Common use of Reconciliation Clause in Contracts

Reconciliation. As soon as is practical (which Landlord shall use reasonable efforts to do within one hundred twenty (120) days, but no later than one (1) year) following the end of each (a) calendar year, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Excess for the prior calendar year, and (b) Fiscal Year, Landlord shall furnish Tenant with a statement of the actual Taxes and Tax Excess for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, within thirty (30) days of its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolved.

Reconciliation. As soon as is practical (which Landlord shall use reasonable efforts to do within one hundred twenty (120) days, but no later than one (1) year) following the end of each (a) calendar year, Landlord shall furnish Tenant with a reasonably detailed statement containing breakdowns for the calculation of the actual Expenses and Expense Excess Tenant’s Share of Expenses for the prior calendar year, and (b) Fiscal Year, Landlord shall furnish Tenant with a reasonably detailed statement containing breakdowns for the calculation of the actual Taxes and Tax Excess Tenant’s Share of Taxes for the prior Fiscal Year. If Tenant desires additional details, Tenant may request such details and/or breakdowns for the calculation of Tenant’s Share of Expenses or Tenant’s Share of Taxes and Landlord shall promptly furnish the same to Tenant. If the estimated Expense Excess Tenant’s Share of Expenses for the prior calendar year is more than the actual Expense Excess Tenant’s Share of Expenses for the prior calendar year, or if the estimated Tax Excess Tenant’s Share of Taxes for the prior Fiscal Year is more than the actual Tax Excess Tenant’s Share of Taxes for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess Tenant’s Share of Expenses for the prior calendar year is less than the actual Expense Excess Tenant’s Share of Expenses for the prior calendar year, or if the estimated Tax Excess Tenant’s Share of Taxes for the prior Fiscal Year is less than the actual Tax Excess Tenant’s Share of Taxes for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, within thirty (30) days of after its receipt of the statement and invoice for such amount of Expenses or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with XxxxxxxxLandlord’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolved.

Reconciliation. As soon (A) Any failure by Xxxxxxxx to deliver any estimate or statement of Additional Rent required under this Lease shall not operate as is practical (which a waiver of Landlord’s right to collect all or any portion of Additional Rent due hereunder. On an annual basis, Landlord shall use reasonable efforts to do provide Tenant with a statement of all actual Operating Expenses and Taxes for the preceding year within the first one hundred twenty (120) days, but no later than one (1) year) following days of the end of each (a) new calendar year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual amount due, Landlord shall furnish credit Tenant with a statement any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the actual Expenses and Expense Excess for the prior calendar year, and (b) Fiscal Year, Landlord shall furnish Tenant with a statement of the actual Taxes and Tax Excess for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may beTerm, then Landlord shall either provide use commercially reasonable efforts to reimburse Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting in the amount of Rent duesuch overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated Expense Excess for payments made by Tenant during the prior calendar year is less than the actual Expense Excess for the prior calendar preceding year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay the difference to Landlord within ten (10) business days and such obligation shall survive the expiration or earlier termination of this Lease. (B) Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within forty-five (45) days after receiving Landlord’s statement of actual Operating Expenses, within to review Xxxxxxxx’s records relating to Operating Expenses for such year. Within a thirty (30) days of its after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either Xxxxxxxx’s home office or at the office of the property manager for the Building. If Xxxxxx fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses or Taxes, any underpayment within fifteen (15) business days after such records are made available to Tenant for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. review then Tenant shall be deemed to have approved Xxxxxxxx’s annual statement with respect of Operating Expenses for such year and Tenant shall have no further right to Expenses and Taxes, object or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxxcontest such statement. Upon Xxxxxxxx’s receipt of a timely objection notice from Xxxxxx, Landlord and Tenant shall work together in good faith to resolve the discrepancy between Xxxxxxxx’s statement and Xxxxxx’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by a notice to Xxxxxx. Likewise, if Landlord specifically stating and Tenant determine that Operating Expenses for the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any year in question are greater than reported in Landlord’s statement, payments Tenant shall forthwith pay to Landlord the amount of underpayment by Xxxxxx. Any information obtained by Tenant pursuant to the provisions of this Section shall be made by the parties in accordance with treated as confidential and Landlord may require that Tenant execute a commercially reasonable confidentiality agreement as a condition of Tenant’s review. If Xxxxxx retains an agent to review Xxxxxxxx’s statement at the time books and in the manner set forth aboverecords for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and if necessary there (iii) execute a commercially reasonable confidentiality agreement with respect to such review. Tenant shall be a further adjustment between solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the parties at contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in default beyond any applicable notice and grace period or if Tenant has not first paid to Landlord the time the dispute is resolvedamount due as shown on Landlord’s statement of actual Operating Expenses.

Reconciliation. As soon as is practical (which Landlord shall use Within a reasonable efforts to do within one hundred twenty (120) days, but no later than one (1) year) following period after the end of each (a) calendar year, Landlord shall furnish deliver to Tenant with a statement (the “Statement”) setting forth Tenant’s Cost Allocation for such year. If Tenant’s Cost Allocation for such year exceeds the total of the actual Expenses and Expense Excess Estimated Payment made by Tenant for the prior calendar such year, and (b) Fiscal Year, Tenant shall pay Landlord shall furnish Tenant with a statement of the actual Taxes and Tax Excess for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, deficiency within thirty (30) days of its the receipt of the statement Statement. At the end of Expenses or Taxesthe Term, any underpayment amount payable by Tenant that would not otherwise be due until after the termination of this Lease, shall, if the exact amount is uncertain at the time that this Lease terminates, be paid by Tenant to Landlord upon such termination in an amount to be estimated by Landlord with an adjustment to be made once the exact amount is known. If the Estimated Payment made by Tenant exceeds Tenant’s Cost Allocation for such year, then Landlord shall credit against Tenant’s next ensuing Estimated Payment(s) an amount equal to the prior difference until the credit is exhausted. If a credit is due from Landlord after the Expiration Date, Landlord shall pay Tenant the amount of the credit after deducting therefrom any amounts then owed by Tenant to Landlord within thirty (30) days of the date of the Statement indicating the credit due to Tenant. The obligations of Tenant and Landlord to make payments required under this Section shall survive the expiration or termination of this Lease, and Landlord’s failure to deliver the Statement shall not be deemed a waiver of Landlord’s right to collect additional amounts from Tenant as set forth herein unless Landlord has not delivered the Statement within eighteen (18) months after the expiration of any calendar year; provided, however, Landlord shall have the right to amend any Statement after Landlord’s delivery thereof, regardless of such eighteen (18) month period, if Landlord receives additional tax bills relating to such calendar year after Landlord’s delivery of the Statement, provided Landlord amends the Statement within three (for Expenses3) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxxmonths of Landlord’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolvedadditional tax bxxx.

Reconciliation. As soon as is practical (which Landlord shall use reasonable efforts to do within one hundred twenty (120) days, but no later than one (1) year) On or before March 31st of each calendar year during the Term following the end calendar year of each (a) calendar yearthe Commencement Date, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Excess for the prior calendar year, and (b) Fiscal Year, Landlord shall furnish Tenant with a statement of the actual Taxes and Tax Excess for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment reconciliation statement showing (i) the total payments of Tenant's prorata share of the Operating Expenses and the Real Estate taxes as estimated by Tenant against Landlord during the previous calendar year and (ii) the actual amount of Tenant's prorata share of the Operating Expenses and the Real Estate Taxes as incurred by Landlord during that previous calendar year. In the event that Landlord's reconciliation statement reflects an underpayment of Additional Rent due or next becoming due; provided thatby Tenant, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment also deliver to Tenant after first deducting an invoice for such deficiency, and Tenant shall Day the amount of Rent due. If the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, due to Landlord within thirty (30) days of its following receipt of said invoice. Should Tenant fail to make full payment within said 30-day period, Tenant shall also be obligated to pay Landlord a late charge equal to five percent (5%) of the amount due) plus interest on the amount due from the end of such 30-day period until paid at the lesser of eighteen percent (18%) per annum or the maximum rate allowed by law. If Landlord's reconciliation statement reflects an overpayment of Additional Rent by Tenant, Tenant shall be entitled to receive a credit against the next payments) of Base Rent and Additional Rent due hereunder, anti any overpayment not credited to Tenant prior to the termination of this Lease shall be credited to any amount due Landlord as of such termination date, with any remaining balance to be refunded within sixty (60) days following such termination date. Landlord's annual reconciliation statement of Expenses or TaxesAdditional Rent shall also contain Landlord's estimate of Tenant's Additional Rent obligations for that ensuing calendar year; provided that until such time as Tenant receives Landlord's annual reconciliation statement, any underpayment for Tenant shall continue making the prior same monthly payment of Additional Rent due during the preceding calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may beyear. Xxxxxxxx’s Delivery of Landlord's annual reconciliation statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, after March 31st shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt of Landlord’s statement, by a notice deemed to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute be a waiver of Xxxxxx’s any right to dispute or obligation hereunder. The provisions of this Subsection shall survive the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolvedexpiration of earlier termination of this Lease.

