in reasonable detail in a written notice to Landlord within ninety (90) days following Tenant’s completion of such inspection. If actual Operating Expenses or Real Estate Taxes are ultimately determined to have been overstated by Landlord for any calendar year, then Landlord shall within thirty (30) days thereafter refund to Tenant the applicable overpayment of Escalation Rentthis Lease.

Escalation Rent Statement and Adjustment. Within one hundred twenty (120) days after the close of each calendar year, or as soon thereafter as practicable, Landlord shall deliver to Tenant a statement of (i) the calculation of the Base Operating Expenses and the Base Real Estate Taxes with respect only to the initial calendar year following the Base Year and (ii) the actual Escalation Rent for such calendar year, accompanied by a statement prepared by Landlord showing in reasonable detail (a) the Operating Expenses and the Real Estate Taxes Tax Expenses comprising the actual Escalation Rent, and (b) payments made by Tenant on account of Operating Expenses and Tax Expenses for such calendar year (an “Annual Statement”). If Xxxxxxxx’s statement the Annual Statement shows that Tenant owes an amount that is more than the payments previously made by Tenant for such calendar year, Tenant shall pay the difference to Landlord within thirty (30) days after delivery of the statement. If the Annual Statement shows that Tenant owes an amount that is less than the payments previously made by Tenant for such calendar year, Landlord shall credit the difference first against any sums then owed by Tenant to Landlord and then against the next payment or payments of Rent due Landlord, except that if a credit amount is due Tenant after the termination of this Lease, Landlord shall pay to Tenant any excess remaining after Landlord credits such amount against any sums owed by Tenant to Landlord within thirty (30) days after the delivery of the final Annual Statement. Notwithstanding any provision in this Lease to the contrary, however, in no event shall any decrease in Operating Expenses or Tax Expenses below the Base Operating Expenses or Base Tax Expenses, respectively, entitle Tenant to any refund, decrease in Base Rent, or any credit against sums due under this Lease. Landlord may revise the Annual Statement for any calendar year if (i) Landlord first receives invoices from third parties, tax bills or other information relating to adjustments to Operating Expenses or Tax Expenses allocable to such calendar year after the initial issuance of such Annual Statement and/or (ii) the amount of Operating Expenses or Tax Expenses allocable to the Base Expense Year or Base Tax Year, as applicable, is subsequently adjusted in accordance with this Section 5.2 or Section 5.3 below. Landlord. If Xxxxxxxx’s statement shows that failure or delay in providing Tenant owes with an amount more than the payments previously made Annual Statement for any calendar year shall not constitute a default by Tenant Landlord hereunder, or a waiver by Landlord of Tenant’s obligation to pay Escalation Rent for such calendar year, year or of Landlord’s right to send such Annual Statement on a later date. Tenant shall pay have ninety (90) days after receipt of an Annual Statement to notify Landlord in writing that Tenant disputes the difference correctness of the Annual Statement ("Expense Claim”). If Tenant does not object in writing to an Annual Statement within s lid ninety (90)-day period, such Annual Statement shall be final and binding upon Tenant. If Tenant delivers an Expense Claim to Landlord within fifteen said ninety (1590)-day period, the parties shall promptly meet and attempt in good faith to resolve the matters set forth in the Expense Claim. If the parties are unable to resolve the matters set forth in the Expense Claim within thirty (30) days after delivery Landlord’s receipt of the statement. Expense Claim (“Expense Resolution Period”), then Tenant shall have the right to inspect examine Landlord’s books and records relating to the calculation of Base Operating Expenses and Base Real Estate Taxes and/or Operating Expenses and Real Estate Taxesrecords, subject to the following limitations: (i) such inspection terms and conditions set forth in Section 5.7 below. This Section 5.2 shall be conducted no more than one time per calendar year, (ii) such inspection shall be conducted within two (2) years after Xxxxxx’s receipt survive the expiration or earlier termination of Landlord’s statement of Base Operating Expenses and Base Real Estate Taxes and Operating Expenses and Real Estate Taxes; (iii) subject to the following, such inspection may not be conducted by a person or entity whose compensation is in any way calculated based on the results of such audit; provided, however, that if such inspection is conducted by such person or entity, then Tenant shall pay to Landlord on demand all of Landlord’s reasonable costs and expenses incurred in connection with such inspection; and (iv) such information shall be kept in the strictest confidence by Tenant and any other person or entity performing such inspection. If Tenant in good faith disputes the accuracy of any statement on the basis of any such inspection, such dispute must be alleged in reasonable detail in a written notice to Landlord within ninety (90) days following Tenant’s completion of such inspection. If actual Operating Expenses or Real Estate Taxes are ultimately determined to have been overstated by Landlord for any calendar year, then Landlord shall within thirty (30) days thereafter refund to Tenant the applicable overpayment of Escalation Rentthis Lease.