Common use of Reconciliation Statement Clause in Contracts

Reconciliation Statement. By April 30 of each calendar year, or as soon thereafter as practicable (but in no event later than June 30 of any calendar year, unless there is a pending tax contest or similar item beyond Landlord’s reasonable control), Landlord shall furnish to Tenant a statement of Operating Costs and Electrical Costs for the previous year, in each case adjusted as provided in Section 4.2.6, and of the Taxes for the previous year (the “Reconciliation Statement”). If Tenant’s estimated payments of Operating Costs, Taxes or Electrical Costs under this Section 4.2 for the year covered by the Reconciliation Statement exceed Tenant’s Proportionate Share of such items as indicated in the Reconciliation Statement, then Landlord shall credit or reimburse Tenant for such excess within 30 days after Landlord furnishes the Reconciliation Statement to Tenant; likewise, if Tenant’s estimated payments of Operating Costs, Taxes or Electrical Costs under this Section 4.2 for such year are less than Tenant’s Proportionate Share of such items as indicated in the Reconciliation Statement, then Tenant shall pay Landlord such deficiency within 30 days of invoice from Landlord. If a reimbursement from Landlord or a payment from Tenant is due with respect to Tenant’s payments of estimated Additional Rent for the year in which the Term of the Lease expires, then such obligation shall survive expiration of the Lease and such reimbursement by Landlord or payment by Tenant, as applicable, shall be due within thirty (30) days of Landlord’s delivery of the Reconciliation Statement.

Reconciliation Statement. By April 30 of each Each calendar year, or as soon thereafter as practicable (but in no event later than June 30 of any calendar year, unless there is a pending tax contest or similar item beyond Landlord’s reasonable control), Landlord shall furnish to Tenant a statement of Operating Costs and Electrical Costs for the previous year, in each case adjusted as provided in Section 4.2.6Expenses, and of the Real Property Taxes for the previous year (the “Reconciliation Statement”). If Tenant’s estimated payments of Operating Costs, Expenses or Real Property Taxes or Electrical Costs under this Section 4.2 for the year covered by the Reconciliation Statement exceed Tenant’s Proportionate Share of such items as indicated in the Reconciliation Statement, then Landlord shall credit or reimburse Tenant for such excess within 30 days after Landlord furnishes the Reconciliation Statement to Tenantdays; likewise, if Tenant’s estimated payments of Operating Costs, Expenses or Real Property Taxes or Electrical Costs under this Section 4.2 for such year are less than Tenant’s Proportionate Share of such items as indicated in the Reconciliation Statement, then Tenant shall pay Landlord such deficiency within 30 days of invoice from Landlord. If a reimbursement from The Reconciliation Statement shall be reasonably detailed. Upon request by Tenant, Landlord shall additionally promptly provide such back-up documentation for the calculation of Operating Expenses or a payment from Real Property Taxes as Landlord has in its records, and Landlord shall answer any questions Tenant is due may have with respect to Tenantsuch Reconciliation Statement and attempt in good faith to resolve any issues that Tenant may have with respect thereto. Provided no Default by Tenant then exists, after receiving an annual Reconciliation Statement and giving Landlord at least ten (10) business days prior written notice thereof, Tenant may inspect or audit Landlord’s payments of estimated Additional records relating to Rent for the year period of time covered by such Reconciliation Statement in accordance with the following provisions. Tenant’s audit or inspection shall be conducted where Landlord maintains its books and records, shall not unreasonably interfere with the conduct of Landlord’s business, and shall be conducted during normal business hours. Tenant shall pay the cost charged by Tenant’s auditors for such audit or inspection, unless the total Rent for the period in question is determined to have been misstated by more than 3% in the aggregate, in which case Landlord shall pay such audit cost. If such inspection or audit reveals that an error was made in the Term of the Lease expiresRent previously charged to Tenant, then Landlord shall refund to Tenant any overpayment of any such obligation costs, or Tenant shall survive expiration pay to Landlord any underpayment of the Lease and any such reimbursement by Landlord or payment by Tenantcosts, as applicablethe case may be, shall be due within thirty (30) days of Landlord’s delivery of the Reconciliation Statementafter notification thereof.