Reconciliation. As soon Any failure by Landlord to deliver any estimate or statement of Additional Rent required under this Lease shall not operate as is practical (which Landlord shall use reasonable efforts a waiver of Landlord’s right to do within one hundred twenty (120) days, but no later than one (1) year) following the end collect all or any portion of each (a) calendar yearAdditional Rent due hereunder. On an annual basis, Landlord shall furnish provide Tenant with a statement of all actual Operating Expenses for the preceding year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual Expenses and Expense Excess for the prior calendar year, and (b) Fiscal Yearamount due, Landlord shall furnish credit Tenant with a statement any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the actual Taxes and Tax Excess for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may beTerm, then Landlord shall either provide within sixty (60) days reimburse Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting in the amount of Rent duesuch overpayment in cash as part of Landlord’s reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated Expense Excess for payments made by Tenant during the prior calendar year is less than the actual Expense Excess for the prior calendar preceding year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay the difference to Landlord within fifteen (15) business days and such obligation shall survive the expiration or earlier termination of this Lease. Tenant shall have the right during the Term, by providing written notice to Landlord (the “Review Notice”) within sixty (60) days after receiving Landlord’s statement of actual Operating Expenses, to review Landlord’s records relating to Operating Expenses for such year. Within a reasonable period of time after receipt of a timely Review Notice, Landlord shall make such records available for Tenant’s review at either Landlord’s home office or at the office of the property manager for the Building. If Tenant fails to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses within thirty (30) days of its receipt of the after such records are made available to Tenant for review then Tenant shall be deemed to have approved Landlord’s statement of Operating Expenses for such year and Tenant shall have no further right to object or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may becontest such statement. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after XxxxxxUpon Landlord’s receipt of a timely objection notice from Tenant, Landlord and Tenant shall work together in good faith to resolve the discrepancy between Landlord’s statement and Tenant’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by a notice to Tenant. Likewise, if Landlord specifically stating and Tenant determine that Operating Expenses for the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any year in question are greater than reported in Landlord’s statement, payments Tenant shall forthwith pay to Landlord the amount of underpayment by Tenant. Any information obtained by Tenant pursuant to the provisions of this section shall be made treated as confidential and Landlord may require that Tenant execute a confidentiality agreement as a condition of Tenant’s review. If Tenant retains an agent to review Landlord’s books and records for any year, such agent must (i) be a CPA firm (ii) not be compensated on a contingency basis, and (iii) execute a confidentiality agreement with respect to such review. Tenant shall be solely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the parties contrary, Tenant shall not be permitted to review Landlord’s records or to dispute any statement of Operating Expenses if Tenant is in accordance with Xxxxxxxxdefault or if Tenant has not first paid to Landlord the amount due as shown on Landlord’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolvedof actual Operating Expenses.

Reconciliation. As soon as is practical (which Landlord shall use reasonable efforts to do within one hundred twenty (120) days, but no No later than one (1) year) following the end August 31st of each calendar year during the term hereof (the “Outside Reconciliation Date”), the Advisor shall calculate and provide to the Company a reconciliation showing the difference, if any, between the amount of the Incentive Compensation paid to the Advisor on a quarterly basis in the immediately preceding Incentive Compensation Period and the amount of Incentive Compensation due, if any, based on the aggregate Core AFFO for the applicable period (the “Annual Incentive Calculation”). If, subject to dispute as set forth in Section 6(h), the Annual Incentive Calculation shows that the Company has paid more than required under this Section 6(e) (the “Excess Incentive Compensation”), the Advisor shall within five (5) Business Days after delivery of the Annual Incentive Calculation to the Company, repay the Company all Excess Incentive Compensation by forfeiting Restricted Shares having a value equal to 50% of the Excess Incentive Compensation (the “Forfeited Shares”) and by repaying the remaining 50% of Excess Incentive Compensation in cash. In addition, the Advisor shall repay the Company all dividends or other distributions paid or declared but not paid on the Forfeited Shares before the date of forfeiture. For these purposes the Restricted Shares that are subject to forfeiture shall have the same value as the value accorded the Restricted Shares at the time of issuance. If, subject to dispute as set forth in Section 6(h), the Annual Incentive Calculation shows that the Company has not paid the full amount required under this Section 6(e) (an “Incentive Compensation Deficiency”) the Company shall pay the Advisor the Incentive Compensation Deficiency, if any, within fifteen (15) days of receipt of the Annual Incentive Calculation. Notwithstanding the foregoing, the Outside Reconciliation Date for (a) calendar yearthe 2019-20 Incentive Compensation Period shall be May 31, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Excess for the prior calendar year, 2020; and (b) Fiscal Year, Landlord shall furnish Tenant with a statement of the actual Taxes and Tax Excess for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, within thirty (30) days of its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, COVID-19 Response Compensation Period shall be binding uponMarch 31, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolved2021.”

Reconciliation. As By April 30th of each year (and as soon as is practical (which Landlord shall use reasonable efforts to do within one hundred twenty (120) days, but no later than one (1) year) following after the end expiration or termination of each (a) calendar yearthis Lease or at any time in the event of a sale of the Property), Landlord shall furnish provide Tenant with a an itemized statement of the actual Expenses and Expense Excess amounts included in such annual operating costs for the prior preceding calendar year or part thereof, together with a summary of the manner in which any adjustments made pursuant to Section 9(a)(i) above were computed. Landlord or Tenant shall pay to the other the amount of any deficiency or overpayment then due from one to the other or, at Tenant’s option, Landlord shall credit Tenant’s account for any overpayment. If Landlord has overestimated annual operating costs for any calendar year by more than 5%, Landlord shall pay or, at Tenant’s option, credit to Tenant interest on the amounts over-collected from Tenant at the rate set forth in Section 29 of this Lease. If at any time during a calendar year Landlord materially increases or decreases Landlord’s estimate of Operating Expenses, Landlord shall, upon request of Tenant, promptly provide Tenant a detailed written explanation of the reason for the increase. Tenant shall also be entitled at any reasonable time during regular business hours, but no more than once in each calendar year, and after giving to Landlord at least five (b5) Fiscal Yearbusiness days prior written notice, Landlord to inspect in Landlord’s business office all Landlord’s records necessary to satisfy itself that all charges have been correctly allocated to Tenant, for any of the four (4) calendar years immediately preceding the year during which such notice is given (throughout the Term Landlord’s books relating to Operating Expenses shall furnish be maintained on a calendar year basis), and/or to obtain an audit thereof by an independent certified public accountant (selected by Tenant with a statement Landlord’s written consent, which shall not be withheld unreasonably) to determine the accuracy of the actual Taxes and Tax Excess for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination Landlord’s certification of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent dueadditional rent charged Tenant. In no event shall Tenant be entitled to audit the books for any calendar year more than once. If the estimated Expense Excess it is determined that Tenant’s liability for the prior additional rent for any such calendar year is less than the actual Expense Excess amount which Landlord previously certified to Tenant for the prior such calendar year, Landlord shall refund promptly to Tenant the amount of the additional rent paid by Tenant for such calendar year which exceeds the amount for which Tenant actually is liable, as determined following such audit, together with interest on such amount at the rate set forth in Section 29 of this Lease. If it is determined that Tenant’s liability for additional rent for any such calendar year is greater than the amount which Landlord previously certified to Tenant for such calendar year, Tenant shall promptly pay to Landlord the amount of the additional rent payable by Tenant for such calendar year which exceeds the amount which Tenant had previously paid, as determined following such audit. Tenant shall bear the total cost of any inspection or audit of Landlord’s books and records conducted by Tenant, except that if the estimated Tax Excess it is determined that Tenant’s liability for the prior Fiscal Year additional rent for such calendar year is less than the actual Tax Excess ninety-seven percent (97%) of that amount which Landlord previously certified to Tenant for the prior Fiscal Yearsuch calendar year, as the case may be, then Tenant Landlord shall pay Landlordto Tenant the cost of such audit (provided, within thirty (30) days however, that Landlord shall not be required to pay the cost of its receipt any audit based on a contingency fee or percentage of the statement of Expenses or Taxes, any underpayment amount recovered for the prior calendar year (for Expenses) or for the prior Fiscal Year (for TaxesTenant), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolved.

Reconciliation. As soon as is practical (which Landlord shall use Within a reasonable efforts to do within one hundred twenty (120) days, but no later than one (1) year) following period after the end of each (a) calendar year, Landlord shall furnish deliver to Tenant with a statement (the “Statement”) setting forth Tenant’s Cost Allocation for such year. If Tenant’s Cost Allocation for such year exceeds the total of the actual Expenses and Expense Excess Estimated Payment made by Tenant for the prior calendar such year, and (b) Fiscal Year, Tenant shall pay Landlord shall furnish Tenant with a statement the amount of the actual Taxes deficiency within fifteen (15) days of the receipt of the Statement and Tax Excess for any amount payable by Tenant that would not otherwise be due until after the prior Fiscal Yeartermination of this Lease, shall, if the exact amount is uncertain at the time that this Lease terminates, be paid by Tenant to Landlord upon such termination in an amount to be estimated by Landlord with an adjustment to be made once the exact amount is known. If the estimated Expense Excess Estimated Payment made by Tenant exceeds Tenant’s Cost Allocation for the prior calendar year is more than the actual Expense Excess for the prior calendar such year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with credit against Tenant’s next ensuing Estimated Payment(s) an amount equal to the difference until the credit is exhausted. If a refund or apply any overpayment by Tenant against Additional Rent credit is due or next becoming due; provided thatfrom Landlord after the Expiration Date, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to pay Tenant after first deducting the amount of Rent duethe credit after deducting therefrom any amounts then owed by Tenant to Landlord. If The obligations of Tenant and Landlord to make payments required under this Section shall survive the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for the prior calendar year, expiration or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, within thirty (30) days termination of its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding uponthis Lease, and may Landlord’s failure to deliver the Statement shall not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt deemed a waiver of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute make the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement at the time and in the manner adjustments set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolvedherein.

