Common use of Payment of Adjustments Clause in Contracts

Payment of Adjustments. The Expense Adjustment with respect to each Adjustment Year shall be paid in monthly installments in advance on the first day of each calendar month during such Adjustment Year in amounts sufficient to satisfy payment of the Expense Adjustment for such Adjustment Year as reasonably estimated by Landlord from time to time prior to or during any Adjustment Year and communicated to Tenant by written notice ("Estimated Expense Adjustment"). If Landlord does not deliver such a notice ("Estimate") prior to commencement of any Adjustment Year, Tenant shall continue to pay Estimated Expense Adjustment as provided in the most recently received Estimate (or Updated Estimate, as defined below) or the latest determined Expense Adjustment, whichever is greater, until the Estimate for such Adjustment Year is delivered to Tenant. If, during any Adjustment Year, Landlord reasonably determines that Operating Expenses for such Adjustment Year have increased or will increase, Landlord may deliver to Tenant an updated Estimate ("Updated Estimate") for such Adjustment Year. Monthly installments of Estimated Expense Adjustment paid subsequent to Tenant's receipt of the Estimate or Updated Estimate for any Adjustment Year shall be in the amounts provided in such Estimate or Updated Estimate, as the case may be. In addition, Tenant shall pay to Landlord within thirty (30) days after receipt of such Estimate or Updated Estimate, the amount, if any, by which the aggregate installments or the Estimated Expense Adjustment provided in such Estimate or Updated Estimate, as the case may be, with respect to prior months in such Adjustment Year exceed the aggregate installments of the Estimated Expense Adjustment paid by Tenant with respect to such prior months. Within one hundred twenty (120) days after the end of each Adjustment Year, or as soon thereafter as practicable, Landlord shall send to Tenant a statement ("Final Adjustment Statement") showing (i) the calculation of the Expense Adjustment for such Adjustment Year, (it) the aggregate amount of the Estimated Expense Adjustment previously paid by Tenant for such Adjustment Year, and (iii) the amount, if any, by which the aggregate amount of the installments of Estimated Expense Adjustment paid by Tenant with respect to such Adjustment Year exceeds or is less than the Expense Adjustment for such Adjustment Year. Tenant shall pay the amount of any deficiency to Landlord within thirty (30) days after the date of such statement. Any excess shall be refunded by Landlord, provided Tenant is not then in default under this Lease, within thirty (30) days after the delivery of the Final Adjustment Statement to Tenant. In addition, Tenant shall have the right, within three (3) months after Tenant's receipt of the Final Adjustment Statement, on written notice to Landlord, to have Landlord's books and records relating to Operating Expenses audited by a qualified professional selected by Tenant and approved by Landlord. Landlord shall have an opportunity to verify the findings of the audit. If such audit, as verified by Landlord, reveals any errors, Tenant's payments of its share of Operating Expenses shall be adjusted, and appropriate payments shall be made by Landlord or Tenant, as the case may be, within forty-five (45) days after completion of such audit. If the audit reveals that Operating Expenses reflected in the Final Adjustment Statement were overstated by more than five percent (5%), then Landlord shall pay the costs of such audit. Otherwise all costs incurred by Tenant in connection with such audit shall be paid by Tenant.

