Common use of Landlord’s Accounting Practices and Records Clause in Contracts

Landlord’s Accounting Practices and Records. Unless Tenant takes exception by notice to Landlord within ninety (90) days after Landlord provides any written statement to Tenant for any item of Additional Rent, such statement shall be considered final and binding on Tenant (except as to additional Expenses or Taxes not then known or omitted by error). If Tenant takes exception and provides written notice to Landlord within such ninety (90) day period, then Tenant may, at its own expense (except as provided herein), audit Landlord’s books relevant to Expenses for the immediately preceding calendar year using an independent certified public accountant selected by Tenant and reasonably approved by Landlord. Such accountant shall not be compensated on a contingency fee basis, and such accountant’s review must be completed and its report submitted to Landlord within sixty (60) days after Landlord provides Tenant access to its books and records relevant to such Expenses as provided in the following sentence. With respect to such audit, Landlord shall provide copies of its books and records and such other back up materials as Tenant may reasonably request. Both Tenant and its accountant shall execute Landlord’s standard form of confidentiality agreement prior to having access to any of Landlord’s books and records. If Landlord confirms the results of Tenant’s accountant’s review, then: (i) such confirmation shall be considered final and binding on both parties (except as to additional expenses or taxes not then known or omitted by error), and (ii) Tenant shall pay all costs associated with such review, unless it shows that Taxes and Expenses were overstated by at least five percent (5%), in which case Landlord shall reimburse Tenant for its actual and reasonable out-of-pocket costs associated with such audit within thirty (30) days after receipt of Tenant’s documented invoice therefor. If Landlord disagrees with Tenant’s accountant’s review, Landlord and Tenant (and their respective accountants) shall cooperate in good faith to resolve the dispute. Pending resolution of any such exceptions, Tenant shall pay all amounts shown on such Landlord’s statement, subject to credit, refund or additional payment after any such exceptions are resolved.

Landlord’s Accounting Practices and Records. Unless Landlord shall maintain records respecting Taxes and Expenses and determine the same in accordance with sound accounting and management practices consistently applied in accordance with this Lease. Tenant’s employees (or any certified public accounting firm acting for Tenant takes exception on a non-contingent fee basis) shall have the right to review such records by sending notice to Landlord within ninety no later than sixty (9060) days following the furnishing of the Statement specifying such records as Tenant reasonably desires to review. Such review shall be subject to the continuing condition that Tenant not be in Default beyond any applicable cure period, and subject to reasonable scheduling by Landlord during normal business hours at the place or places where such records are normally kept. No later than sixty (60) days after Landlord provides makes such records available for review, Tenant shall send Landlord notice specifying any written statement exceptions that Tenant takes to Tenant matters included in such Statement, Tenant’s detailed reasons for any item each exception which support a conclusion that such exception properly identifies an error in such Statement, and a complete copy of Additional Rent, such statement the review report. Such Statement shall be considered final and binding on Tenant (Tenant, except as to additional Expenses or Taxes not then known or omitted by error)matters to which exception is taken after review of Landlord’s records in the foregoing manner and within the foregoing times. The foregoing times for sending Tenant’s notices hereunder are critical to Landlord’s budgeting process, and are therefore of the essence of this Paragraph. If Tenant takes timely exception and provides written notice to Landlord within such ninety (90) day period, then Tenant may, at its own expense (except as provided herein), audit Landlord’s books relevant to Expenses for the immediately preceding calendar year using Landlord may seek certification from an independent certified public accountant selected by Tenant and reasonably approved by Landlord. Such accountant or financial consultant (who shall not be compensated on a contingency fee basis, and such accountant’s review must be completed and its report submitted subject to Landlord within sixty (60) days after Landlord provides Tenant access to its books and records relevant to such Expenses as provided in the following sentence. With respect to such audit, Landlord shall provide copies of its books and records and such other back up materials as Tenant may reasonably request. Both Tenant and its accountant shall execute Landlord’s standard form of confidentiality agreement prior to having access to any of Landlord’s books and records. If Landlord confirms the results of Tenant’s accountant’s review, thenreasonable approval) as to the proper amount of Taxes and Expenses or the items as to which Tenant has taken exception. In such case: (i) such confirmation certification shall be considered final and binding on both parties (except as to additional expenses or taxes amounts not then known or omitted by error), and (ii) Tenant shall pay all costs associated with Landlord for the cost of such reviewcertification, unless it shows that Taxes and Expenses were overstated by at least a net amount of five percent (5%), ) or more (in which case case, Landlord shall pay for such certification, and shall also reimburse Tenant for its actual and reasonable Tenant’s reasonable, direct, out-of-pocket costs associated with such audit for Tenant’s review of Landlord’s records hereunder up to a maximum of $2,000, within thirty (30) days after receipt of Tenant’s documented invoice therefor. If Tenant provides Landlord disagrees with Tenant’s accountant’s review, Landlord and Tenant (and their respective accountants) shall cooperate in good faith to resolve the disputereasonable evidence thereof). Pending review of such records and resolution of any such exceptions, Tenant shall pay all Tenant’s Share of Taxes and Expenses in the amounts shown on such Landlord’s statementStatement, subject to credit, refund or additional payment after any such exceptions are resolved.