Reconciliation Statement. By April 30 As soon as is reasonably practical ------------------------ following the end of each calendar year, or as soon thereafter as practicable Landlord shall furnish Tenant with a statement (but in no event later "Reconciliation Statement") of the actual amount of Operating Expenses and Property Taxes for the prior calendar year and Tenant's Pro Rata Share of same. If the amount of Operating Expenses and Property Taxes actually paid by Tenant for the prior calendar year is more than June 30 the actual amount of any Operating Expenses and Property Taxes for the prior calendar year, unless there is a pending tax contest or similar item beyond Landlord’s reasonable control), Landlord shall furnish to apply any overpayment by Tenant a statement of Operating Costs and Electrical Costs for the previous year, in each case adjusted as provided in Section 4.2.6, and of the Taxes for the previous year (the “Reconciliation Statement”). If Tenant’s estimated payments of Operating Costs, Taxes or Electrical Costs under this Section 4.2 for the year covered by the Reconciliation Statement exceed Tenant’s Proportionate Share of such items as indicated in the Reconciliation Statement, then Landlord shall credit or reimburse Tenant for such excess within 30 days after Landlord furnishes the Reconciliation Statement to Tenant; likewise, if Tenant’s estimated payments of Operating Costs, Taxes or Electrical Costs under this Section 4.2 for such year are less than Tenant’s Proportionate Share of such items as indicated in the Reconciliation Statement, then Tenant shall pay Landlord such deficiency within 30 days of invoice from Landlord. If a reimbursement from Landlord or a payment from Tenant is due with respect to Tenant’s payments of estimated against Additional Rent for the year in which the Term of the Lease expires, then due or refund such obligation shall survive expiration of the Lease and such reimbursement by Landlord or payment by Tenant, as applicable, shall be due amount within thirty (30) days after the Reconciliation Statement is provided to Tenant, provided if the Term expires before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the amount of Operating Expenses and Property Taxes paid by Tenant for the prior calendar year is less than the actual amount of Operating Expenses and Property Taxes for such prior year, Tenant shall pay Landlord’s delivery , within thirty (30) days after its receipt of the Reconciliation StatementStatement of Operating Expenses and Property Taxes, any underpayment for the prior calendar year. The obligations of Tenant under this Section 4(b) shall survive the expiration or sooner termination of the Term. (A) Provided that Tenant is not in default under this Lease, as of the date of Tenant's exercise of its audit rights, within thirty (30) days after receipt of a Reconciliation Statement ("Audit Period"), Tenant shall be entitled, upon at least ten (10) days prior written notice to Landlord and during normal business hours at Landlord's office, or such other place as Landlord shall designate, to cause a certified public accountant ("CPA") to copy (at Tenant's expense), inspect, examine and audit those books and records of Landlord relating to the determination of Operating Expenses and Property Taxes for the calendar year for which such statement was prepared. The initial inspection of Landlord's records may be conducted by a current employee of Tenant, a recognized regional or national accounting firm (but not a tenant of the Property) or such other person designated by Tenant and reasonably acceptable to Landlord. In connection therewith, Tenant acknowledges that it shall be reasonable for Landlord to object to the proposed use by Tenant of any persons engaged in the business of auditing Landlord's books and records on a contingent fee basis. (B) If, after inspection and examination of such books and records during the Audit Period, Tenant disputes the amount of Operating Expenses or Property Taxes charged by Landlord, Tenant shall have ten (10) days following the date of completion of Tenant's audit ("Request Period") to request an independent audit of such books and records, such request to be made by written notice to Landlord ("Audit Request"), which notice shall specify with particularity all disputed items and shall contain a true, correct and complete copy of any report or summary prepared by Tenant's initial auditor. The independent audit of the books and records shall be conducted by a CPA acceptable to both Landlord and Tenant. If, within ten (10) days after Landlord's receipt of Tenant's notice requesting an audit, Landlord and Tenant are unable to agree on the CPA to conduct such audit, then Landlord shall designate a nationally recognized accounting firm (other than Landlord's then current accounting firm) to conduct such audit. The audit shall be limited to the determination of the proper amount of Operating Expenses and Property Taxes payable by Tenant specified by Tenant as disputed items in Tenant's Audit Request. (C) If the audit discloses that the amount of such disputed Operating Expenses and/or Property Taxes billed to Tenant was incorrect, the appropriate party shall, within thirty (30) days following the date of such determination, pay to the other party the deficiency or overpayment, as applicable. All costs and expenses of any audit shall be paid by Tenant unless the audit shows that Landlord overstated Operating Expenses and Property Taxes for the subject calendar year by more than five percent (5%), in which case Landlord shall pay all costs and expenses of the audit. (D) Tenant shall keep any information gained from any such audit (including Tenant's initial review of Landlord's books and records) confidential and shall not disclose, or allow the disclosure of, any such information to any other party except where Tenant is legally required to do so (or in the case of litigation or where such disclosure occurs as part of litigation between Landlord and Tenant), and shall indemnify, defend, protect and hold Landlord harmless from and against any and all loss, cost, damage or liability incurred by Landlord arising out of Tenant's (or Tenant's accountants', consultants' or employees') failure to maintain such confidentiality. (E) The exercise by Tenant of any audit rights hereunder shall not relieve Tenant of its obligation to pay, prior to the request for an inspection and examination of Landlord's books and records or any audit, all sums due hereunder, including, without limitation, any disputed Operating Expenses and/or Property Taxes. If Tenant does not elect to exercise its rights to audit during the Audit Period, or does not elect to cause an independent audit of the books and records during the Request Period, then Landlord's Reconciliation Statement shall conclusively be deemed to be correct, and Tenant shall be bound by Landlord's determination.