Payment of Adjustments. The Expense Adjustment Adjustments with respect to each Adjustment Year shall be paid in monthly installments in advance on the first day of each calendar month during such Adjustment Year in amounts sufficient to satisfy payment of the Expense Adjustment for such Adjustment Year as reasonably estimated by Landlord from time to time prior to or during any Adjustment Year and communicated to Tenant by written notice ("Estimated Expense Adjustment")Year. If Landlord does not deliver such a notice ("Estimate") of the amount of such estimated Adjustments as most recently communicated by Landlord to Tenant prior to the commencement of any Adjustment Year, Tenant shall continue to pay Estimated Expense Adjustment as provided in the most recently received Estimate (or Updated Estimate, as defined below) or the latest determined Expense Adjustment, whichever is greater, until the Estimate for such Adjustment Year is delivered to Tenantestimated Adjustments. If, during any Adjustment Year, Landlord reasonably determines that Taxes or Operating Expenses for such Adjustment Year have increased or will increase, Landlord may deliver to Tenant an updated Estimate ("Updated Estimate") estimate of Adjustments for such Adjustment Year. Monthly installments of Estimated Expense Adjustment paid subsequent to Tenant's receipt of the Estimate or Updated Estimate for any Adjustment Year shall be in the amounts provided in such Estimate or Updated Estimate, as the case may be. In addition, Tenant shall pay to Landlord within thirty twenty (3020) days after receipt of any such Estimate or Updated Estimateestimate of Adjustments, the amount, if any, by which the aggregate installments or of the Estimated Expense Adjustment Adjustments provided in such Estimate or Updated Estimate, as the case may be, with respect to prior months in such Adjustment Year exceed estimate of Adjustments exceeds the aggregate installments of the Estimated Expense Adjustment Adjustments paid by Tenant with respect to such prior months. Within one hundred twenty (120) days after the end of each Adjustment Year, or as soon thereafter as practicable, Landlord shall send to Tenant a statement ("the “Final Adjustment Statement"”) showing (i) the calculation of the Expense Adjustment Adjustments for such Adjustment Year, (itii) the aggregate amount of the Estimated Expense Adjustment Adjustments previously paid by Tenant for such Adjustment Year, and (iii) the amount, if any, by which the aggregate amount of the installments of Estimated Expense Adjustment Adjustments paid by Tenant with respect to such Adjustment Year exceeds or is less than the Expense Adjustment actual Adjustments for such Adjustment Year. Year Tenant shall pay the amount of any deficiency to Landlord within thirty twenty (3020) days after the date of such statement. Any excess shall shall, at Landlord’s option, either be credited against payments past or next due under this Lease or refunded by Landlord, provided Tenant is not then in default under this Lease, within thirty (30) days after the delivery of the Final Adjustment Statement to Tenant. In addition, Tenant shall have the right, within three (3) months after Tenant's receipt of the Final Adjustment Statement, on written notice to Landlord, to have Landlord's books and records relating to Operating Expenses audited by a qualified professional selected by Tenant and approved by Landlord. Landlord shall have an opportunity to verify the findings of the audit. If such audit, as verified by Landlord, reveals any errors, Tenant's payments of its share of Operating Expenses shall be adjusted, and appropriate payments shall be made by Landlord or Tenant, as the case may be, within forty-five (45) days after completion of such audit. If the audit reveals that Operating Expenses reflected in the Final Adjustment Statement were overstated by more than five percent (5%), then Landlord shall pay the costs of such audit. Otherwise all costs incurred by Tenant in connection with such audit shall be paid by Tenant.