Landlord’s Accounting Practices and Records. Landlord shall maintain records respecting Taxes and Expenses and determine the same in accordance with sound accounting and management practices. Subject to the other provisions of this Article, Landlord may from time to time use a full accrual system of accounting, or a modified cash basis of accounting with appropriate accrual adjustments to ensure that each year includes substantially the same major recurring items. Unless Tenant takes exception by notice to Landlord within ninety one hundred twenty (90120) days after Landlord provides any written statement Statement to Tenant for any item of Additional RentTenant, such statement shall be considered final and binding on Tenant and Landlord (except as to additional Expenses or Taxes not then known or omitted by error; provided that any Expenses or Taxes omitted by error must be billed to Tenant, if at all, within one (1) year after Tenant received such initial Statement). If Tenant takes exception timely disputes any Statement, Tenant shall be entitled to inspect, review, and provides written notice to Landlord within such ninety (90) day period, then Tenant maycopy, at its own expense (except as provided herein)Tenant’s sole cost and expense, audit the books, invoices, documents, and records pertaining to the Expenses and Taxes incurred by Landlord in an office of Landlord, or Landlord’s books relevant agent, during normal business hours, upon giving Landlord five (5) days advance written notice, subject to Expenses for the immediately preceding calendar year using execution of a confidentiality agreement reasonably acceptable to Landlord, and provided that Tenant shall utilize an independent certified public accountant selected by Tenant and reasonably approved by Landlord. Such accountant shall independent, nationally or regionally recognized full service accounting firm that is not be being compensated on a contingency fee basis, basis to perform such review and such accountant’s review must shall be completed and its report submitted to Landlord within sixty (60) days after Landlord provides Tenant access to its books and records relevant subject to such Expenses confidentiality agreement. Except as expressly provided in herein, if Tenant fails to timely object to an Statement, Tenant shall be deemed to have approved the following sentenceStatement and shall have no further right to object to or contest the Statement. With respect to such audit, Landlord shall provide copies of its books and records and such other back up materials as Tenant may reasonably request. Both Tenant and its accountant shall execute Landlord’s standard form of confidentiality agreement prior to having access to any of Landlord’s books and records. If Landlord confirms the results of Tenant’s accountant’s review, then: (i) such confirmation audit shall be considered final and binding on both parties (except as to additional expenses or taxes not then known or omitted by error), and (ii) Tenant shall pay all costs associated with conducted at the offices of the Building manager where such review, unless it shows that Taxes and Expenses were overstated by at least five percent (5%), in which case Landlord shall reimburse Tenant for its actual and reasonable out-of-pocket costs associated with such audit records are kept within thirty (30) days after receipt the date of Tenant’s documented invoice therefornotice. Landlord and/or Landlord’s Building manager shall cooperate with Tenant and/or Tenant’s representatives with respect to any such specific inquiries or questions and with respect to the conduct of such audit, so as to facilitate the prompt and efficient answer thereto and/or conduct of same, as applicable. Tenant shall notify Landlord of the results of such audit in writing within ten (10) days after completion of such audit. Landlord may have an agent or employee present during such inspection and audit. Landlord shall have the right to dispute the results of Tenant’s audit at Landlord’s expense. If Landlord disagrees with Landlord’s and Tenant’s accountantaccountants cannot agree, their dispute shall be resolved, at Landlord’s reviewand Tenant’s joint expense, by a certified public accountant mutually satisfactory to Landlord and Tenant, or selected by the presiding judge of the Circuit Court of Multnomah County, Oregon if Landlord and Tenant cannot agree on the identity of such accountant. If the final audit ultimately discloses Tenant’s overpayment of Tenant’s Share of Expenses or Taxes: (a) such overpayment shall be applied to the next accruing installment(s) of Expenses and their respective accountantsTaxes due from Tenant, until such credit is depleted (unless in the last year of the Term, in which event Landlord shall refund to Tenant such overpayment within thirty (30) days); and (b) if such overpayment shall cooperate exceed five percent (5%) or more in good faith the aggregate (after netting any understated line items against overstated line items) of the amount set forth in the Statement, Landlord shall promptly pay to resolve Tenant its reasonable third party costs and expenses of conducting or defending its audit. If the dispute. Pending resolution final audit ultimately discloses Tenant’s underpayment of any such exceptionsTenant’s Share of Expenses or Taxes, Tenant shall pay all amounts shown on such Landlord’s statement, subject amount to credit, refund Landlord within thirty (30) days. The provisions of this Paragraph shall survive the expiration or additional payment after any such exceptions are resolvedearlier termination of this Lease.