Reconciliation. As soon as is practical (which Landlord shall use reasonable efforts to do within one hundred twenty a) Within [***] (120[***]) days, but no later than one (1) year) following days after the end of each (a) calendar yearCalendar Quarter, Landlord Orexigen shall furnish Tenant with perform a statement of reconciliation to determine the actual Expenses and Expense Excess Transfer Price payable for the prior calendar year, Product delivered to Takeda in such Calendar Quarter and (b) Fiscal Year, Landlord shall furnish Tenant with a statement notify Takeda of the actual Taxes and Tax Excess for the prior Fiscal Yearits findings. If the estimated Expense Excess Transfer Price paid to Orexigen for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess for the prior calendar year Products delivered in such Calendar Quarter is less than the actual Expense Excess Transfer Price for such Products, Takeda shall pay to Orexigen the prior calendar yeardifference between such amounts. Conversely, or if the estimated Tax Excess Transfer Price payments made to Orexigen by Takeda for the prior Fiscal Products delivered in such Calendar Quarter exceeds the actual Transfer Price for such Products, Orexigen shall, at Takeda’s option, either pay to Takeda the difference between such amounts or credit the difference against subsequent payments owed by Takeda to Orexigen under this Agreement until such amount has been fully credited to Takeda. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Within [***] ([***]) days after the end of each Calendar Year, Orexigen shall perform a reconciliation to determine the actual Transfer Price payable for the Product delivered to Takeda in such Calendar Year and shall notify Takeda of its findings. If the estimated Transfer Price paid to Orexigen after reconciliation pursuant to this Section 5.2.2(a) for the Products delivered in such Calendar Year is less than the actual Tax Excess Transfer Price for such Products, Takeda shall pay to Orexigen the difference between such amounts. Conversely, if the estimated Transfer Price payments made to Orexigen after reconciliation pursuant to this Section 5.2.2(a) by Takeda for the prior Fiscal YearProducts delivered in such Calendar Year exceeds the actual Transfer Price for such Products, as Orexigen shall, at Takeda’s option, either pay to Takeda the case may be, then Tenant difference between such amounts or credit the difference against subsequent payments owed by Takeda to Orexigen under this Agreement until such amount has been fully credited to Takeda. (c) Any amounts payable by a Party under this Section 5.2.2 shall pay Landlord, be paid within thirty [***] (30[***]) days of its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed invoice by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolvedeither Party.

Reconciliation. As soon i. The costs for wages set forth in Section 7(a), plus the costs for contributions under Lessor’s 401(k) or similar savings plan, shall be established based on the actual costs related to the individual Employees during the Term. All other costs, including costs for benefits set forth in Section 7(b) (other than contributions under Lessor’s 401(k) savings or similar plan accounted for in the previous sentence), may, at the discretion of Lessor, be established by either (i) the actual costs related to the individual Employees during the Term, or (ii) an amount equal to the deemed costs attributable to an Employee, where the deemed costs are equal to fifteen percent (15%) of the aggregate amount paid to such employee pursuant to Section 7(a) of this Agreement. The costs determined by the methods set forth in the foregoing sentences shall be the “Actual Employment Costs” for the purposes of this Agreement. ii. If during the Term, Lessor identifies that any Monthly Fee paid by Lessee was in excess of or less than Lessor’s Actual Employment Costs during the corresponding monthly payroll period to which such Monthly Fee related, Lessor shall describe such underpayment or overpayment on the next invoice provided by Lessor to Lessee and the Monthly Fee to which such invoice relates shall be increased or decreased to reflect any such underpayment or overpayment as is practical appropriate. Lessor shall promptly provide documentation supporting any such underpayment or overpayment upon Lessee’s reasonable request. iii. Within ninety (which Landlord shall use reasonable efforts to do within one hundred twenty (12090) days, but no later than one (1) year) following days after the end of each the run-off period, or earlier, Lessor shall provide Lessee with documentation demonstrating Lessor’s Actual Employment Costs related to the employment of the Employees (including for costs related to Lessor’s self-insured medical, prescription drug and dental plans) during the Term or COBRA coverage period, along with the calculation of the Shortfall Amount (as defined below) or the Excess Amount (as defined below) (the “Actual Employment Costs Notice”). For purposes of this Agreement, Actual Employment Costs may, at the discretion of Lessor in accordance with Section 7(c)(i), include wages, Benefits and other ancillary employment-related costs, including, without limitation, costs of insurance coverage related to the Employees and all Taxes related to or associated with the employment of the Employees in any jurisdiction. Notwithstanding anything set forth in this Agreement to the contrary, Lessor’s Actual Employment Costs for providing coverage to Employees under its self-insured medical, prescription drug and dental plans may, at the discretion of Lessor in accordance with Section 7(c)(i), include (a) calendar yearthe aggregate claims that were incurred by such self-insured medical, Landlord shall furnish Tenant with a statement of prescription drug and dental plans for claims incurred by Employees or their eligible dependents during the actual Expenses and Expense Excess for the prior calendar yearTerm (or COBRA coverage period, and if applicable), plus (b) Fiscal Yearthe administrative service fees charged with respect to Employees during the Term (or COBRA coverage period, Landlord shall furnish Tenant with a statement if applicable) under the administrative services agreement for the self- insured medical, prescription drug and dental plans, plus (c) the portion of the actual Taxes stop-loss premium payments paid by Lessor that were attributable to coverage of the Employees under the stop-loss policy applicable to the self-insured medical, prescription drug and Tax Excess dental plans during the Term (or COBRA coverage period, if applicable), minus (d) the amounts deducted from the Employees’ pay for coverage under such self-insured medical, prescription drug and dental plans during the prior Fiscal YearTerm (or COBRA coverage period). A claim is considered to be incurred for this purpose upon the rendering of health services or upon the purchase of a drug or supply giving rise to such claim. If Lessor’s Actual Employment Costs exceed the estimated Expense Excess for Total Lease Fee, Lessee shall pay Lessor the prior calendar year is more than amount by which the actual Expense Excess for Actual Employment Costs exceed the prior calendar yearTotal Lease Fee (the “Shortfall Amount”) by wire transfer in immediately available funds into an account controlled by Lessor within twelve (12) days after receiving the Actual Employment Costs Notice. Alternatively, or if the estimated Tax Total Lease Fee exceeds Lessor’s Actual Employment Costs, Lessor shall pay Lessee the amount by which the Total Lease Fee exceeds the Actual Employment Costs (the “Excess for Amount”) by wire transfer in immediately available funds into an account controlled by Lessee within twelve (12) days after providing the prior Fiscal Year is more than Actual Employment Costs Notice. Lessee shall have the actual Tax right to review Lessor’s data and calculations related to its calculation of the Actual Employment Costs and any Shortfall Amount or Excess for Amount and, to the prior Fiscal Yearextent either Lessor or Lessee disputes its obligation to pay any Shortfall Amount or Excess Amount, as the case may be, then Landlord Lessor and Lessee shall either provide Tenant act in good faith to resolve such dispute and adjust the Total Lease Fee paid by Lessee hereunder. In addition, for purposes of this Agreement, any Shortfall Amount or Excess Amount shall be calculated in a manner that takes into account any reconciliations with a refund respect to any Monthly Fee calculated in accordance with Section 8(c)(ii) of this Agreement and which has already been paid or apply any overpayment by Tenant against Additional Rent due reimbursed at the time of such calculation. iv. The run-off period for medical, dental and prescription drug claims incurred during the Term, or next becoming due; provided thatduring the COBRA coverage period, if applicable, but not submitted to the plans and/or the Lessor for payment or reimbursement during the Term expires before or COBRA coverage period, as applicable, will cease twelve (12) months after the determination end of the overpayment, then Landlord Term or end of the COBRA coverage period (such that claims that are submitted to the plans or to the Lessor during the applicable run-off period will be considered an Actual Employment Cost of Lessor and reimbursable hereunder). Lessor shall refund provide Lessee with documentation for such run-off claims (including the application of any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, stop loss insurance coverage) within thirty (30) days of its receipt following the end of the statement run-off period. The appropriate Party shall pay the other Party any additional amount owed in respect of Expenses or Taxes, the run-off claims (taking into account any underpayment for previous reconciliations and payments made pursuant to this Section 8) by wire transfer in immediately available funds into an account controlled by the prior calendar year payee Party within twelve (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (9012) days after Xxxxxx’s receipt of Landlord’s statementLessor provides such documentation and reconciliation calculation. v. With respect to any Employees (other than Delayed Leavers, Employees terminated by a notice to Landlord specifically stating the grounds either Party for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statementCause, payments shall be made by the parties in accordance with Xxxxxxxx’s statement and Employees terminated at the time and in request of Lessor) or their covered dependents who elect COBRA coverage during the manner Term, Lessee will pay the costs associated with such coverage as set forth above, and if necessary there shall be a further adjustment between in this Agreement through the parties at the time the dispute is resolvedperiod that any such Employees or their covered dependents are covered by COBRA.