Payment of Adjustments. The Expense Adjustment with respect to each Adjustment Year shall be paid in monthly installments in advance on the first day of each calendar month during such Adjustment Year in amounts sufficient to satisfy payment of the Expense Adjustment for such Adjustment Year as reasonably estimated by Landlord from time to time prior to or during any Adjustment Year and communicated to Tenant by written notice ("Estimated Expense Adjustment"). If Landlord does not deliver such a notice ("Estimate") prior to commencement of any Adjustment Year, Tenant shall continue to pay Estimated Expense Adjustment as provided in the most recently received Estimate (or Updated Estimate, as defined below) or the latest determined Expense Adjustment, whichever is greater, until the Estimate for such Adjustment Year is delivered to Tenant. If, during any Adjustment Year, Landlord reasonably determines that Operating Expenses for such Adjustment Year have increased or will increase, Landlord may deliver to Tenant an updated Estimate ("Updated Estimate") for such Adjustment Year. Monthly installments of Estimated Expense Adjustment paid subsequent to Tenant's receipt of the Estimate or Updated Estimate for any Adjustment Year shall be in the amounts provided in such Estimate or Updated Estimate, as the case may be. In addition, Tenant shall pay to Landlord within thirty (30) days after receipt of such Estimate or Updated Estimate, the amount, if any, by which the aggregate installments or the Estimated Expense Adjustment provided in such Estimate or Updated Estimate, as the case may be, with respect to prior months in such Adjustment Year exceed the aggregate installments of the Estimated Expense Adjustment paid by Tenant with respect to such prior months. Within one hundred twenty (120) days after the end of each Adjustment Year, or as soon thereafter as practicable, Landlord shall send to Tenant a statement ("Final Adjustment Statement") showing (i) If the calculation of Closing Indebtedness is greater than the Expense Adjustment for such Adjustment YearEstimated Indebtedness, (it) then the aggregate Sellers shall pay or cause to be paid the amount of such difference to the Buyer. Alternatively, if the Estimated Expense Adjustment previously paid by Tenant for such Adjustment Year, and (iii) the amount, if any, by which the aggregate amount of the installments of Estimated Expense Adjustment paid by Tenant with respect to such Adjustment Year exceeds or Indebtedness is less greater than the Expense Adjustment for such Adjustment Year. Tenant Closing Indebtedness, then the Buyer shall pay the amount of any deficiency such difference to Landlord within thirty the Sellers in accordance with each Seller’s Pro Rata Portion. (30ii) days after If the date Closing Net Working Capital is greater than the Estimated Net Working Capital, then the Buyer shall pay the amount of such statementdifference to the Sellers in accordance with each Seller’s Pro Rata Portion. Any excess Alternatively, if the Estimated Net Working Capital is greater than the Closing Net Working Capital, then the Sellers shall pay the amount of such difference to the Buyer. (iii) The adjustments to the Initial Purchase Price pursuant to Sections 1.4(d)(i) through (ii) above shall be refunded netted against each other as applicable such that only a net amount (the “Net Adjustment Amount”) shall be paid. The Net Adjustment Amount shall be treated as an adjustment to the Initial Purchase Price by Landlordthe Parties for Tax purposes. If the Net Adjustment Amount reflects a payment due to Buyer, provided Tenant is not the Buyer and the Sellers shall issue joint written instructions to the Escrow Agent to release the amount of such Net Adjustment Amount to the Buyer from the Escrow Amount upon the determination of Net Adjustment Amount. If the Net Adjustment Amount reflects a payment due to the Sellers, then in default under this Lease, within thirty (30) days after the delivery Buyer shall pay to the Sellers an amount equal to the Net Adjustment Amount such that each Seller receives its Pro Rata Portion of the Final Net Adjustment Statement Amount. Payments to Tenant. In addition, Tenant be made pursuant to this Section 1.4(d)(iii) shall have be made by wire transfer in immediately available funds to the right, bank account(s) designated by the applicable party within three (3) months after Tenant's receipt Business Days of such final determination of the Final Adjustment Statement, on written notice to Landlord, to have Landlord's books and records relating to Operating Expenses audited by a qualified professional selected by Tenant and approved by Landlord. Landlord shall have an opportunity to verify the findings of the audit. If such audit, as verified by Landlord, reveals any errors, Tenant's payments of its share of Operating Expenses shall be adjusted, and appropriate payments shall be made by Landlord or Tenant, as the case may be, within forty-five (45) days after completion of such audit. If the audit reveals that Operating Expenses reflected in the Final Adjustment Statement were overstated by more than five percent (5%), then Landlord shall pay the costs of such audit. Otherwise all costs incurred by Tenant in connection with such audit shall be paid by TenantPurchase Price.