Reconciliation Statement. By April It is estimated that on or before March 31 following a calendar year for which Overhead Rent is payable hereunder, Landlord shall provide Tenant with a reconciliation statement showing the amount of the actual components of Overhead Rent for the immediately previous calendar year only. Notwithstanding the provisions of the immediately preceding sentence, should Landlord fail to provide Tenant with a reconciliation statement by June 30 of each for the immediately preceding calendar year, or as soon thereafter as practicable (but Tenant shall have no further liability for any additional payment to Landlord that would otherwise be reflected and required in no event later than June 30 the said reconciliation statement for the preceding year. If the reconciliation statement reflects an underpayment in either component of any calendar year, unless there is a pending tax contest or similar item beyond Landlord’s reasonable control)Overhead Rent, Landlord shall furnish also deliver to Tenant a statement of Operating Costs and Electrical Costs for the previous year, in each case adjusted as provided in Section 4.2.6, and of the Taxes for the previous year (the “Reconciliation Statement”). If Tenant’s estimated payments of Operating Costs, Taxes or Electrical Costs under this Section 4.2 for the year covered by the Reconciliation Statement exceed Tenant’s Proportionate Share of such items as indicated in the Reconciliation Statement, then Landlord shall credit or reimburse Tenant for such excess within 30 days after Landlord furnishes the Reconciliation Statement to Tenant; likewise, if Tenant’s estimated payments of Operating Costs, Taxes or Electrical Costs under this Section 4.2 for such year are less than Tenant’s Proportionate Share of such items as indicated in the Reconciliation Statement, then an invoice which Tenant shall pay Landlord such deficiency within 30 days of invoice from Landlord. If a reimbursement from Landlord or a payment from Tenant is due with respect to Tenant’s payments of estimated Additional Rent for the year in which the Term of the Lease expires, then such obligation shall survive expiration of the Lease and such reimbursement by Landlord or payment by Tenant, as applicable, shall be due within thirty (30) days following receipt of such invoice. If the reconciliation statement reflects an overpayment in either component of Overhead Rent, Tenant shall be entitled to either, at Landlord’s delivery 's option, to a credit against the next month's payment of Rent together with a refund check from Landlord for the balance of such overpayment or a refund check from the Landlord for the entire amount of such overpayment If the Lease has expired, the overpayment shall be refunded. In no event shall the Base Rent under this Lease be reduced by virtue of this Section. As used in this paragraph 3., the following terms shall have the following meanings: (1) The term "Operating Expenses" shall mean (i) any and all reasonable costs of ownership, management, operation, repair and maintenance of the Reconciliation Statement.Building, including, without limitation, wages, salaries, professionals' fees, taxes, insurance, benefits and other payroll burdens of all employees, Building Management fee, Common Area janitorial, maintenance, guard and other services, building management office rent or rental value, power, fuel, water, waste disposal, chilled water and hearing, ventilating and air conditioning charges, stand-by electric generator system maintenance, upkeep, monitoring and refueling charges, landscaping care, lighting, garbage removal, window cleaning, system maintenance, parking area care, fees and assessments paid to or on behalf of the "Association" (as later defined herein), and any and all other utilities not separately metered for the Premises or a portion thereof, materials, supplies, maintenance, repairs, insurance applicable to the Building and Landlord's personal property and depreciation on personal property, and (ii) the cost (amortized over such reasonable period as Landlord shall determine together with interest at the rate of twelve percent (12%) per annum on the unamortized balance) of any capital improvements made to the Building by Landlord after the date of this Lease that reduce in a commercially reasonable manner Operating Expenses or made to the Building by Landlord after the date of this Lease that are required under any governmental law or regulation; provided, however, that Operating Expenses shall not include real property taxes, depreciation on the Building, costs of tenants' improvements, marketing or advertising costs for the rental or sale of the Building, costs of electricity or other utilities separately metered for other tenant's spaces, executive or managerial salaries or benefits above the level of management, consulting fees not related to operation, management or repairs, market study fees, capital repairs or replacements (except as provided above), real estate broker's commissions, costs of repairs covered and paid by insurance (subject to deductibles paid by Landlord), fines or penalties for Landlord's failure to pay taxes and assessments before such became delinquent, or any other obligation on time, points, fees and interest charges, principal payments or any other payments of any kind related to Landlord's financing or refinancing of the Building as a whole, transaction costs directly incurred in a sale or transfer of the Building, expenses resulting from defective construction work performed by Landlord, the initial acquisition and installation costs of the stand-by electrical generator and related systems, interest and capital items other than those referred to in subsection (ii) above. Landlord shall maintain accounting books and records in accordance with sound accounting principles. Landlord hereby agrees to deduct each calendar year from the amount of the Operating Expenses the total amount of any and all sums, amounts or charges paid by Tenant or other tenants of the Building directly to Landlord or its agent for specific tenant requested services or specific utility charges, if applicable. Notwithstanding anything to the contrary in the definition of "Operating Expenses", Operating Expenses shall, also, not include any of the following:

