Common use of Landlord's Books and Records; Tenant's Audit Rights Clause in Contracts

Landlord's Books and Records; Tenant's Audit Rights. Within twelve (12) months after the end of any Lease Year, and no more than once per year, upon thirty (30) days written notice to Landlord, Tenant (and/or its authorized representatives) may examine, inspect, audit, and copy the Landlord’s records concerning Additional Rent for the prior calendar year of the Lease Term at Landlord’s office during normal business hours. Tenant agrees to maintain the confidentiality of any information reviewed in conducting the audit and not to disclose such information to any other party, except as required by law. No such audit shall be conducted by a person or entity paid on a contingency fee basis or whose compensation is determined in whole or in part by the discovery or amount of overcharge or errors. If Tenant’s audit reveals that Landlord overstated the actual expenses for any calendar year, Tenant shall submit a written claim to Landlord (“Tenant’s Audit Claim”) that describes how the expenses have been overstated. Within 30 days’ receipt of Tenant’s undisputed Audit Claim, Landlord shall reimburse Tenant for any overpayment and, if such audit reveals an overpayment by Tenant of more than 5% of the actual Operating Expenses, Landlord shall pay for Tenant’s reasonable costs of conducting the audit. Otherwise, Tenant shall pay its own costs associated with such inspection and audit. If Landlord disputes the results of any Tenant audit, Landlord may hire a certified public accounting firm to conduct an independent audit. Both parties will cooperate with such accounting firm so that it can make a determination so as to the validity of the Tenant’s Audit Claim. The non-prevailing party shall pay the costs of such independent audit. Following Landlord’s audit, the parties may agree to a different reimbursement amount or may resolve any remaining dispute as provided in Section 24 herein. Should Landlord fail to reimburse Tenant hereunder within 30 days after Landlord’s audit or mutual resolution, Tenant shall have the right to offset the overpayment against Additional Rent. Nothing in this section shall preclude Tenant from conducting an internal audit of expenses paid under this Lease at any time during the Lease Term and any renewals. Additionally, Landlord agrees to assist Tenant in responding to any federal audit during the Lease Term, if requested.

Landlord's Books and Records; Tenant's Audit Rights. Within twelve (12) months after the end of any Lease YearTenant and its authorized representatives may, and on no more less than once per year, upon thirty (30) days prior written notice to Landlordnotice, Tenant (and/or its authorized representatives) may examine, inspect, audit, inspect and copy audit the Landlord’s records concerning Additional Rent of Landlord regarding each statement prepared by Landlord pursuant to Section 6.4.2. The audit of Direct Expenses for the prior any calendar year must be begun within one hundred eighty (180) days after Tenant's receipt of the Lease Term statement for that year, or the right to audit Direct Expenses for that year shall be deemed waived and the statement shall be considered as final and accepted by Tenant. Tenant's rights under this Section may be exercised only if Tenant is not in default beyond any applicable cure period under this Lease. In no event shall this Section be deemed to allow inspection and audit of Landlord's records by any subtenant of Tenant. Such an audit shall be performed during regular business hours at Landlord’s office during normal 's offices by a national certified public accounting firm whose primary business hoursmust be certified public accounting. There shall be no more than one audit of Direct Expenses for any twelve (12) month period. Tenant agrees diligently to maintain pursue and complete any audit begun by Tenant, and Landlord agrees it shall not unreasonably interfere with the confidentiality execution of Tenant's audit rights. Except as herein provided, Tenant shall bear all fees and costs of the audit. Pending resolution of any disputes over Direct Expenses, Tenant shall pay to Landlord any Additional Rent alleged to be due from Tenant as reflected on Landlord's statement or any invoice issued on the basis of Landlord's statement. If such audit reveals that the amount that is Tenant's Share of the Direct Expenses has been overstated, then Landlord shall immediately refund the overpayment to Tenant. If overstated by more than four percent (4%), Landlord shall promptly, upon demand, reimburse Tenant for the reasonable costs of such audit. Tenant shall keep any information reviewed in conducting gained from the audit inspection of Landlord's records confidential and shall not to disclose such information same to any other party, party except as required by law. No such audit shall be conducted by a person or entity paid on a contingency fee basis or whose compensation is determined in whole or in part by the discovery or amount of overcharge or errors. If Tenant’s audit reveals that Landlord overstated the actual expenses for any calendar year, Tenant shall submit a written claim to Landlord (“Tenant’s Audit Claim”) that describes how the expenses have been overstated. Within 30 days’ receipt of Tenant’s undisputed Audit Claim, Landlord shall reimburse Tenant for any overpayment and, if such audit reveals an overpayment by Tenant of more than 5% of the actual Operating Expenses, Landlord shall pay for Tenant’s reasonable costs of conducting the audit. Otherwise, Tenant shall pay its own costs associated with such inspection and audit. If Landlord disputes the results of any Tenant audit, Landlord may hire a certified public accounting firm to conduct an independent audit. Both parties will cooperate with such accounting firm so that it can make a determination so as to the validity of the Tenant’s Audit Claim. The non-prevailing party shall pay the costs of such independent audit. Following Landlord’s audit, the parties may agree to a different reimbursement amount or may resolve any remaining dispute as provided in Section 24 herein. Should Landlord fail to reimburse Tenant hereunder within 30 days after Landlord’s audit or mutual resolution, Tenant shall have the right to offset the overpayment against Additional Rent. Nothing in this section shall preclude Tenant from conducting an internal audit of expenses paid under this Lease at any time during the Lease Term and any renewals. Additionally, Landlord agrees to assist Tenant in responding to any federal audit during the Lease Term, if requested.