Landlord’s Accounting Practices and Records. Unless Landlord shall maintain records respecting Taxes, Insurance and Expenses and determine the same in accordance with sound accounting and management practices consistently applied in accordance with this Lease. Tenant’s employees (or any certified public accounting firm acting for Tenant takes exception on a non-contingent fee basis) shall have the right to review such records by sending notice to Landlord within ninety no later than thirty (9030) days following the furnishing of the Statement specifying such records as Tenant reasonably desires to review. Such review shall be subject to the continuing condition that Tenant not be in Default, and subject to reasonable scheduling by Landlord during normal business hours at the place or places where such records are normally kept. No later than thirty (30) days after Landlord provides makes such records available for review, Tenant shall send Landlord notice specifying any written statement exceptions that Tenant takes to Tenant matters included in such Statement, Tenant’s detailed reasons for any item each exception which support a conclusion that such exception properly identifies an error in such Statement, and a complete copy of Additional Rent, such statement the review report. Such Statement shall be considered final and binding on Tenant (Tenant, except as to additional Expenses or Taxes not then known or omitted by error)matters to which exception is taken after review of Landlord’s records in the foregoing manner and within the foregoing times. The foregoing times for sending Tenant’s notices hereunder are critical to Landlord’s budgeting process, and are therefore of the essence of this Paragraph. If Tenant takes timely exception and provides written notice to Landlord within such ninety (90) day period, then Tenant may, at its own expense (except as provided herein), audit Landlord’s books relevant to Expenses for the immediately preceding calendar year using Landlord may seek certification from an independent certified public accountant selected by Tenant and reasonably approved by Landlord. Such accountant or financial consultant (who shall not be compensated on a contingency fee basis, and such accountant’s review must be completed and its report submitted subject to Landlord within sixty (60) days after Landlord provides Tenant access to its books and records relevant to such Expenses as provided in the following sentence. With respect to such audit, Landlord shall provide copies of its books and records and such other back up materials as Tenant may reasonably request. Both Tenant and its accountant shall execute Landlord’s standard form of confidentiality agreement prior to having access to any of Landlord’s books and records. If Landlord confirms the results of Tenant’s accountant’s reviewreasonable approval) as to the proper amount of Taxes, thenInsurance and Expenses or the items as to which Tenant has taken exception. In such case: (i) such confirmation certification shall be considered final and binding on both parties (except as to additional expenses or taxes amounts not then known or omitted by error), and (ii) Tenant shall pay all costs associated with Landlord for the cost of such reviewcertification, unless it shows that Taxes Taxes, Insurance and Expenses were overstated by at least a net amount of five percent (5%), in which case Landlord shall reimburse Tenant for its actual and reasonable out-of-pocket costs associated with such audit within thirty (30) days after receipt of Tenant’s documented invoice therefor. If Landlord disagrees with Tenant’s accountant’s review, Landlord and Tenant (and their respective accountants) shall cooperate in good faith to resolve the disputeor more. Pending review of such records and resolution of any such exceptions, Tenant shall pay all the amounts shown on such Landlord’s statementStatement, subject to credit, refund or additional payment after any such exceptions are resolved.