Payment of Adjustments. The Expense Adjustment Adjustments with respect to each Adjustment Year shall be paid in monthly installments in advance on the first day of each calendar month during such Adjustment Year in amounts sufficient to satisfy payment of the Expense Adjustment for such Adjustment Year as reasonably estimated by Landlord from time to time prior to or during any Adjustment Year and communicated to Tenant by written notice ("Estimated Expense Adjustment")Year. If Landlord does not deliver such a notice ("Estimate") of the amount of such estimated Adjustments as most recently communicated by Landlord to Tenant prior to the commencement of any Adjustment Year, Tenant shall continue to pay Estimated Expense Adjustment as provided in the most recently received Estimate (or Updated Estimate, as defined below) or the latest determined Expense Adjustment, whichever is greater, until the Estimate for such Adjustment Year is delivered to Tenantestimated Adjustments. If, during any Adjustment Year, Landlord reasonably determines that Taxes or Operating Expenses for such Adjustment Year have increased or will increase, Landlord may deliver to Tenant an updated Estimate ("Updated Estimate") estimate of Adjustments for such Adjustment Year. Monthly installments of Estimated Expense Adjustment paid subsequent to Tenant's receipt of the Estimate or Updated Estimate for any Adjustment Year shall be in the amounts provided in such Estimate or Updated Estimate, as the case may be. In addition, Tenant shall pay to Landlord within thirty (30) days after receipt of such Estimate or Updated Estimate, the amount, if any, by which the aggregate installments or the Estimated Expense Adjustment provided in such Estimate or Updated Estimate, as the case may be, with respect to prior months in such Adjustment Year exceed the aggregate installments of the Estimated Expense Adjustment paid by Tenant with respect to such prior months. Within one hundred twenty (120) days after the end of each Adjustment Year, or as soon thereafter as practicable, Landlord shall send to Tenant a statement ("the “Final Adjustment Statement"”) showing (i) the calculation of the Expense Adjustment Adjustments for such Adjustment Year, (itii) the aggregate amount of the Estimated Expense Adjustment Adjustments previously paid by Tenant for such Adjustment Year, and (iii) the amount, if any, by which the aggregate amount of the installments of Estimated Expense Adjustment Adjustments paid by Tenant with respect to such Adjustment Year exceeds or is less than the Expense Adjustment actual Adjustments for such Adjustment Year. Tenant shall pay the amount of any deficiency to Landlord within thirty (30) days after the date of such statement. Any excess shall shall, at Landlord’s option, either be credited against payments past or next due under this Lease or refunded by Landlord, provided Tenant is not then in default under this Lease, within thirty (30) days after the delivery of the Final Adjustment Statement to Tenant. In addition, Tenant shall have the right, within three (3) months after Tenant's receipt of the Final Adjustment Statement, on written notice to Landlord, to have Landlord's books and records relating to Operating Expenses audited by a qualified professional selected by Tenant and approved by Landlord. Landlord shall have an opportunity to verify the findings of the audit. If such audit, as verified by Landlord, reveals any errors, Tenant's payments of its share of Operating Expenses shall be adjusted, and appropriate payments shall be made by Landlord or Tenant, as the case may be, within forty-five (45) days after completion of such audit. If the audit reveals that Operating Expenses reflected in the Final Adjustment Statement were overstated by more than five percent (5%), then Landlord shall pay the costs of such audit. Otherwise all costs incurred by Tenant in connection with such audit shall be paid by Tenant.