Reconciliation. As soon as For the convenience of the parties, the initial amount to be withdrawn from the Designated Account on each Delivery Date will be equal to the Initial Estimated Delivery Amount. Buyer has calculated the Initial Estimated Delivery Amount based on Seller's actual Receipts prior to the date of this Agreement, determined by Buyer based on a review of Banking Records provided by Seller. "Banking Records" may include bank statements, accounts receivables reports, credit card receipts, and view-only access to business bank accounts. Buyer will review Seller's Banking Records for each Review Period that occurs during the course of this Agreement. For this purpose, the "Review Period" is practical (which Landlord one month, beginning on the first of the month and ending on the last day of the month. Buyer will calculate Seller's actual Receipts based solely upon a review of the Banking Records made available to Buyer for the applicable Review Period. Absent manifest error, Xxxxx's calculation of Seller's actual Receipts for any Review Period shall use reasonable efforts to do within one hundred twenty (120) days, but no later than one (1) year) be conclusive. Xxxxx's calculation of Seller's actual Receipts will take place on or around the 12th calendar day following the end of each the Review Period (a) calendar year, Landlord shall furnish Tenant with a statement the "Calculation Date"). The parties agree to adjust the Initial Estimated Delivery Amount so that subsequent withdrawals from the Designated Account are equal to the Remittance Percentage of the actual Expenses and Expense Excess Receipts collected by Seller during a prior Review Period, as determined by Buyer on the Calculation Date. Each such adjustment is referred to herein as an "Adjusted Delivery Amount." On each Delivery Date following a Calculation Date, the amount withdrawn from the Designated Account shall be equal to the Adjusted Delivery Amount. If on any Calculation Date, the Buyer is unable to determine Seller's actual Receipts for the prior calendar yearapplicable Review Period, the parties agree that the Adjusted Delivery Amount shall be based on the actual Receipts from the most recent Review Period for which Xxxxx was able to determine Seller's actual Receipts. Seller hereby agrees to provide Buyer with such Banking Records as Buyer may reasonably require to calculate Seller's actual Receipts, including authorization to have "view only" access to all business bank accounts to accommodate the reconciliations. Seller shall maintain this view only access at all times and shall provide Buyer with any updated password, login, and (b) Fiscal Year, Landlord shall furnish Tenant with a statement of the actual Taxes and Tax Excess account information Buyer may require for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, within thirty (30) days of its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolvedthis purpose.

Reconciliation. As soon as is practical (which Landlord shall use reasonable efforts to do within one hundred twenty (120) days, but no later than one (1) year) following the end of each (a) calendar year, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Excess the actual Taxes for the prior calendar year, and (b) Fiscal Year, Landlord shall furnish Tenant with a statement of the actual Taxes and Tax Excess for the prior Fiscal Year. If the amount of estimated Expense Excess Expenses or estimated Taxes for the prior calendar year is more than the actual Expense Excess for the prior calendar year, Expenses or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal YearTaxes, as the case may be, then for the prior calendar year, Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; , provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the amount of estimated Expense Excess Expenses or estimated Taxes for the prior calendar year is less than the actual Expense Excess for the prior calendar year, Expenses or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal YearTaxes, as the case may be, then for such prior year, Tenant shall pay Landlord, within thirty (30) days of after its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may beyear. XxxxxxxxLandlord’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is incorrect and is disputed by XxxxxxTenant, within ninety one hundred twenty (90120) days after XxxxxxTenant’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. XxxxxxTenant’s failure so to dispute XxxxxxxxLandlord’s statement shall constitute a waiver of XxxxxxTenant’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with XxxxxxxxLandlord’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolved.

Reconciliation. As soon Payments by Genocea of Additional Rent authorized herein shall be reconciled by Smithsonian on an annual basis. This reconciliation shall be completed within ninety (90) days of Smithsonian’s receipt of a reconciliation statement from Landlord pursuant to Section 4.7 of the Prime Lease, at which time Smithsonian shall submit a statement broken down by categories in a consistent fashion and in reasonable detail (including reconciliation statements related thereto as provided by Prime Landlord to Smithsonian) showing: i. The actual costs for Operating Costs, Taxes, Insurance Costs or other types of Additional Rent expenses (all the “Additional Rent Costs”) paid or incurred by Smithsonian under the Prime Lease and attributable to the Premises either based on the Proportionate Share or, for the charges that are not allocable on a Proportionate Share basis, on an equitable basis; ii. A computation of the amount by which the Additional Rent Costs actually incurred during the preceding calendar year exceed the aggregate amount of the Additional Rent payments made by Genocea on account thereof; and iii. If the aggregate amount of Additional Rent paid by Genocea exceeds Smithsonian’s actual Additional Rent Costs, then Smithsonian shall deduct the net overpayment from its next estimated Base Rent due for the then current year, and Genocea shall make future monthly payments based on the amounts reconciled thereof; provided, however, that any Additional Rent paid by Genocea during the last year of the term of this Sublease which exceeds Smithsonian’s actual liability for Additional Rent Costs, shall be paid directly to Genocea within thirty (30) days after the reconciliation statement is practical (which Landlord shall use reasonable efforts delivered to do within one hundred twenty (120) days, but no later than one (1) year) following Genocea or the end of each (a) calendar yearthe lease term, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Excess for the prior calendar year, and (b) Fiscal Year, Landlord shall furnish Tenant with a statement of the actual Taxes and Tax Excess for the prior Fiscal Yearwhichever is later. iv. If the estimated Expense Excess actual costs for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided thatCosts exceed the estimate, if Genocea shall pay the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the total amount of Rent due. If the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, such deficiency within thirty (30) days of its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), notification as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties Rent in accordance with Xxxxxxxx’s statement at this section. v. In the time and final year of the Lease Term, reconciliations as reflected herein shall be calculated on the basis of the number of days of actual occupancy in the manner set forth above, calendar year in which the Lease Term expires. The terms and if necessary there provisions of this paragraph shall be a further adjustment between survive the parties at the time the dispute is resolvedexpiration of this Sublease.

Reconciliation. As soon as is practical (which Landlord shall use reasonable efforts to do deliver to Tenant, within one hundred twenty (120) daysdays after the end of each calendar year, but Landlord’s final determination of Landlord’s Operating Expenses for the calendar year in question and shall submit such information to Tenant in a written statement (the “Annual Expense Reconciliation”). In no event shall Landlord deliver the Annual Expense Reconciliation with respect to any calendar year later than one hundred eighty (1180) year) days following the end of each (a) such calendar year. Each Annual Expense Reconciliation must reconcile the aggregate of all Monthly Expense Payments made by Tenant in the calendar year in question with Tenant’s Proportionate Share of actual Landlord’s Operating Expenses for the period covered thereby and shall include a reasonably detailed statement of the costs and expenses reflected on the Annual Expense Reconciliation. Any balance due to Landlord shall be paid by Tenant within thirty (30) days after Tenant’s receipt of the Annual Expense Reconciliation; any surplus due to Tenant shall be applied by Landlord against the next accruing monthly installment(s) of Additional Rent or Basic Rent. If the Term has expired or has been terminated, Tenant shall pay the balance due to Landlord or, alternatively, Landlord shall furnish Tenant with a statement of refund the actual Expenses and Expense Excess for the prior calendar yearsurplus to Tenant, and (b) Fiscal Year, Landlord shall furnish Tenant with a statement of the actual Taxes and Tax Excess for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as whichever the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, within thirty (30) days of its after Tenant’s receipt of the statement Annual Expense Reconciliation; provided, however, that if the Term terminated as a result of Expenses a default by Tenant, then Landlord will have the right to retain such surplus to the extent Tenant owes Landlord any Basic Rent or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent. Without limiting Tenant’s audit rights pursuant to Section 5.5 hereof, Landlord shall be binding upon, deliver to Tenant invoices and/or other reasonable evidence of the costs and may not be disputed by, Tenant unless expenses reflected on the statement is disputed by Xxxxxx, Annual Expense Reconciliation within ninety thirty (9030) days after Xxxxxxrequest from Tenant, which request from Tenant must be made within one hundred twenty (120) days after Tenant’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolvedAnnual Expense Reconciliation.