Landlord’s Accounting Practices and Records. Unless Landlord shall maintain records respecting Taxes and Expenses and determine the same in accordance with sound accounting and management practices consistently applied in accordance with this Lease. Although this Lease contemplates the general computation of Taxes and Expenses on a cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year includes substantially the same recurring items. Landlord reserves the right to apply a full accrual system of accounting so long as the same is consistently applied and Tenant’s obligations are not materially adversely affected. Tenant takes exception or its representative (acting on a non-contingent fee basis) shall have the right to review such records by sending notice to Landlord within ninety no later than thirty (9030) days following the furnishing of the Statement specifying such records as Tenant reasonably desires to review. Such review shall be subject to the continuing condition that Tenant not be in Default, and subject to reasonable scheduling by Landlord during normal business hours at the place or places where such records are normally kept. No later than thirty (30) days after Landlord provides makes such records available for review, Tenant shall send Landlord notice specifying any written statement exceptions that Tenant takes to Tenant matters included in such Statement, Tenant’s detailed reasons for any item each exception which support a conclusion that such exception properly identifies an error in such Statement, and a complete copy of Additional Rent, such statement the review report. Such Statement shall be considered final and binding on Tenant (Tenant, except as to additional Expenses or Taxes not then known or omitted by error)matters to which exception is taken after review of Landlord’s records in the foregoing manner and within the foregoing times. The foregoing times for sending Tenant’s notices hereunder are critical to Landlord’s budgeting process, and are therefore of the essence of this Paragraph. If Tenant takes timely exception and provides written notice to Landlord within such ninety (90) day period, then Tenant may, at its own expense (except as provided herein), audit Landlord’s books relevant to Expenses for the immediately preceding calendar year using Landlord may seek certification from an independent certified public accountant selected by Tenant and reasonably approved by Landlord. Such accountant or financial consultant (who shall not be compensated on a contingency fee basis, and such accountant’s review must be completed and its report submitted subject to Landlord within sixty (60) days after Landlord provides Tenant access to its books and records relevant to such Expenses as provided in the following sentence. With respect to such audit, Landlord shall provide copies of its books and records and such other back up materials as Tenant may reasonably request. Both Tenant and its accountant shall execute Landlord’s standard form of confidentiality agreement prior to having access to any of Landlord’s books and records. If Landlord confirms the results of Tenant’s accountant’s review, thenreasonable approval) as to the proper amount of Taxes and Expenses or the items as to which Tenant has taken exception. In such case: (i) such confirmation certification shall be considered final and binding on both parties (except as to additional expenses or taxes amounts not then known or omitted by error), and (ii) Tenant shall pay all costs associated with Landlord for the cost of such reviewcertification, unless it shows that Taxes and Expenses were overstated by at least a net amount of five percent (5%), in which case Landlord shall reimburse Tenant for its actual and reasonable out-of-pocket costs associated with such audit within thirty (30) days after receipt of Tenant’s documented invoice therefor. If Landlord disagrees with Tenant’s accountant’s review, Landlord and Tenant (and their respective accountants) shall cooperate in good faith to resolve the disputeor more. Pending review of such records and resolution of any such exceptions, Tenant shall pay all Tenant’s Share of Taxes and Expenses in the Table of Contents amounts shown on such Landlord’s statementStatement, subject to credit, refund or additional payment after any such exceptions are resolved.

Landlord’s Accounting Practices and Records. Unless Landlord shall maintain records respecting Taxes and Expenses and determine the same in accordance with sound accounting and management practices consistently applied in accordance with this Lease. Although this Lease contemplates the general computation of Taxes and Expenses on a cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year includes substantially the same recurring items. Landlord reserves the right to apply a full accrual system of accounting so long as the same is consistently applied and Tenant's obligations are not materially adversely affected. Tenant takes exception or its representative (acting on a non-contingent fee basis) shall have the right to review such records by sending notice to Landlord within ninety no later than thirty (9030) days following the furnishing of the Statement specifying such records as Tenant reasonably desires to review. Such review shall be subject to the continuing condition that Tenant not be in Default, and subject to reasonable scheduling by Landlord during normal business hours at the place or places where such records are normally kept. No later than thirty (30) days after Landlord provides makes such records available for review, Tenant shall send Landlord notice specifying any written statement exceptions that Tenant takes to Tenant matters included in such Statement, Tenant's detailed reasons for any item each exception which support a conclusion that such exception properly identifies an error in such Statement, and a complete copy of Additional Rent, such statement the review report. Such Statement shall be considered final and binding on Tenant (Tenant, except as to additional Expenses or Taxes not then known or omitted by error)matters to which exception is taken after review of Landlord's records in the foregoing manner and within the foregoing times. The foregoing times for sending Tenant's notices hereunder are critical to Landlord's budgeting process, and are therefore of the essence of this Paragraph. If Tenant takes timely exception and provides written notice to Landlord within such ninety (90) day period, then Tenant may, at its own expense (except as provided herein), audit Landlord’s books relevant to Expenses for the immediately preceding calendar year using Landlord may seek certification from an independent certified public accountant selected by or financial consultant (who shall be subject to Tenant's reasonable approval) as to the proper amount of Taxes and Expenses or the items as to which Tenant and reasonably approved by Landlordhas taken exception. Such accountant shall not be compensated on a contingency fee basis, and In such accountant’s review must be completed and its report submitted to Landlord within sixty (60) days after Landlord provides Tenant access to its books and records relevant to such Expenses as provided in the following sentence. With respect to such audit, Landlord shall provide copies of its books and records and such other back up materials as Tenant may reasonably request. Both Tenant and its accountant shall execute Landlord’s standard form of confidentiality agreement prior to having access to any of Landlord’s books and records. If Landlord confirms the results of Tenant’s accountant’s review, thencase: (i) such confirmation certification shall be considered final and binding on both parties (except as to additional expenses or taxes amounts not then known or omitted by error), and (ii) Tenant shall pay all costs associated with Landlord for the cost of such reviewcertification, unless it shows that Taxes and Expenses were overstated by at least a net amount of five percent (5%), in which case Landlord shall reimburse Tenant for its actual and reasonable out-of-pocket costs associated with such audit within thirty (30) days after receipt of Tenant’s documented invoice therefor. If Landlord disagrees with Tenant’s accountant’s review, Landlord and Tenant (and their respective accountants) shall cooperate in good faith to resolve the disputeor more. Pending review of such records and resolution of any such exceptions, Tenant shall pay all Tenant's Share of Taxes and Expenses in the amounts shown on such Landlord’s statementStatement, subject to credit, refund or additional payment after any such exceptions are resolved.