Payment of Adjustments. The Expense Adjustment Adjustments with respect to each Adjustment ---------------------- Year shall be paid in monthly installments in advance on the first day of each calendar month during such Adjustment Year in amounts sufficient to satisfy payment of the Expense Adjustment Adjustments for such Adjustment Year as reasonably estimated by Landlord from time to time prior to or during any Adjustment Year and communicated to Tenant by written notice ("Estimated Expense Adjustment"). If Landlord does not deliver such a notice (an "Estimate") prior to the commencement of any Adjustment Year, Tenant shall continue to pay Estimated Expense Adjustment Adjustments as provided in the most recently received Estimate (or Updated Estimate, as defined below) or the latest determined Expense Estimated Adjustment, whichever is greater, until the Estimate for such Adjustment Year is delivered to Tenant. If, during any Adjustment Year, Landlord reasonably determines that Operating Expenses for such Adjustment Year have increased or will increase, Landlord may deliver to Tenant an updated Estimate ("Updated Estimate") for such Adjustment Year. Monthly installments of Estimated Expense Adjustment Adjustments paid subsequent to Tenant's receipt of the Estimate or Updated Estimate for any Adjustment Year shall be in the amounts provided in such Estimate or Updated Estimate, as the case may be. In addition, Tenant shall pay to Landlord within thirty twenty (3020) days after receipt of such Estimate or Updated Estimate, the amount, if any, by which the aggregate installments or of the Estimated Expense Adjustment Adjustments provided in such Estimate or Updated Estimate, as the case may be, with respect to prior months in such Adjustment Year exceed the aggregate installments of the Estimated Expense Adjustment paid by Tenant with respect to such prior months. Within one hundred twenty (120) days after the end of each Adjustment Year, or as soon thereafter as practicable, Landlord shall send to Tenant a statement (the "Final Adjustment Statement") showing (i) the Operating Expenses for the immediately preceding year and the Base Expenses by general category in the manner customarily provided to tenants of the Building, (ii) the calculation of the Expense Estimated Adjustment for such Adjustment Year, (itiii) the aggregate amount of the Estimated Expense Adjustment previously paid by Tenant for such Adjustment Year, and (iiiiv) the amount, if any, by which the aggregate amount of the installments of Estimated Expense Adjustment paid by Tenant with respect to such Adjustment Year exceeds or is less than the Expense Adjustment for such Adjustment Year. Landlord shall have the right to xxxx Tenant separately for Adjustments in which event the provisions hereof shall apply to each as a separate Final Adjustment Statement. Tenant shall pay the amount of any deficiency to Landlord within thirty ten (3010) days after the date of such statement. Any excess shall shall, at Landlord's option, either be credited against payments past or next due under this Lease or refunded by Landlord, provided Tenant is not then in default under this Lease, within thirty (30) days after the delivery of the Final Adjustment Statement to Tenant. In addition, Tenant shall have the right, within three (3) months after Tenant's receipt of the Final Adjustment Statement, on written notice to Landlord, to have Landlord's books and records relating to Operating Expenses audited by a qualified professional selected by Tenant and approved by Landlord. Landlord shall have an opportunity to verify the findings of the audit. If such audit, as verified by Landlord, reveals any errors, Tenant's payments of its share of Operating Expenses shall be adjusted, and appropriate payments shall be made by Landlord or Tenant, as the case may be, within forty-five (45) days after completion of such audit. If the audit reveals that Operating Expenses reflected in the Final Adjustment Statement were overstated by more than five percent (5%), then Landlord shall pay the costs of such audit. Otherwise all costs incurred by Tenant in connection with such audit shall be paid by Tenant.

Payment of Adjustments. The Expense Adjustment Adjustments with respect to each Adjustment Year shall be paid in monthly installments in advance on the first day of each calendar month during such Adjustment Year in amounts sufficient to satisfy payment of the Expense Adjustment for such Adjustment Year as reasonably estimated by Landlord from time to time prior to or during any Adjustment Year and communicated to Tenant by written notice ("Estimated Expense Adjustment")Year. If Landlord does not deliver such a notice ("Estimate") of the amount of such estimated Adjustments as most recently communicated by Landlord to Tenant prior to the commencement of any Adjustment Year, Tenant shall continue to pay Estimated Expense Adjustment as provided in the most recently received Estimate (or Updated Estimate, as defined below) or the latest determined Expense Adjustment, whichever is greater, until the Estimate for such Adjustment Year is delivered to Tenantestimated Adjustments. If, during any Adjustment Year, Landlord reasonably determines that Taxes or Operating Expenses for such Adjustment Year have increased or will increase, Landlord may deliver to Tenant an updated Estimate ("Updated Estimate") estimate of Adjustments for such Adjustment Year. Monthly installments of Estimated Expense Adjustment paid subsequent to Tenant's receipt of the Estimate or Updated Estimate for any Adjustment Year shall be in the amounts provided in such Estimate or Updated Estimate, as the case may be. In addition, Tenant shall pay to Landlord within thirty (30) days after receipt of any such Estimate or Updated Estimateestimate of Adjustments, the amount, if any, by which the aggregate installments or of the Estimated Expense Adjustment Adjustments provided in such Estimate or Updated Estimate, as the case may be, with respect to prior months in such Adjustment Year exceed estimate of Adjustments exceeds the aggregate installments of the Estimated Expense Adjustment Adjustments paid by Tenant with respect to such prior months. Within one hundred twenty (120) days after the end of each Adjustment Year, or as soon thereafter as practicable, Landlord shall send to Tenant a statement ("the “Final Adjustment Statement"”) showing (i) the calculation of the Expense Adjustment Adjustments for such Adjustment Year, (itii) the aggregate amount of the Estimated Expense Adjustment Adjustments previously paid by Tenant for such Adjustment Year, and (iii) the amount, if any, by which the aggregate amount of the installments of Estimated Expense Adjustment Adjustments paid by Tenant with respect to such Adjustment Year exceeds or is less than the Expense Adjustment actual Adjustments for such Adjustment Year. Year Tenant shall pay the amount of any deficiency to Landlord within thirty (30) days after the date of such statement. Any excess shall shall, at Landlord’s option, either be credited against payments past or next due under this Lease or refunded by Landlord, provided Tenant is not then in default under this Lease, within thirty (30) days after the delivery of the Final Adjustment Statement to Tenant. In addition, Tenant shall have the right, within three (3) months after Tenant's receipt of the Final Adjustment Statement, on written notice to Landlord, to have Landlord's books and records relating to Operating Expenses audited by a qualified professional selected by Tenant and approved by Landlord. Landlord shall have an opportunity to verify the findings of the audit. If such audit, as verified by Landlord, reveals any errors, Tenant's payments of its share of Operating Expenses shall be adjusted, and appropriate payments shall be made by Landlord or Tenant, as the case may be, within forty-five (45) days after completion of such audit. If the audit reveals that Operating Expenses reflected in the Final Adjustment Statement were overstated by more than five percent (5%), then Landlord shall pay the costs of such audit. Otherwise all costs incurred by Tenant in connection with such audit shall be paid by Tenant.

Payment of Adjustments. The Expense Adjustment with respect to each Adjustment Year shall be paid in monthly installments in advance on the first day of each calendar month during such Adjustment Year in amounts sufficient to satisfy payment (A) Upon final determination of the Expense Adjustment for such Adjustment Year as reasonably estimated by Landlord from time to time prior to or during any Adjustment Year and communicated to Tenant by written notice ("Estimated Expense Adjustment"). If Landlord does not deliver such a notice ("Estimate") prior to commencement of any Adjustment Year, Tenant shall continue to pay Estimated Expense Adjustment Actual Closing Date Net Free Cash Amount as provided in Section 3.7(b)(iii) above, (A) if the most recently received Estimate Actual Closing Date Net Free Cash Amount is greater than the Estimated Closing Date Net Free Cash Amount (or Updated Estimatea “Free Cash Excess”), as defined below) or the latest determined Expense Adjustment, whichever is greater, until Initial Purchase Price shall not be increased by the Estimate for such Adjustment Year is delivered to Tenant. If, during any Adjustment Year, Landlord reasonably determines that Operating Expenses for such Adjustment Year have increased or will increase, Landlord may deliver to Tenant an updated Estimate ("Updated Estimate") for such Adjustment Year. Monthly installments of Estimated Expense Adjustment paid subsequent to Tenant's receipt of the Estimate or Updated Estimate for any Adjustment Year Free Cash Excess and no payment shall be in the amounts provided in such Estimate or Updated Estimate, as the case may be. In addition, Tenant shall pay to Landlord within thirty (30) days after receipt of such