Reconciliation. As soon as is practical (which Landlord shall use reasonable efforts to do within one hundred twenty (120) days, but no later than one (1) year) following the end of each (a) calendar yearWithin a reasonable time after receipt by Sublandlord of any statement or written demand from Prime Landlord which includes demand for payment of any amounts payable hereunder as Subtenant Surcharges or other amounts payable by Subtenant hereunder other than Base Rent (“Additional Rent”), Landlord Sublandlord shall furnish Tenant with deliver to Subtenant a copy of such statement of the actual Expenses and Expense Excess for the prior calendar year, and (b) Fiscal Year, Landlord or demand. Subtenant shall furnish Tenant with a statement of the actual Taxes and Tax Excess for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment pay to Tenant after first deducting Sublandlord the amount of such Additional Rent due. If the estimated Expense Excess for the prior calendar year is less within twenty (20) business days after Subtenant’s receipt of such statement or demand, but in no event shall Subtenant be obligated to make such payment more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, within thirty (30) days of its receipt before such payment is due under the Prime Lease; provided, however, that in any instance in which Subtenant shall receive any such statement or demand directly from Prime Landlord, Subtenant may pay the amount of the same directly to Prime Landlord. Sublandlord agrees that if Subtenant pays the amount due directly to Prime Landlord, in accordance with the preceding sentence, any obligation of Subtenant to pay the same to Sublandlord shall be satisfied by the payment to Prime Landlord. (b) Payments shall be made pursuant to this Section 4 notwithstanding the fact that the statement to be provided by Sublandlord is furnished to Subtenant after the expiration of the Term of this Sublease and notwithstanding the fact that by its terms this Sublease shall have expired or have been cancelled or terminated, provided however, Subtenant shall not be responsible to pay any such amounts that are invoiced to Subtenant or Sublandlord (which would otherwise be payable by Subtenant hereunder) to the extent that such invoices are received later than the one (1) year anniversary of the expiration or termination date. (c) Within a reasonable time after the receipt by Sublandlord from Prime Landlord of any statement of Expenses insurance premiums or Taxeselectricity or other utility expenses, Sublandlord will furnish Subtenant with a copy of such statement and copies of any underpayment for additional related material received by Sublandlord from Prime Landlord in connection therewith. (d) If Sublandlord shall receive from Prime Landlord any refund of any amounts in respect of which Subtenant shall have paid Additional Rent to Sublandlord or Prime Landlord under the prior calendar year (for Expenses) or for provisions of this Article, Sublandlord shall retain out of such refund the prior Fiscal Year (for Taxes)reasonable costs and expenses, as the case may be. Xxxxxxxx’s annual statement with respect if any, of obtaining such refund, including but not limited to Expenses reasonable attorneys’ fees and Taxes, or any other statement regarding other Additional Rent, shall be binding upondisbursements, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxxshall then pay to Subtenant, within ninety ten (9010) days after Xxxxxx’s receipt of Landlordsuch refund by Sublandlord, the portion of the remainder of such refund which is equitably attributable to amounts paid by Subtenant as Additional Rent hereunder. (e) All Additional Rent including Subtenant’s statementSurcharges and all reasonable costs, by a notice charges and expenses which Subtenant assumes, agrees or is obligated to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so pay to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right Sublandlord pursuant to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments this Sublease shall be made by the parties in accordance with Xxxxxxxx’s statement at the time deemed to be additional rent, and in the manner set forth aboveevent of non-payment, Sublandlord shall have all the rights and if necessary there shall be a further adjustment between remedies with respect thereto as are herein provided for in case of nonpayment of the parties at the time the dispute is resolvedBase Rent reserved hereunder.

Reconciliation. As soon 39 (i) Seller will prepare a reconciliation as is practical of the Closing Time of the amounts of all xxxxxxxx and charges for operating expenses (excluding any Rentals on account of contributions toward real estate taxes, which Landlord shall use reasonable efforts to do within one hundred twenty (120be prorated and accounted for as described in Section 10.4(c)(ii) days, but no later than one (1below) year) following in excess of the end of each (a) calendar applicable base year, Landlord shall furnish if any, specified in each Tenant with a statement Lease (collectively, “Operating Expense Recoveries”) for calendar year 2016. If less amounts have been collected from Tenants for Operating Expense Recoveries for calendar year 2016 than would have been owed by Tenants under the Tenant Leases if the reconciliations under such Tenant Leases were completed as of the Closing Time based on the operating expenses incurred by Seller for calendar year 2016 up to the Closing Time (as prorated pursuant to Section 10.4(a) above), Purchaser will pay such difference to Seller at Closing, as a proration credit, in addition to the Purchase Price. If more amounts have been collected from Tenants for Operating Expense Recoveries for calendar year 2016 than would have been owed by Tenants under the Tenant Leases if the reconciliations under the Tenant Leases were completed as of the Closing Time based on the operating expenses incurred by Seller for calendar year 2016 up to the Closing Time (as prorated pursuant to Section 10.4(a) above), Seller will pay to Purchaser at Closing as a credit against the Purchase Price such excess collected amount. Any Operating Expense Recoveries payable with respect to the month in which Closing occurs or with respect to any prior month, which have not been paid to Seller as of the Closing Date, shall be treated as Delinquent Rentals as provided above. Purchaser and Seller agree that such proration of Operating Expense Recoveries at Closing for calendar year 2016 will fully relieve Seller from any responsibility to Tenants or Purchaser for such matters subject to Seller’s and Purchaser’s right and obligation to finalize prorations prior to the Final Proration Date, solely to make adjustments necessary to the extent estimates used in the calculation of such reconciliation at Closing differ from actual Expenses and Expense Excess bills received after Closing for the prior calendar yearthose items covered by such reconciliation at Closing or to correct any errors. In this regard, subject to Section 10.4(a) and (b) Fiscal Yeardealing with re-prorations and Delinquent Rentals, Landlord shall furnish Tenant with a statement of the actual Taxes foregoing proration will fully relieve Seller from any responsibility to Tenants or Purchaser for such matters and Tax Excess Purchaser will be solely responsible, from and after Closing, for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting (i) collecting from Tenants the amount of Rent dueany outstanding Operating Expense Recoveries for calendar year 2016 for periods before and after Closing, and (ii) where appropriate reimbursing Tenants for amounts attributable to Operating Expense Recoveries for calendar year 2016, as may be necessary based on annual reconciliations for Operating Expense Recoveries for such calendar year. (A) Rentals on account of contributions toward real estate taxes (“Tax Recoveries”) shall be prorated on a cash basis as provided in this Section 10.4(c)(ii). If the estimated Expense Excess Purchaser will receive a credit for the prorated amount (determined as of the Closing Time, and prorated based on the number of days remaining in said month from and after the Closing Date) of all Tax Recoveries previously paid to and collected by Seller and attributable to the month in which Closing occurs, which 40 credit shall be based on the Tax Recoveries paid to Seller as of the Closing Date with respect to such month. Any Tax Recoveries payable with respect to the month in which Closing occurs or with respect to any prior month, which have not been paid to Seller as of the Closing Date, shall be treated as Delinquent Rentals as provided above. Seller shall be entitled to retain all Tax Recoveries payable by Tenants during all months prior to the month in which Closing occurs, and Purchaser shall be entitled to retain all Tax Recoveries payable by Tenants during all months following the month in which Closing occurs, with Tax Recoveries payable by Tenants during the month in which Closing occurs being equitably adjusted between the parties based on the number of days preceding, and occurring from and after, Closing as provided above. (B) With respect to those Tenants making payments of Tax Recoveries on a cash basis under their respective Leases (i.e., meaning that such Tenants are responsible for making Tax Recovery rental payments during 2016 relative to real estate taxes due and owing in calendar year is less than 2016), Purchaser and Seller shall reconcile such amounts between themselves at Closing (if the actual Expense Excess final installment tax xxxx for the prior calendar yearreal estate taxes which are payable in 2016 has then been issued), or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, within thirty (30) days of its receipt following the issuance of the statement final installment tax xxxx for real estate taxes which are payable in 2016 (if the final installment tax xxxx for real estate taxes which are payable in 2016 has not been issued as of Expenses or TaxesClosing) and delivery of notice thereof and demand for reconciliation by either party to the other, but in no event later than December 15, 2016 (with Seller owing Purchaser any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement over collections of Tax Recoveries from such Tenants theretofore paid to Seller and attributable to payments due from such Tenants with respect to Expenses the period through the Closing Time and Taxeswith Purchaser owing to Seller any under collections of such Tax Recoveries theretofore paid to Seller and attributable to the period through the Closing Time). (C) With respect to those Tenants making payments of Tax Recoveries on an accrual basis under their respective Leases relative to calendar year 2015 (i.e., or any other statement regarding other Additional Rentmeaning that such Tenants are responsible for making Tax Recovery rental payments during 2015 relative to real estate taxes due and owing for calendar year 2015, shall be binding uponbut payable in calendar year 2016), a reconciliation between Seller and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments Purchaser shall be made by at Closing (if the parties second installment tax xxxx for the Real Property payable in accordance 2016 has then been issued), or within thirty (30) days following the issuance of the second installment tax xxxx for the Real Property payable in 2016 (if the second installment tax xxxx for the Real Property payable in 2016 has not been issued as of Closing), but in no event later than December 15, 2016, in either case as the full and final reconciliation and adjustment of Tax Recovery rental payments from such accrual-based Tenants relative to calendar year 2015 (with Xxxxxxxx’s statement Seller owing Purchaser an amount equal to the total amount any over collections of Tax Recoveries from such Tenants theretofore paid to Seller on account of 2015 real estate taxes (payable in 2016) and with Purchaser owing to Seller an amount equal to the total amount any under collections of Tax Recoveries from such Tenants theretofore paid to Seller on account of 2015 real estate taxes (payable in 2016)). (D) With respect to those Tenants making payments of Tax Recoveries on an accrual basis under their respective Leases relative to calendar year 2016 (i.e., meaning that such Tenants are responsible for making Tax Recovery rental payments during 2016 relative to real estate taxes due and owing for calendar year 2016, but payable in calendar year 2017), a reconciliation between Seller and Purchaser shall be made at Closing as the time full and final reconciliation and adjustment with respect to such Tax Recovery rental payments from such accrual-based Tenants paid to Seller relative to calendar year 2016, with Seller giving a proration credit to Purchaser at Closing in the manner set forth aboveamount of $205,000. (E) Without limitation of the reconciliation of Tax Recoveries between Seller and Purchaser as described above in this Section 10.4(c)(ii), and if necessary there shall be a further adjustment without limiting the credits and reconciliation of Proration Items attributable to real estate taxes being adjusted between the parties at under Section 10.4(a) above or the time rights and obligations of the dispute parties with respect to Delinquent Rentals as described in Section 10.4(b) above, it is resolvedunderstood and agreed that Purchaser will be solely responsible, from and after Closing, for collecting from Tenants the amount of any outstanding Tax Recoveries, or paying to Tenants the amount of any over collection of Tax Recoveries and for performing all annual reconciliations thereof with Tenants as provided in their respective Leases for real estate taxes payable in 2016 and 2017.

