Common use of Maintenance of Accounts and Records Clause in Contracts

Maintenance of Accounts and Records. Tenant shall keep and during the term of the Operating Agreement shall cause Operator to keep true records and books of account of Tenant and Operator, respectively, in which full, true and correct entries will be made of dealings and transactions in relation to the business and affairs of Tenant, Operator and the Retirement Community. Landlord may at reasonable intervals during Tenant's or Operator's normal business hours examine, copy (including copying any such records contained in software other than records relating to current or former residents of the Retirement Community), and audit such records. The parties shall, within thirty (30) Business Days after the receipt of the Annual Financial Report, make any adjustments, by cash payment, needed because of the final figures set forth in the Annual Financial Report, or send a Notice of disputed items or matters in appropriate detail. Final adjustments, if any, will be made at the time any disputed items or matters are resolved by the parties. If Landlord desires, at its own expense, to audit, examine and/or review, the Annual Financial Report and supporting records and/or certain procedures at the Retirement Community, as may be agreed upon by Landlord, Tenant and Operator, with respect to internal financial controls, accounting policies and accounting procedures, or other procedures at the Retirement Community, Landlord shall notify Tenant and Operator in writing within sixty (60) days after receipt of such statement of its intention to audit and/or review such procedures and begin such audit and/or review no sooner than thirty (30) days and no later than sixty (60) days after Tenant and Operator's receipt of such Notice. Landlord shall complete such audit and/or review within ninety (90) days after commencement thereof. If Landlord does not make such an audit and/or review, then such Annual Financial Report and procedures shall be deemed to be conclusively accepted by Landlord as being correct, and Landlord shall have no right thereafter, except in the event of fraud by Tenant and/or Operator during the term of the Operating Agreement, to question or examine the same. If such review by Landlord determines that the procedures specified above are not in compliance with the terms of this Agreement, Landlord will provide Tenant and/or Operator, as applicable, with written notice of such deficiency and Tenant and/or Operator, as applicable shall remedy such deficiency. If any audit by Landlord discloses an overpayment of any amounts to Tenant and/or Operator, as applicable, Tenant and/or Operator, as applicable, shall promptly pay Landlord such amounts found to be due, plus interest thereon at the Disbursement Rate from the date such amounts should originally have been paid. If, however, the audit discloses that Tenant and/or Operator has not received any amounts due it, Landlord shall pay to Tenant and/or Operator, as applicable, such amounts, plus interest thereon at the Disbursement Rate from the date such amounts should originally have been paid. Landlord shall keep in confidence all information which it might gain or gather from the examination or audit of Tenant's and Operator's accounts and records, unless required to disclose such information pursuant to Applicable Laws. In addition, such auditors shall sign a confidentiality agreement reasonably acceptable to Tenant and Operator.

Maintenance of Accounts and Records. Tenant shall keep and during the term of the Operating Agreement shall cause Operator to keep true records and books of account of Tenant and Operator, respectively, in which full, true and correct entries will be made of dealings and transactions in relation to the business and affairs of Tenant, Operator and the Retirement Community. Landlord may at reasonable intervals during Tenant's or Operator's normal business hours examine, copy (including copying any such records contained in software other than records relating to current or former residents of the Retirement Community), and audit such records. The parties shall, within thirty (30) Business Days after the receipt of the Annual Financial Report, make any adjustments, by cash payment, needed because of the final figures set forth in the Annual Financial Report, or send a Notice of disputed items or matters in appropriate detail. Final adjustments, if any, will be made at the time any disputed items or matters are resolved by the parties. If Landlord desires, at its own expense, to audit, examine and/or review, the Annual Financial Report and supporting records and/or certain procedures at the Retirement Community, as may be agreed upon by Landlord, Tenant and Operator, with respect to internal financial controls, accounting policies and accounting procedures, or other procedures at the Retirement Community, Landlord Tenant shall notify Tenant and Operator in writing within sixty (60) days after receipt of such statement of its intention to audit and/or review such procedures and begin such audit and/or review no sooner than thirty (30) days and no later than sixty (60) days after Tenant and Operator's receipt of such Notice. Landlord shall complete such audit and/or review within ninety (90) days after commencement thereof. If Landlord does not make such an audit and/or review, then such Annual Financial Report and procedures shall be deemed to be conclusively accepted by Landlord as being correct, and Landlord shall have no right thereafter, except in the event of fraud by Tenant and/or Operator during the term of the Operating Agreement, to question or examine the same. If such review by Landlord determines that the procedures specified above are not in compliance with the terms of this Agreement, Landlord will Landlordwill provide Tenant and/or Operator, as applicable, with written notice of such deficiency and Tenant and/or Operator, as applicable shall remedy such deficiency. If any audit by Landlord discloses an overpayment of any amounts to Tenant and/or Operator, as applicable, Tenant and/or Operator, as applicable, shall promptly pay Landlord such amounts found to be due, plus interest thereon at the Disbursement Rate from the date such amounts should originally have been paid. If, however, the audit discloses that Tenant and/or Operator has not received any amounts due it, Landlord shall pay to Tenant and/or Operator, as applicable, such amounts, plus interest thereon at the Disbursement Rate from the date such amounts should originally have been paid. Landlord shall keep in confidence all information which it might gain or gather from the examination or audit of Tenant's and Operator's accounts and records, unless required to disclose such information pursuant to Applicable Laws. In addition, such auditors shall sign a confidentiality agreement reasonably acceptable to Tenant and Operator.