Reconciliation Statement. By April 30 of each calendar year, or as soon thereafter as practicable (but in no event later than June 30 of any calendar year, unless there is a pending tax contest or similar item beyond Landlord’s reasonable control), Landlord shall furnish to Tenant a statement of Operating Costs and Electrical Costs for the previous year, in each case adjusted as provided in Section 4.2.64.2.5, and of the Taxes for the previous year (the “Reconciliation Statement”). Landlord shall use commercially reasonable efforts to deliver the Reconciliation Statement to Tenant within one hundred eighty (180) days after the expiration of each calendar year provided that Landlord's failure to deliver such Reconciliation Statement to Tenant within said period shall not constitute Landlord's waiver of its right to collect said amounts or otherwise prejudice Landlord's rights hereunder. If Tenant’s estimated payments of Excess Operating Costs, Costs or Excess Taxes or Electrical Costs under this Section 4.2 for the year covered by the Reconciliation Statement exceed TenantXxxxxx’s Proportionate Share of such items as indicated in the Reconciliation Statement, then Landlord shall credit or reimburse Tenant for such excess within 30 days after Landlord furnishes the Reconciliation Statement to Tenantdays; likewise, if Tenant’s estimated payments of Excess Operating Costs, Costs or Excess Taxes or Electrical Costs under this Section 4.2 for such year are less than Tenant’s Proportionate Share of such items as indicated in the Reconciliation Statement, then Tenant shall pay Landlord such deficiency within 30 days of invoice from Landlord. If a reimbursement from Landlord or a payment from Tenant is due with respect to Tenant’s payments of estimated Additional Rent for the year in which the Term of the Lease expires, then such obligation shall survive expiration of the Lease and such reimbursement by Landlord or payment by Tenant, as applicable, shall be due within thirty (30) days of Landlord’s delivery of the Reconciliation Statement.

Reconciliation Statement. By April 30 Within ninety (90) days after the expiration of each calendar yearyear during the Term, or as soon thereafter as practicable (but in no event later than June 30 of any calendar year, unless there is a pending tax contest or similar item beyond Landlord’s reasonable control)reasonably practicable, Landlord shall furnish to Tenant submit a statement of Operating Costs and Electrical Costs for the previous year, in each case adjusted as provided in Section 4.2.6, and of the Taxes for the previous year (the “Reconciliation Statement”)) to Tenant showing the actual Taxes and Assessments and Landlord’s Insurance premiums due from Tenant for such calendar year. If Tenantfor any calendar year, Txxxxx’s estimated payments of Operating Costs, Taxes or Electrical Costs under this Section 4.2 for therefor exceed the year covered by the Reconciliation Statement exceed actual amount due from Tenant’s Proportionate Share of such items as indicated in the Reconciliation Statement, then Landlord shall give Tenant a credit in the amount of the overpayment toward Tenant’s next monthly payments of Monthly Rent (until exhausted), or, in the event the Lease has expired or reimburse terminated and no Default by Tenant for exists, Landlord shall pay Tenant the total amount of such excess within 30 days after Landlord furnishes upon delivery of the Reconciliation Statement to Tenant; likewise. If for any calendar year, if TenantTxxxxx’s estimated payments of Operating Costs, Taxes or Electrical Costs under this Section 4.2 for such year are less than the actual amount due from Tenant’s Proportionate Share of such items as indicated in the Reconciliation Statement, then Tenant shall pay Landlord the total amount of such deficiency within 30 days of invoice from Landlord. If a reimbursement from to Landlord or a payment from Tenant is due with respect to Tenant’s payments of estimated Additional Rent for the year in which the Term of the Lease expires, then such obligation shall survive expiration of the Lease and such reimbursement by Landlord or payment by Tenant, as applicable, shall be due within thirty (30) days of Landlord’s delivery after receipt of the Reconciliation StatementStatement from Landlord. If Tenant so requests in writing within thirty (30) days after receipt of the Reconciliation Statement for a calendar year, Landlord shall furnish Tenant with a copy of invoices or receipts for Taxes and Assessments and Landlord’s Insurance for such calendar year. Lxxxxxxx’s and Tenant’s obligations with respect to any overpayment or underpayment of Taxes and Assessments and Landlord’s Insurance shall survive the expiration or termination of this Lease.