Reconciliation. As soon as is practical (which Landlord shall use reasonable efforts deliver to do Tenant within one hundred twenty (120) daysdays after the expiration of each calendar year a reasonably detailed statement (the “Statement”) showing Tenant’s Percentage of the actual Operating Expenses incurred during such year. Except as otherwise set forth below, but no later Landlord’s failure to deliver the 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 payments under this Section 8 during said year exceed Tenant’s Percentage of Operating Expenses as indicated on the Statement (the “Operating Expense Overstatement”), Landlord shall credit the amount of such overpayment against such payment of Rent next falling due, or, if the Term will expire before the overpayment is fully credited, Landlord shall pay such difference to Tenant within [***] ([***]) days of the determination of such Operating Expense Overstatement. If Tenant’s payments under this Section 7 during said year were less than one Tenant’s Percentage as indicated on the Statement, Tenant shall pay to Landlord the amount of the deficiency within [***] (1[***]) year) following days after delivery by Landlord to Tenant of the Statement. Landlord and Tenant shall forthwith adjust between them by cash payment any balance determined to exist with respect to that portion of the last year of the Lease Term for which Tenant is responsible for Operating Expenses, notwithstanding that the Lease Term may have terminated before the end of each such year. The obligations set forth in this subsection shall survive the expiration, or earlier termination, of this Lease. Provided Tenant is not then in default beyond applicable notice and cure periods and has paid the Operating Expenses shown on the Statement, if Tenant disputes the amount set forth in the Statement, Tenant shall have the right, at Tenant’s sole expense, not later than [***] (a[***]) days following receipt of such Statement, to cause Landlord’s books and records with respect to the calendar year which is the subject of the Statement to be audited by a certified public accountant mutually acceptable to Landlord and Tenant); provided, however, Landlord’s approval shall not be unreasonably withheld, and the [***] ([***]) day period shall be tolled for the period during which Landlord is determining whether to approve such certified public accountant. The audit shall take place at the offices of Landlord where its books and records are located at a mutually convenient time during Landlord’s regular business hours in Palm Beach County, Florida. The accountant conducting the audit shall be compensated on an hourly basis and shall not be compensated based upon a percentage of overcharges it discovers. If Tenant gives Landlord notice of its intention to audit Operating Expenses, it must commence such audit within [***] ([***]) days after such notice is delivered to Landlord, and the audit must be completed within [***] ([***]) days after such notice is delivered to Landlord. If Tenant does not commence and complete the audit within such periods, the Statement that Tenant elected to audit shall be deemed final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. Tenant will use good faith commercially reasonable efforts to keep the results of any Operating Expense audit confidential. Upon Landlord’s receipt of a timely objection notice from Tenant, Landlord and Tenant shall work together in good faith to resolve the discrepancy between Landlord’s statement and Tenant’s review. If Landlord and Tenant determine that Operating Expenses for the year in question are less than reported in Landlord’s statement, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are greater than reported in Landlord’s statement, Tenant shall forthwith pay to Landlord the amount of underpayment by Tenant. If after Landlord and Tenant agree on the results of any audit of Landlord’s books and records indicates that Landlord has made an error in Landlord’s favor for more than [***] percent ([***]%) of the amount of Operating Expenses for any calendar year, Landlord shall furnish reimburse Tenant for Tenant’s reasonable costs of conducting the audit up to a maximum of $[***]. In addition, Landlord shall pay to Tenant an amount equal to such overstated amounts, which sums shall be paid within [***] ([***]) days of Tenant’s demand therefore. If such payment is not received by Tenant prior to the expiration of such [***] ([***]) day period, Tenant may withold such amount from future payments of Rent until such amount is reduced to 0.00. Notwithstanding any provision in this Lease to the contrary, Landlord shall not be entitled to collect any charge or expense for Operating Expenses if Landlord has not presented Tenant with a statement of billing within [***] ([***]) years after the actual Expenses and Expense Excess for the prior calendar year, and (b) Fiscal Year, Landlord shall furnish Tenant with a statement of the actual Taxes and Tax Excess for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, date such charge or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, within thirty (30) days of its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolvedexpense was incurred.

Reconciliation. As soon as is practical (which Landlord shall use reasonable efforts to do within one hundred twenty (120) days, but no later than one (1) year) following the end of each (a) calendar yearDuring the Pre-Closing Period, Landlord Seller, Guarantor and its Affiliates shall furnish Tenant with a statement in good faith determine if there are any Acquired Assets, including any Business Service Providers, held, employed or engaged by any of the actual Expenses and Expense Excess for the prior calendar yearSeller’s Affiliates (other than Seller) that would constitute Seller Wrong Pocket Assets if held, employed or engaged by such Seller’s Affiliate following Closing, and upon becoming aware of such Acquired Asset, shall (a) promptly notify Purchaser Guarantor in writing thereof, (b) Fiscal Yearcause such Acquired Asset to be transferred, Landlord shall furnish Tenant with a statement of the actual Taxes terminated (and Tax Excess for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar yearrehired by Seller), or if the estimated Tax Excess for the assigned from such Affiliate to Seller prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Yearto Closing, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, within thirty (30) days of its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement its terms and pursuant to instruments of conveyance in form and substance reasonably acceptable to Purchaser Guarantor and (c) at the time Closing, Seller shall convey, transfer and assign such Acquired Asset to Purchaser in accordance with Section ‎2.1. (b) For six (6) months after the manner set forth aboveClosing Date, either Seller or Purchaser, may notify the other Party of any Seller Wrong Pocket Assets that either Seller or Purchaser becomes aware of and reasonably believe should have been transferred to Purchaser or its designated Affiliate under this Agreement as part of the Acquired Assets. If Seller or Purchaser determine in good faith that such asset was intended to be transferred to Purchaser or its designated Affiliate as part of the Acquired Assets under this Agreement, such asset shall be assigned by Seller or its Affiliate to Purchaser or its designated Affiliate without any additional consideration, and if necessary there Seller agrees to use commercially reasonable efforts during such period to promptly deliver, or cause to be delivered, any such asset to any Purchaser or its designated Affiliate, as applicable. (c) For six (6) months after the Closing Date, either Seller or Purchaser may notify the other Party of any asset transferred to Purchaser or its designated Affiliate in connection with the Transactions that either Seller or Purchaser reasonably believes should have been retained by Seller under this Agreement as part of the Excluded Assets. If Seller or Purchaser determine in good faith that such asset was intended to be retained by Seller or any of its Affiliates as part of the Excluded Assets under this Agreement, such asset shall be a further adjustment between the parties at the time the dispute is resolvedassigned by Purchaser or its Affiliate, as applicable, to Seller or its Affiliate without additional consideration, and Purchaser agrees to use commercially reasonable efforts during such period to promptly deliver, or cause to be delivered, any such asset to Seller or its Affiliate, as applicable.

Reconciliation. As soon For the convenience of the parties, the initial amount to be withdrawn from the Designated Account on each Delivery Date will be equal to the Initial Estimated Delivery Amount. Buyer has calculated the Initial Estimated Delivery Amount based on Seller’s actual Receipts prior to the date of this Agreement, determined by Buyer based on a review of Banking Records provided by Seller. “Banking Records” may include bank statements, accounts receivables reports, credit card receipts, and view-only access to business bank accounts. Buyer will review Seller’s Banking Records for each Review Period that occurs during the course of this Agreement so long as such records are provided to Buyer. Xxxxx will request that Seller’s Banking Records be provided each month. If Seller fails or refuses to provide Banking Records in response to Xxxxx’s request, Xxxxx shall not be obligated to conduct such a review. For this purpose, the “Review Period” is practical (which Landlord one month, beginning on the first of the month and ending on the last day of the month. Buyer will calculate Seller’s actual Receipts based solely upon a review of the Banking Records made available to Buyer for the applicable Review Period. Absent manifest error, Xxxxx’s calculation of Seller’s actual Receipts for any Review Period shall use reasonable efforts to do within one hundred twenty (120) days, but no later than one (1) year) be conclusive. Xxxxx’s calculation of Seller’s actual Receipts will take place on or around the 12th calendar day following the end of each the Review Period (a) calendar year, Landlord shall furnish Tenant with a statement the “Calculation Date”). The parties agree to adjust the Initial Estimated Delivery Amount so that subsequent withdrawals from the Designated Account are equal to the Remittance Percentage of the actual Expenses and Expense Excess Receipts collected by Seller during a prior Review Period, as determined by Buyer on the Calculation Date. Each such adjustment is referred to herein as an “Adjusted Delivery Amount.” On each Delivery Date following a Calculation Date, the amount withdrawn from the Designated Account shall be equal to the Adjusted Delivery Amount. If on any Calculation Date, the Buyer is unable to determine Seller’s actual Receipts for the prior calendar yearapplicable Review Period, the parties agree that the Adjusted Delivery Amount shall be based on the actual Receipts from the most recent Review Period for which Xxxxx was able to determine Seller’s actual Receipts. Seller hereby agrees to provide Buyer with such Banking Records as Buyer may reasonably require to calculate Seller’s actual Receipts, including authorization to have “view-only” access to all business bank accounts to accommodate the reconciliations. Seller shall maintain this view-only access at all times and shall provide Buyer with any updated password, login, and (b) Fiscal Year, Landlord shall furnish Tenant with a statement of the actual Taxes and Tax Excess account information Buyer may require for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, within thirty (30) days of its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolvedthis purpose.