Landlord's Books and Records; Tenant's Audit Rights. Within twelve Tenant or --------------------------------------------------- Tenant's authorized representatives (12the "Outside Agent") months may, after the end of any Lease Year, and no more than once per year, upon thirty (30) days written reasonable notice to LandlordLandlord and at reasonable times, Tenant (and/or its authorized representatives) may examine, inspect, audit, and copy the Landlord’s records concerning Additional Rent for the prior calendar year of the Lease Term Landlord regarding each Statement at Landlord’s 's office in the continental United States during normal business hours within one (1) year after the furnishing of the Statement. The Outside Agent shall be a nationally or regionally recognized firm of certified public accountants and shall be engaged on a non-contingency fee basis. Unless Tenant takes written exception to any item within two (2) years after the furnishing of that Statement, the Statement shall be considered as final and accepted by Tenant except that Landlord may, at any time during that two-year period, submit a corrected Statement to Tenant if Operating Expenses and Tax Expenses on the original Statement were overstated or understated. The payment of the amounts shown on the Statement by Tenant shall not preclude Tenant from questioning the correctness of any item of the Statement subject to the rights in this Section 4.5. Tenant and/or its Outside Agent shall have the right, at Tenant's cost and on no less than ten (10) days' prior written notice to Landlord and during Landlord's normal business hours, to audit Landlord's records regarding Operating Expenses and Tax Expenses. Such an Audit shall be performed in Landlord's office in the continental United States. To facilitate an audit by Tenant, Landlord shall keep its books and records applicable to Operating Expenses and Tax Expenses available to Tenant on a reasonable basis for the longer of (a) two (2) years after the Lease Expiration Date or (b) one (1) year after the resolution of any dispute concerning Operating Expenses and Tax Expenses. Any audit of Operating Expenses and Tax Expenses for any calendar year must be begun within two (2) years after Landlord's delivery of the Statement for that year, or the right to audit Operating Expenses and Tax Expenses for that year shall be deemed waived. Tenant agrees diligently to maintain pursue and complete (or to drop) any audit begun by Tenant, and Landlord agrees it shall not unreasonably interfere with the confidentiality execution of any information reviewed in conducting Tenant's audit rights. Tenant shall bear all fees and costs of the audit audit, unless the parties determine that Operating Expenses and not to disclose such information to any other party, except Tax Expenses taken as required by law. No such audit shall be conducted by a person or entity paid on a contingency fee basis or whose compensation is determined in whole or in part by the discovery or amount of overcharge or errors. If Tenant’s audit reveals that Landlord overstated the actual expenses for any calendar year, Tenant shall submit a written claim to Landlord year were overstated by four percent (“Tenant’s Audit Claim”4%) or more. In that describes how the expenses have been overstated. Within 30 days’ receipt of Tenant’s undisputed Audit Claim, Landlord shall reimburse Tenant for any overpayment and, if such audit reveals an overpayment by Tenant of more than 5% of the actual Operating Expensesevent, Landlord shall pay for Tenant’s the reasonable costs of conducting the that audit. OtherwisePending resolution of any disputes over Operating Expenses and Tax Expenses, Tenant shall pay its own costs associated with such inspection and audit. If to Landlord disputes any Additional Rent alleged to be due from Tenant as reflected on Landlord's Statement or any invoice issued on the results basis of any Tenant audit, Landlord may hire a certified public accounting firm to conduct an independent audit. Both parties will cooperate with such accounting firm so that it can make a determination so as to the validity of the Tenant’s Audit Claim. The non-prevailing party shall pay the costs of such independent audit. Following Landlord’s audit, the parties may agree to a different reimbursement amount or may resolve any remaining dispute as provided in Section 24 herein. Should Landlord fail to reimburse Tenant hereunder within 30 days after Landlord’s audit or mutual resolution, Tenant shall have the right to offset the overpayment against Additional Rent. Nothing in this section shall preclude Tenant from conducting an internal audit of expenses paid under this Lease at any time during the Lease Term and any renewals. Additionally, Landlord agrees to assist Tenant in responding to any federal audit during the Lease Term, if requested's Statement.