Landlord’s Accounting Practices and Records. Landlord shall maintain records respecting Taxes and Expenses and determine the same in accordance with sound accounting and management practices. Subject to the other provisions of this Article, Landlord may from time to time use a full accrual system of accounting, or a modified cash basis of accounting with appropriate accrual adjustments to ensure that each year includes substantially the same major recurring items. Unless Tenant Subtenant takes exception by notice to Landlord within ninety (90) 180 days after Landlord provides any written statement Statement to Tenant for any item of Additional RentSubtenant, such statement Statement shall be considered final and binding on Tenant Subtenant (except as to additional Expenses or Taxes not then known or omitted by error). If Tenant takes exception and provides written notice to Landlord within such ninety (90) day period, then Tenant may, at its own expense (except as provided herein), audit Landlord’s books relevant to Expenses for the immediately preceding calendar year using an independent certified public accountant selected by Tenant and reasonably approved by Landlord. Such accountant shall not be compensated on a contingency fee basis, and such accountant’s review must be completed and its report submitted to Landlord within sixty (60) days after Landlord provides Tenant access to its books and records relevant to such Expenses as provided in the following sentence. With respect to such audit, Landlord shall provide copies of its books and records and such other back up materials as Tenant may reasonably request. Both Tenant and its accountant shall execute Landlord’s standard form of confidentiality agreement prior to having access to any of Landlord’s books and records. If Landlord confirms the results of Tenant’s accountant’s review, then: (i) such confirmation shall be considered final and binding on both parties (except as to additional expenses or taxes not then known or omitted by error), and (ii) Tenant shall pay all costs associated with such review, unless it shows that Taxes and Expenses were overstated by at least five percent (5%), in which case Landlord shall reimburse Tenant for its actual and reasonable out-of-pocket costs associated with such audit within thirty (30) days after receipt of Tenant’s documented invoice therefor. If Landlord disagrees with Tenant’s accountant’s review, Landlord and Tenant (and their respective accountants) shall cooperate in good faith to resolve the dispute. Pending resolution of any such exceptions, Tenant Subtenant shall pay all Subtenant's Share of Taxes and Expenses in the amounts shown on such Landlord’s statementStatement, subject to credit, refund or additional payment after any such exceptions are resolved. Landlord shall permit Subtenant or Subtenant's duly authorized agent, during the Term and for a period of one (1) year following the expiration or earlier termination of this Sublease, to: (i) examine, during normal business hours and upon forty-eight (48) hours notice, any of Landlord's records related to the calculation of Taxes and Expenses as required in this Section 4(H); and (b) at any time after seven (7) days prior written notice to Landlord of its intention to do so, but not more than once every lease year respectively for Taxes and for Expenses, cause to be made a complete audit of Landlord's records of Taxes and/or Expenses, respectively, for any lease year. Any audit as described in this Section 4(H) shall be at Subtenant's expense except that if such audit discloses that actual Taxes and/or Expenses for any lease year exceeded by more than five percent (5%) of the amount reported to Subtenant, then the cost of such audit shall be paid by Landlord and Subtenant will be credited the amount overpaid in the next months Base Rent or be refunded to Subtenant, if after expiration of this Sublease.