Maintenance of Accounts and Records. Tenant Lessee shall keep and during the term of the Operating Agreement shall cause Operator to keep true records and books of account of Tenant Lessee and Operator, respectively, in which full, true and correct entries will be made of dealings and transactions in relation to the business and affairs of TenantLessee, Operator and the Retirement Community. Landlord Lessor may at reasonable intervals during TenantLessee's or Operator's normal business hours examine, copy (including copying any such records contained in software other than records relating to current or former residents of the Retirement Community), and audit such records. The parties shall, within thirty (30) Business Days after the receipt of the Annual Financial Report, make any adjustments, by cash payment, needed because of the final figures set forth in the Annual Financial Report, or send a Notice of disputed items or matters in appropriate detail. Final adjustments, if any, will be made at the time any disputed items or matters are resolved by the parties. If Landlord Lessor desires, at its own expense, to audit, examine and/or review, the Annual Financial Report and supporting records and/or certain procedures at the Retirement Community, as may be agreed upon by LandlordLessor, Tenant Lessee and Operator, with respect to internal financial controls, accounting policies and accounting procedures, or other procedures at the Retirement Community, Landlord Lessee shall notify Tenant and Operator in writing within sixty (60) days after receipt of such statement of its intention to audit and/or review such procedures and begin such audit and/or review no sooner than thirty (30) days and no later than sixty (60) days after Tenant Lessee and Operator's receipt of such Notice. Landlord Lessor shall complete such audit and/or review within ninety (90) days after commencement thereof. If Landlord Lessor does not make such an audit and/or review, then such Annual Financial Report and procedures shall be deemed to be conclusively accepted by Landlord Lessor as being correct, and Landlord Lessor shall have no right thereafter, except in the event of fraud by Tenant Lessee and/or Operator during the term of the Operating Agreement, to question or examine the same. If such review by Landlord Lessor determines that the procedures specified above are not in compliance with the terms of this Agreement, Landlord will Lessorwill provide Tenant Lessee and/or Operator, as applicable, with written notice of such deficiency and Tenant Lessee and/or Operator, as applicable shall remedy such deficiency. If any audit by Landlord Lessor discloses an overpayment underpayment of any amounts to Tenant and/or OperatorLessor, as applicable, Tenant Lessee and/or Operator, as applicable, shall promptly pay Landlord Lessor such amounts found to be due, plus interest thereon at the Disbursement Rate from the date such amounts should originally have been paid. If, however, the audit discloses that Tenant and/or Operator has not received any amounts due it, Landlord shall pay to Tenant and/or Operator, as applicable, such amounts, plus interest thereon at the Disbursement Rate from the date such amounts should originally have been paid. Landlord Lessor shall keep in confidence all information which it might gain or gather from the examination or audit of TenantLessee's and Operator's accounts and records, unless required to disclose such information pursuant to Applicable Laws. In addition, such auditors shall sign a confidentiality agreement reasonably acceptable to Tenant and Operator.