Landlord's Books and Records; Tenant's Audit Rights. Within twelve (12) months after the end of any Lease YearTenant and its authorized representatives may, and on no more less than once per year, upon thirty (30) days prior written notice to Landlordnotice, Tenant (and/or its authorized representatives) may examine, inspect, audit, inspect and copy audit the Landlord’s records concerning Additional Rent of Landlord regarding each statement prepared by Landlord pursuant to Section 6.4.2. The audit of Direct Expenses for the prior any calendar year must be begun within one hundred eighty (180) days after Tenant's receipt of the Lease Term statement for that year, or the right to audit Direct Expenses for that year shall be deemed waived and the statement shall be considered as final and accepted by Tenant. Tenant's rights under this Section may be exercised only if Tenant is not in default under this Lease. In no event shall this Section be deemed to allow inspection and audit of Landlord's records by any subtenant of Tenant. Such an audit shall be performed during regular business hours at Landlord’s office during normal 's offices by a reputable, independent, regionally or nationally recognized certified public accounting firm whose primary business hoursmust be certified public accounting. There shall be no more than one audit of Direct Expenses for any twelve (12) month period. Tenant agrees diligently to maintain pursue and complete any audit begun by Tenant, and Landlord agrees it shall not unreasonably interfere with the confidentiality execution of Tenant's audit rights. Except as otherwise provided herein, Tenant shall bear all fees and costs of the audit. Pending resolution of any disputes over Direct Expenses, Tenant shall pay to Landlord any Additional Rent alleged to be due from Tenant as reflected on Landlord's statement or any invoice issued on the basis of Landlord's statement. If such audit reveals that Tenant's Share of the Direct Expenses has been overstated, then Landlord shall immediately refund the overpayment to Tenant. If overstated by more than four percent (4%), Landlord shall promptly, upon demand, reimburse Tenant for the reasonable costs of such audit except if such overstatement is the result of good-faith clerical errors or errors in computation. Tenant shall keep any information reviewed in conducting gained from the audit inspection of Landlord's records confidential and shall not to disclose such information same to any other party, party except as required by law. No such audit Tenant agrees that the provisions of this Section shall be conducted the sole method to be used by a person Tenant to dispute or entity paid on a contingency fee basis or whose compensation is determined in whole contest any Direct Expenses payable by Tenant and Tenant hereby waives any other rights at law or in part by the discovery or amount of overcharge or errors. If Tenant’s audit reveals that Landlord overstated the actual expenses for any calendar year, Tenant shall submit a written claim to Landlord (“Tenant’s Audit Claim”) that describes how the expenses have been overstated. Within 30 days’ receipt of Tenant’s undisputed Audit Claim, Landlord shall reimburse Tenant for any overpayment and, if such audit reveals an overpayment by Tenant of more than 5% of the actual Operating Expenses, Landlord shall pay for Tenant’s reasonable costs of conducting the audit. Otherwise, Tenant shall pay its own costs associated with such inspection and audit. If Landlord disputes the results of any Tenant audit, Landlord may hire a certified public accounting firm to conduct an independent audit. Both parties will cooperate with such accounting firm so that it can make a determination so as to the validity of the Tenant’s Audit Claim. The non-prevailing party shall pay the costs of such independent audit. Following Landlord’s audit, the parties may agree to a different reimbursement amount or may resolve any remaining dispute as provided in Section 24 herein. Should Landlord fail to reimburse Tenant hereunder within 30 days after Landlord’s audit or mutual resolution, Tenant shall have the right to offset the overpayment against Additional Rent. Nothing in this section shall preclude Tenant from conducting an internal audit of expenses paid under this Lease at any time during the Lease Term and any renewals. Additionally, Landlord agrees to assist Tenant in responding to any federal audit during the Lease Term, if requestedequity regarding same.