Landlord’s Accounting Practices and Records. Unless Landlord shall maintain records respecting Taxes and Expenses and determine the same in accordance with sound accounting and management practices consistently applied in accordance with this Lease. Although this Lease contemplates the general computation of Taxes and Expenses on a cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year includes substantially the same recurring items. Landlord reserves the right to apply a full accrual system of accounting so long as the same is consistently applied and Tenant's obligations are not materially adversely affected, and further provided that Landlord shall continue to pay Expenses and Taxes on a timely basis. Tenant takes exception or its representative (acting on a non-contingent fee basis) shall have the right to review such records by sending notice to Landlord no later than ninety (90) days following the furnishing of the Statement specifying such records as Tenant reasonably desires to review. Such review shall be subject to the continuing condition that Tenant not be in Default, and subject to reasonable scheduling by Landlord during normal business hours at the place or places where such records are normally kept provided that such records shall be kept within the 48 continental United States. No later than ninety (90) days after Landlord provides makes such records available for review, Tenant shall send Landlord notice specifying any written statement exceptions that Tenant takes to Tenant matters included in such Statement, Tenant's detailed reasons for any item each exception which support a conclusion that such exception properly identifies an error in such Statement, and a complete copy of Additional Rent, such statement the review report. Such Statement shall be considered final and binding on Tenant (Tenant, except as to additional Expenses or Taxes not then known or omitted by error)matters to which exception is taken after review of Landlord's records in the foregoing manner and within the foregoing times. The foregoing times for sending Tenant's notices hereunder are critical to Landlord's budgeting process, and are therefore of the essence of this Paragraph. If Tenant takes timely exception and provides written notice to Landlord within such ninety (90) day period, then Tenant may, at its own expense (except as provided herein), audit Landlord’s books relevant to Expenses for the immediately preceding calendar year using Landlord may seek certification from an independent certified public accountant selected by or financial consultant (who shall be subject to Tenant's reasonable approval) as to the proper amount of Taxes and Expenses or the items as to which Tenant and reasonably approved by Landlordhas taken exception. Such accountant shall not be compensated on a contingency fee basis, and In such accountant’s review must be completed and its report submitted to Landlord within sixty (60) days after Landlord provides Tenant access to its books and records relevant to such Expenses as provided in the following sentence. With respect to such audit, Landlord shall provide copies of its books and records and such other back up materials as Tenant may reasonably request. Both Tenant and its accountant shall execute Landlord’s standard form of confidentiality agreement prior to having access to any of Landlord’s books and records. If Landlord confirms the results of Tenant’s accountant’s review, thencase: (i) such confirmation certification shall be considered final and binding on both parties (except as to additional expenses or taxes amounts not then known or omitted by error), and (ii) Tenant shall pay all costs associated with Landlord for the cost of such reviewcertification, unless it shows that Tenant's Share of Taxes and Expenses were overstated by at least five a net amount of three percent (53%)) or more, in which case event Landlord shall reimburse Tenant for its actual and pay the reasonable out-of-pocket costs associated with cost of such audit within thirty (30) days after receipt certification provided that such reasonable cost does not exceed the amount of Tenant’s documented invoice therefor. If Landlord disagrees with Tenant’s accountant’s review, Landlord and Tenant (and their respective accountants) shall cooperate in good faith to resolve the disputeoverstatement. Pending review of such records and resolution of any such exceptions, Tenant shall pay all Tenant's Share of Taxes and Expenses in the amounts shown on such Landlord’s statementStatement, subject to credit, refund or additional payment after any such exceptions are resolved.

Landlord’s Accounting Practices and Records. Unless Landlord shall maintain records respecting Taxes and Expenses and determine the same in accordance with sound accounting and management practices consistently applied in accordance with this Lease. Although this Lease contemplates the general computation of Taxes and Expenses on a cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year includes substantially the same recurring items. Landlord reserves the right to apply a full accrual system of accounting so long as the same is consistently applied and Tenant's obligations are not materially adversely affected, and further provided that Landlord shall continue to pay Expenses and Taxes on a timely basis. Tenant takes exception or its representative (acting on a noncontingent fee basis) shall have the right to review such records by sending notice to Landlord no later than ninety (90) days following the furnishing of the Statement specifying such records as Tenant reasonably desires to review. Such review shall be subject to the continuing condition that Tenant not be in Default, and subject to reasonable scheduling by Landlord during normal business hours at the place or places where such records are normally kept provided that such records shall be kept within the 48 continental United States. No later than ninety (90) days after Landlord provides makes such records available for review, Tenant shall send Landlord notice specifying any written statement exceptions that Tenant takes to Tenant matters