Reconciliation. As soon as is practical (which Landlord shall use Within a reasonable efforts to do within one hundred twenty (120) days, but no later than one (1) year) following period after the end of each (a) calendar year, Landlord shall furnish deliver to Tenant with a statement (the “Statement”) setting forth Tenant’s Cost Allocation for such year. If Tenant’s Cost Allocation for such year exceeds the total of the actual Expenses and Expense Excess Estimated Payment made by Tenant for the prior calendar such year, and (b) Fiscal Year, Tenant shall pay Landlord shall furnish Tenant with a statement of the actual Taxes and Tax Excess for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, deficiency within thirty (30) days of its the receipt of the statement Statement. At the end of Expenses or Taxesthe Term, any underpayment amount payable by Tenant that would not otherwise be due until after the termination of this Lease, shall, if the exact amount is uncertain at the time that this Lease terminates, be paid by Tenant to Landlord upon such termination in an amount to be estimated by Landlord with an adjustment to be made once the exact amount is known. If the Estimated Payment made by Tenant exceeds Tenant’s Cost Allocation for such year, then Landlord shall credit against Tenant’s next ensuing Estimated Payment(s) an amount equal to the prior difference until the credit is exhausted. If a credit is due from Landlord after the Expiration Date, Landlord shall pay Tenant the amount of the credit after deducting therefrom any amounts then owed by Tenant to Landlord within thirty (30) days of the date of the Statement indicating the credit due to Tenant. The obligations of Tenant and Landlord to make payments required under this Section shall survive the expiration or termination of this Lease, and Landlord’s failure to deliver the Statement shall not be deemed a waiver of Landlord’s right to collect additional amounts from Tenant as set forth herein unless Landlord has not delivered the Statement within eighteen (18) months after the expiration of any calendar year; provided, however, Landlord shall have the right to amend any Statement after Landlord’s delivery thereof, regardless of such eighteen (18) month period, if Landlord receives additional tax bills relating to such calendar year after Landlord’s delivery of the Statement, provided Landlord amends the Statement within three (for Expenses3) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxxmonths of Landlord’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolvedadditional tax xxxx.

Reconciliation. As soon as is practical (which An Annual Operation Cost Statement prepared by Landlord shall use reasonable efforts be provided to do within one hundred twenty (120) days, but no Tenant not later than one (1) year) following the end April 1 of each (a) calendar yearyear setting forth in reasonable detail the actual Operating Costs paid or incurred by Landlord for the Facility and the Leased Premises in the preceding Lease Year or Fractional Lease Year. The dates of any such statements, Landlord shall furnish Tenant with a statement at the option of the actual Expenses and Expense Excess Landlord, are subject to change. Upon the furnishing of the Annual Operation Cost Statement, the installments of Additional Rent paid by Tenant for the prior subject calendar year, and (b) Fiscal Year, Landlord year shall furnish Tenant be reconciled with a statement of the actual Taxes and Tax Excess Additional Rent for such calendar year as set forth in the prior Fiscal YearAnnual Operation Cost Statement. If the estimated Expense Excess Additional Rent for the prior calendar year is more than as set forth in the actual Expense Excess Annual Operation Cost Statement exceeds the total of the installments of Additional Rent paid by Tenant for the prior such calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, the amount of such excess to Landlord within thirty (30) days of its receipt after Landlord delivers to Tenant the Annual Operation Cost Statement. If the total of the statement installments of Expenses or Taxes, any underpayment Additional Rent paid by Tenant for the prior calendar year (for Expenses) or exceeds the Additional Rent for the prior Fiscal Year (for Taxes)calendar year as set forth in the Annual Operation Cost Statement, as then Tenant shall receive a credit against the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxesmonthly installments of Additional Rent subsequently accruing until such excess is exhausted or, or any other statement regarding other Additional Rentif this Lease has been terminated, such excess shall be binding upon, and may not refunded to Tenant promptly upon determination of the proper amount thereof. In no event shall the Minimum Rent be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolveddecreased.

Reconciliation. As soon as is practical (which Landlord shall use reasonable efforts to do within one hundred twenty (120) days, but no later than one (1) year) following the end of each (a) calendar year, Landlord shall furnish Tenant with The Parties understand and agree that it is in their mutual interests to agree to a statement mechanism for reconciling the following balances due and owing between them as of the actual Expenses and Expense Excess for Closing Date: (i) the prior calendar yearCNA Parties shall pay to NICO (A) the Reinsurance Premium (together with interest accrued from the Inception Date at the Applicable Interest Rate), and (B) any Pre-Inception Date Receivables that may have been collected since the Inception Date (together with Estimated Interest), and (ii) NICO shall reimburse the CNA Parties for (A) all Ultimate Net Loss paid by the CNA Parties on or after the Inception Date (as recorded in the general ledger of the CNA Parties) up to the Closing Date (together with Estimated Interest), and the LPT Limit shall be reduced dollar for dollar for all such Ultimate Net Loss reimbursed by NICO, and (B) three million five hundred thousand dollars ($3,500,000), which amount represents NICO’s share of the Unallocated Loss Adjustment Expenses incurred by the CNA Parties in connection with the Business Covered on or after the Inception Date up to the Closing Date. The Parties shall follow the protocol set forth in Sections 2.3(b) through 2.3(i) in achieving fully and finally reconciled amounts of these balances. (b) Fiscal YearThe CNA Parties shall, Landlord shall furnish Tenant with a five (5) Business Days prior to the Closing Date, provide to NICO an estimated reconciliation statement as of the actual Taxes month ending prior to the Closing Date (the “Initial Reconciliation Statement”), which shall be calculated in the manner set forth on Schedule 2.3 attached hereto and Tax Excess for which shall be broken down by calendar quarter. The Initial Reconciliation Statement shall set forth the prior Fiscal Year. If Aggregate Net Payment due to NICO (the estimated Expense Excess for “Initial Net Payment”), which amount will be deposited directly by the prior CNA Parties on behalf of NICO into the Collateral Trust Account on the Closing Date. (c) The CNA Parties shall, within forty-five (45) calendar year is more than days following the actual Expense Excess for Closing Date, provide to NICO a finalized reconciliation statement (the prior calendar year“Preliminary Reconciliation Statement”), or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, which shall be calculated as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, within thirty (30) days of its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement at the time Closing Date and in the manner set forth aboveon Schedule 2.3 attached hereto, setting forth the Aggregate Net Payment as of the Closing Date. (d) After the receipt by NICO of the Preliminary Reconciliation Statement and until such time as the Final Reconciliation Statement is completed, NICO and its authorized Representatives shall have, upon prior written notice, reasonable access during normal business hours to the working papers of the CNA Parties and their Representatives relating to the Preliminary Reconciliation Statement and the calculations set forth thereon. NICO shall have the right to review the Preliminary Reconciliation Statement and comment thereon for a period of thirty (30) Business Days after receipt thereof. Any changes in the Preliminary Reconciliation Statement that are agreed to by the Parties within such thirty (30) Business Day review period shall be incorporated into a final reconciliation statement (the “Final Reconciliation Statement”), as of the Closing Date. In the event NICO does not dispute the Preliminary Reconciliation Statement within such thirty (30) Business Day review period, the Preliminary Reconciliation Statement shall be deemed the Final Reconciliation Statement. (e) In the event that the Parties are unable to agree on the manner in which any item or items should be treated in the Preliminary Reconciliation Statement within such thirty (30) Business Day review period, each of the Parties shall prepare separate written reports of such item or items remaining in dispute and refer such reports to Deloitte LLP (or if Deloitte LLP is unavailable, to another nationally recognized independent accounting or actuarial firm that is neutral and impartial as may be agreed by the parties) (the “Independent Accountant”) within ten (10) calendar days after the expiration of such thirty (30) Business Day review period; provided, however, that NICO shall have the right to dispute the determination of any such item or items only on the basis of, and if necessary to the extent it claims that, in determining such item (i) it was not calculated in the manner set forth on Schedule 2.3 for the calculation of the Aggregate Net Payment or (ii) there were mathematical errors in the calculation of such item; provided, further, that any portion of any amount payable to NICO or to the CNA Parties pursuant to Section 2.3(h) that can be calculated from amounts that are not in dispute will be paid within ten (10) calendar days after such written reports are required to be submitted to the Independent Accountant. (f) The Independent Accountant shall determine within thirty (30) calendar days the manner in which such item or items shall be treated in the Final Reconciliation Statement; provided, however, that the dollar amount of each item in dispute shall be determined within the range of dollar amounts proposed by NICO, on the one hand, and the CNA Parties, on the other hand. The Parties acknowledge and agree that (i) the review by and determinations of the Independent Accountant shall be limited to, and only to, the item or items contained in the reports prepared and submitted to the Independent Accountant by the Parties, and (ii) the determinations by the Independent Accountant shall be based solely on the criteria set forth in the proviso in the first sentence of this Section 2.3(f). (g) The determinations by the Independent Accountant as to the items in dispute shall be in writing and shall be Final and Binding on the parties and shall be reflected in the Final Reconciliation Statement. For purposes of this Section 2.3(g), “Final and Binding” shall mean that the determinations made pursuant to this Section 2.3, including the determinations, if any, made by the Independent Accountant shall have the same preclusive effect for all purposes as if such determinations had been embodied in a further adjustment final judgment, no longer subject to appeal, entered by a court of competent jurisdiction, and either party may petition any court identified pursuant to Article XIII to reduce such decision to judgment. The fees, costs and expenses of retaining the Independent Accountant shall be allocated by the Independent Accountant between the parties at Parties in accordance with the time Independent Accountant’s judgment as to the dispute is resolvedrelative merits of the parties’ proposals in respect of the disputed items. Within five (5) Business Days following the resolution of all disputed items, the CNA Parties shall prepare the Final Reconciliation Statement and shall deliver copies thereof to NICO.