Estimate or Updated Estimate, the amount, if any, by which the aggregate installments or the Estimated Expense Adjustment provided in such Estimate or Updated Estimate, as the case may be, with respect to prior months in such Adjustment Year exceed the aggregate installments of the Estimated Expense Adjustment paid by Tenant made with respect to such prior months. Within one hundred twenty (120) days after the end of each Adjustment Year, or as soon thereafter as practicable, Landlord shall send to Tenant a statement ("Final Adjustment Statement") showing (i) the calculation of the Expense Adjustment for such Adjustment Year, (it) the aggregate amount of the Estimated Expense Adjustment previously paid by Tenant for such Adjustment YearFree Cash Excess, and (iiiB) if the amountActual Closing Date Net Cash Amount is less than Estimated Closing Date Net Free Cash Amount (a “Free Cash Shortfall”), if any, the Initial Purchase Price shall be decreased by which the aggregate amount Free Cash Shortfall and the sole recourse and remedy of the installments of Estimated Expense Adjustment paid by Tenant Parent with respect to such Adjustment Year exceeds Free Cash Shortfall, together with interest thereon as determined below from the Closing Date to the date of payment thereof, shall be by exercising a right of set-off against a portion of each Milestone Payment that would thereafter otherwise be payable to the Equityholders pursuant to this Agreement. The sole recourse and remedy of Parent with respect to any Free Cash Shortfall shall be a right of set-off against a portion of each Milestone Payment that would thereafter otherwise be payable to the Equityholders pursuant to this Agreement pursuant to the foregoing provisions of this Section 3.7(b)(iv)(A), and in no event shall either the Holder Representative or the Equityholders have any personal liability or obligation to make payment of such Free Cash Shortfall. (B) Upon final determination of the Actual Unpaid Company Transaction Expenses as provided in Section 3.7(b)(iii) above (A) if the Estimated Unpaid Company Transaction Expenses is less greater than the Actual Unpaid Company Transaction Expenses (a “Transaction Expense Adjustment for Excess”), the Initial Purchase Price shall be increased by the Transaction Expense Excess and Parent shall promptly, but no later than ten (10) Business Days after such Adjustment Year. Tenant shall final determination, pay the amount of any deficiency such difference, together with interest thereon as determined below from the Closing Date to Landlord within thirty (30) days after the date of payment thereof, to the Equityholders in accordance with the Future Payment Allocation Schedule that is applicable to such statement. Any excess payment (such payment, the “Purchase Price Adjustment Payments”), and (B) if the Actual Unpaid Company Transaction Expenses is greater than the Estimated Unpaid Company Transaction Expenses (a “Transaction Expense Shortfall”), the Initial Purchase Price shall be refunded decreased by Landlordthe Transaction Expense Shortfall and the sole recourse and remedy of Parent with respect to such Transaction Expense Shortfall, provided Tenant is not then in default under this Leasetogether with interest thereon as determined below from the Closing Date to the date of payment thereof, within thirty (30) days after the delivery of the Final Adjustment Statement to Tenant. In addition, Tenant shall have the right, within three (3) months after Tenant's receipt of the Final Adjustment Statement, on written notice to Landlord, to have Landlord's books and records relating to Operating Expenses audited by a qualified professional selected by Tenant and approved by Landlord. Landlord shall have an opportunity to verify the findings of the audit. If such audit, as verified by Landlord, reveals any errors, Tenant's payments of its share of Operating Expenses shall be adjustedby exercising a right of set-off against a portion of each Milestone Payment that would thereafter otherwise be payable to the Equityholders pursuant to this Agreement. The sole recourse and remedy of Parent with respect to any Transaction Expense Shortfall shall be a right of set-off against a portion of each Milestone Payment that would thereafter otherwise be payable to the Equityholders pursuant to this Agreement pursuant to the foregoing provisions of this Section 3.7(b)(iv)(B), and appropriate payments in no event shall be made by Landlord either the Holder Representative or Tenant, as the case may be, within forty-five (45) days after completion Equityholders have any personal liability or obligation to make payment of such audit. If the audit reveals that Operating Expenses reflected in the Final Adjustment Statement were overstated by more than five percent (5%), then Landlord shall pay the costs of such audit. Otherwise all costs incurred by Tenant in connection with such audit shall be paid by TenantTransaction Expense Shortfall.