included in such Statement, Xxxxxx's detailed reasons for any item each exception which support a conclusion that such exception properly identifies an error in such Statement, and a complete copy of Additional Rent, such statement the review report. Such Statement shall be considered final and binding on Tenant (Tenant, except as to additional Expenses or Taxes not then known or omitted by error)matters to which exception is taken after review of Landlord's records in the foregoing manner and within the foregoing times. The foregoing times for sending Xxxxxx's notices hereunder are critical to Xxxxxxxx's budgeting process, and are therefore of the essence of this Paragraph. If Tenant takes timely exception and provides written notice to Landlord within such ninety (90) day period, then Tenant may, at its own expense (except as provided herein), audit Landlord’s books relevant to Expenses for the immediately preceding calendar year using Landlord may seek certification from an independent certified public accountant selected by or financial consultant (who shall be subject to Tenant's reasonable approval) as to the proper amount of Taxes and Expenses or the items as to which Tenant and reasonably approved by Landlordhas taken exception. Such accountant shall not be compensated on a contingency fee basis, and In such accountant’s review must be completed and its report submitted to Landlord within sixty (60) days after Landlord provides Tenant access to its books and records relevant to such Expenses as provided in the following sentence. With respect to such audit, Landlord shall provide copies of its books and records and such other back up materials as Tenant may reasonably request. Both Tenant and its accountant shall execute Landlord’s standard form of confidentiality agreement prior to having access to any of Landlord’s books and records. If Landlord confirms the results of Tenant’s accountant’s review, thencase: (i) such confirmation certification shall be considered final and binding on both parties (except as to additional expenses or taxes amounts not then known or omitted by error), and (ii) Tenant shall pay all costs associated with Landlord for the cost of such reviewcertification, unless it shows that Xxxxxx's Share of Taxes and Expenses were overstated by at least five a net amount of three percent (53%)) or more, in which case event Landlord shall reimburse Tenant for its actual and pay the reasonable out-of-pocket costs associated with cost of such audit within thirty (30) days after receipt certification provided that such reasonable cost does not exceed the amount of Tenant’s documented invoice therefor. If Landlord disagrees with Tenant’s accountant’s review, Landlord and Tenant (and their respective accountants) shall cooperate in good faith to resolve the disputeoverstatement. Pending review of such records and resolution of any such exceptions, Tenant shall pay all Tenant's Share of Taxes and Expenses in the amounts shown on such Landlord’s statementStatement, subject to credit, refund or additional payment after any such exceptions are resolved.

Landlord’s Accounting Practices and Records. Unless Landlord shall maintain records with respect to the additional rent charged pursuant to this Lease. It is contemplated that the general computation of additional rent will be on a cash basis; provided, however, that Landlord shall make reasonable and appropriate accrual adjustments to ensure that each lease year includes substantially the same recurring items. Landlord reserves the right to apply a full accrual system of accounting so long as the same is consistently applied and Tenant’s obligations are not materially adversely affected. Within 120 days after the end of each calendar year, or as soon thereafter as practicable, Landlord shall provide a statement (the “Reconciliation Statement”) to Tenant takes exception showing: (a) the amount of actual additional rent for such calendar year, with a listing of amounts for major categories of expenses, (b) any amount paid by Tenant towards additional rent during such calendar year on an estimated basis, and (c) any further revised estimate of Tenant’s obligations for additional rent for the current calendar year. Tenant or its representative (acting on a non-contingent fee basis) shall have the right to review such records by sending notice to Landlord within ninety no later than one hundred twenty (90120) days following the furnishing of the Reconciliation Statement specifying such records as Tenant reasonably desires to review. Such review shall be subject to the continuing condition that Tenant not be in default under this Lease, and subject to reasonable scheduling by Landlord during normal business hours at the place or places where such records are normally kept. No later than thirty (30) days after Landlord provides makes such records available for review, Tenant shall send Landlord notice specifying any written statement exceptions that Tenant takes to Tenant matters included in such Reconciliation Statement, Tenant’s detailed reasons for any item each exception which support a conclusion that such exception properly identifies an error in such Reconciliation Statement, and a complete copy of Additional Rent, such statement the review report. Such Reconciliation Statement shall be considered final and binding on Tenant (Tenant, except as to additional Expenses or Taxes not then known or omitted by error)matters to which exception is taken after review of Landlord’s records in the foregoing manner and within the foregoing times. The foregoing times for sending Tenant’s notices hereunder are critical to Landlord’s budgeting process, and are therefore of the essence of this Section. If Tenant takes timely exception and provides written notice to Landlord within such ninety (90) day period, then Tenant may, at its own expense (except as provided herein), audit Landlord’s books relevant to Expenses for the immediately preceding calendar year using Landlord may seek certification from an independent certified public accountant selected by Tenant and reasonably approved by Landlord. Such accountant or financial consultant (who shall not be compensated on a contingency fee basis, and such accountant’s review must be completed and its report submitted subject to Landlord within sixty (60) days after Landlord provides Tenant access to its books and records relevant to such Expenses as provided in the following sentence. With respect to such audit, Landlord shall provide copies of its books and records and such other back up materials as Tenant may reasonably request. Both Tenant and its accountant shall execute Landlord’s standard form of confidentiality agreement prior to having access to any of Landlord’s books and records. If Landlord confirms the results of Tenant’s accountant’s review, thenreasonable approval) as to the proper amount of additional rent or the items as to which Tenant has taken exception. In such case: (i) such confirmation certification shall be considered final and binding on both parties (except as to additional expenses or taxes amounts not then known or omitted by error), and (ii) Tenant shall pay all costs associated with Landlord for the cost of such reviewcertification, unless it shows that Taxes and Expenses were the Additional Rent was overstated by at least a net amount of five percent (5%), in which case Landlord shall reimburse Tenant for its actual and reasonable out-of-pocket costs associated with such audit within thirty (30) days after receipt of Tenant’s documented invoice therefor. If Landlord disagrees with Tenant’s accountant’s review, Landlord and Tenant (and their respective accountants) shall cooperate in good faith to resolve the disputeor more. Pending review of such records and resolution of any such exceptions, Tenant shall pay all the Additional Rent in the amounts shown on such Landlord’s statementReconciliation Statement, subject to credit, refund or additional payment after any such exceptions are resolved. In the event that the Tenant’s examination discloses an overcharge in excess of five percent (5%), Landlord shall promptly refund such overcharge and shall pay to Tenant all reasonable costs incurred for the examination.

Landlord’s Accounting Practices and Records. Landlord shall maintain records respecting Taxes and Expenses and determine the same in accordance with sound accounting and management practices. Subject to the other provisions of this Article, Landlord may from time to time use a full accrual system of accounting, or a modified cash basis of accounting with appropriate accrual adjustments to ensure that each year includes substantially the same major recurring items, provided that in no event shall such change result in duplication of payment for any item(s) by Tenant. Tenant, or an independent certified accounting firm retained by Tenant on an hourly fee basis (and not on a contingency fee basis), shall have the right to inspect Landlord’s accounting records relative to Expenses and Taxes during normal business hours at any time within thirty (30) days following the furnishing to Tenant of the annual Statement. Unless Tenant takes shall take written exception by notice to Landlord any item in any such Statement within ninety such sixty (9060) days after Landlord provides any written statement following the furnishing to Tenant for any item of Additional Rentthe annual Statement, such statement Statement shall be considered final and binding on Tenant (except as to additional Expenses or Taxes not then known or omitted by error)Tenant. If Tenant takes exception shall timely dispute any specific item(s) in an annual Statement and provides written if such dispute is not resolved between Landlord and Tenant within thirty (30) days after notice to Landlord within of such ninety dispute from Tenant, then either party may, during the thirty (9030) day period next following expiration of said initial thirty (30) day period, then Tenant may, at its own expense (except as provided herein), audit Landlord’s books relevant refer such disputed item(s) to Expenses for the immediately preceding calendar year using an a reputable independent certified public accountant mutually selected by Landlord and Tenant for determination (and reasonably approved by Landlord. Such Landlord and Tenant each agree to act in a commercially reasonable manner in such mutual selection of a reputable independent certified public accountant), and the determination of such accountant shall not be compensated on a contingency fee basisfinal, conclusive and binding upon Landlord and Tenant. Tenant agrees to pay all costs involved in such accountant’s review must be completed and its report submitted to Landlord within sixty (60) days after Landlord provides Tenant access to its books and records relevant to such Expenses as provided in the following sentence. With respect to such auditdetermination, Landlord shall provide copies of its books and records and such other back up materials as Tenant may reasonably request. Both Tenant and its accountant shall execute unless it is determined that Landlord’s standard form original calculation of confidentiality agreement prior to having access to any of Landlord’s books and records. If Landlord confirms the results amount of Tenant’s accountant’s review, then: (i) such confirmation shall be considered final and binding on both parties (except as to additional expenses or taxes not then known or omitted by error), and (ii) Tenant shall pay all costs associated with such review, unless it shows that Share of Taxes and Expenses were was overstated by at least more than five percent (5%), in which case event Landlord shall reimburse Tenant for its actual and reasonable out-of-pocket pay all costs associated with of such audit within thirty (30) days after receipt of Tenant’s documented invoice therefor. If Landlord disagrees with Tenant’s accountant’s review, Landlord and Tenant (and their respective accountants) shall cooperate in good faith to resolve the disputeaudit. Pending resolution of any such exceptions, Tenant shall pay all Tenant’s Share of Taxes and Expenses in the amounts shown on such Landlord’s statementStatement, subject to credit, refund or additional payment after any such exceptions are resolved.