Reconciliation. As soon a. Within thirty (30) days of completion of Incumbent’s Planning Activities and prior to the Reconciliation Date (as is practical defined below), Incumbent will submit to Sprint all documentation demonstrating the actual costs that Incumbent reasonably incurred or paid to other entities complete the Planning Activities (which Landlord shall use reasonable efforts to do within one hundred twenty “Actual Costs”). The dated documentation of the Actual Costs (120“Documentation”) daysrequired by Sprint from Incumbent may include, but no later than one is not limited to, the following: (1) year) following the end of each (a) calendar year, Landlord shall furnish Tenant invoices for Actual Costs that are associated with a statement category of work as identified on Schedule C and/or the SOW; (2) receipts substantiating the Actual Costs including receipts for any travel expenses incurred by Incumbent such as hotel invoices, airfare receipts, etc.; (3) Incumbent’s individual employee work orders, time sheets and associated general ledger records specifying the name of the actual Expenses person or employee performing work for Incumbent, the date work was performed, the hours worked and Expense Excess for the prior calendar year, and (b) Fiscal Year, Landlord shall furnish Tenant with a statement description of the actual Taxes activity performed; and/or (4) the applicable Exhibit 2 internal labor certifications. b. Upon receipt by Sprint of the Documentation for all Actual Costs, Sprint and Tax Excess for Incumbent will reconcile the prior Fiscal Year. If Actual Costs against the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment payments made by Tenant against Additional Rent due or next becoming due; provided thatSprint to Incumbent (and Planning Vendors, if applicable) and the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting Parties will agree upon the amount of Rent dueany additional payments (subject to Section 6) due to Incumbent (or Planning Vendors, if applicable) or any refunds due to Sprint. If The effective date of agreement on reconciliation of Actual Costs and receipt by Sprint of the estimated Expense Excess for Reconciliation Statement signed by Incumbent is the prior calendar year is less than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, “Reconciliation Date”. c. Any additional payments due to Incumbent from Sprint will be disbursed to Incumbent within thirty (30) days of its receipt the Reconciliation Date, provided the additional payments do not result from Actual Costs that exceed the Cost Estimate. Any refunds due from the Incumbent to Sprint will be made within thirty (30) days of the statement Reconciliation Date. d. In the event Incumbent’s Actual Costs exceed the Cost Estimate, Incumbent must submit a Change Notice pursuant to Section 6 of Expenses or Taxes, this Agreement describing the change in scope of work that resulted in Incumbent’s Actual Costs exceeding the Cost Estimate. Approval of any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may Change Notice will not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall automatic but will be made by the parties processed in accordance with XxxxxxxxSection 6 of this Agreement. Additional payments due to Incumbent, which result from an excess of Actual Costs over the Cost Estimate, as agreed on the Reconciliation Date, will be disbursed to Incumbent within thirty (30) days of the Transition Administrator’s statement at approval of the time and in amendment documenting the manner set forth above, and if necessary there shall be a further adjustment between change from the parties at the time the dispute is resolvedChange Notice.

Reconciliation. As soon as is practical No later than *, CIGNA shall provide MCA with a "Period Close Leakage Report" for the CIGNA New England Participants which will detail any * which meets all of the criteria listed below: HCPC code on the Master List of HCPCs; Dates of Service (which Landlord *); and, * date * The Period Close Leakage Report shall use reasonable efforts include the following fields: *Confidential Treatment Requested Provider TIN Provider Name Product Code HCPC Code * * Date of Service * Diagnosis Code Member ID The parties acknowledge and agree that in the event of CIGNA's inability to do within one hundred twenty (120) days, but provide a Period Close Leakage Report to MCA no later than one (1*. The Leakage PMPM shall be calculated as follows: MCA shall conduct a review of the Period Close Leakage Report. Any Provider TIN(s) year) following that appear on the end Period Close Leakage Report but do not appear on Attachment 1 Identified TINS will be reviewed and designated, as may be mutually agreed upon based on previously agreed definitions of each (a) calendar yearsetting, Landlord shall furnish Tenant as either "*" or "*". Attachment 1 will then be amended to reflect the additional TINs. Any TIN on the Period Close Leakage Report with a statement TIN designated as "*" will not be considered in determining the Leakage PMPM. The * shall be the sum of services on the "Period Close Leakage Report" which meets the criteria below: TINs with a designation "*" HCPCs with a designation "*" services Services rendered to CIGNA New England Managed Care Participants Effective PMPM The * Baseline Membership will be the sum of the actual Expenses and Expense Excess monthly membership for CIGNA New England Managed Care Participants for each month during the prior calendar yearperiod *. The * Baseline Membership shall include all months in this time period whether or not CIGNA * Leakage Report * The Effective PMPM will be the sum of: 2. 3. *"*"; and, and (b) Fiscal Year, Landlord shall furnish Tenant with a statement of the actual Taxes and Tax Excess for the prior Fiscal Year4. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, * as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, within thirty (30) days of its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolved.in this Section E. Divided by: The * Baseline Membership

Reconciliation. As soon as is practical (which Landlord shall use reasonable efforts to do within one hundred twenty (120) days, but no later than one (1) year) following the end of each (a) calendar year, Landlord shall furnish Tenant with a statement of the actual Expenses Seller and Expense Excess for the prior calendar year, Buyer acknowledge and (b) Fiscal Year, Landlord shall furnish Tenant with a statement of the actual Taxes and Tax Excess for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against agree that Additional Rent due which Seller has heretofore collected from tenants at the Property in respect of taxes and other operating expenses ("Charges") during the period from January 1, 2005 through and including the Closing Date ("Seller's Reconciliation Period"), have not yet been reconciled with tenants to the extent Seller's recovery of such expenses from the tenants for such period exceeded or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess for the prior calendar year is was less than the actual Expense Excess amount of such expenses for such period (the prior calendar year"Tenant Reconciliation"). In connection with the Tenant Reconciliation, or if the estimated Tax Excess for parties agree that (i) within a reasonable time after Closing, Seller shall deliver to Buyer the prior Fiscal Year is less than data reasonably supporting the actual Tax Excess for Charges Seller collected from the prior Fiscal Yeartenants during Seller's Reconciliation Period and the amount of Charges actually paid by Seller during Seller's Reconciliation Period, as and (ii) at the case may be, then Tenant shall pay Landlord, within thirty (30) days end of its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year 2005, Buyer shall prepare the final Tenant Reconciliation (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement subject to Seller's approval with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90Seller's Reconciliation Period) days after Xxxxxx’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement the terms and conditions of the applicable Leases and, to the extent applicable, either reimburse or xxxx tenants accordingly. If the Tenant Reconciliation for Seller's Reconciliation Period shows that amounts collected during Seller's Reconciliation Period were more than the amount of Charges actually paid by Seller during Seller's Reconciliation Period, then Seller shall pay such amount to Buyer (to the extent Buyer did not receive a credit therefor at Closing), and Buyer shall indemnify, defend and hold harmless Seller for Buyer's failure to pay such reimbursements to the time tenants. If it is determined that a tenant has underpaid to Seller any portion of the Charges for Seller's Reconciliation Period, Buyer shall make good faith attempts to collect the amount of any under-payment of such Charges from such tenant, and in the manner shall, upon receipt, immediately deliver such amount to Seller. The agreements of Seller and Buyer set forth aboveherein shall survive the Closing. Notwithstanding anything to the contrary contained herein, Buyer shall have no rights or claims with respect to the Tenant Reconciliation for calendar year 2004 and if necessary there Seller shall be a further adjustment between entitled to collect such amounts directly from Tenants by any legal means and Seller shall also be responsible to reimburse Tenants to the parties at the time the dispute is resolvedextent of any over-payment of Charges actually received by Seller for calendar year 2004.

Reconciliation. As soon as is practical Within forty-five (which Landlord shall use reasonable efforts to do within one hundred twenty (12045) days, but no later than one (1) year) following days of the end of each (a) calendar yearquarter of the Preclinical Funding Period, Landlord CPC shall furnish Tenant provide Astellas with a statement detailed accounting of its Preclinical Development Costs actually incurred or accrued in accordance with applicable Accounting Principles during such calendar quarter. If activities covered by the Preclinical Development Plan and associated budget are planned or anticipated to occur in a given calendar quarter, but are delayed (provided that any material or significant delay under the reasonable control of CPC, or due to the failure of Maxygen to provide CPC licenses, materials or software that were available to Maxygen for conduct of the Other Programs prior to the Effective Date, shall require review and approval by the JSC) or accelerated so that Preclinical Development Costs associated with such activities are actually incurred or accrue in a calendar quarter other than the calendar quarter originally planned or anticipated, the Budget under the Preclinical Development Plan with respect to Preclinical Development Costs for such activities shall be adjusted to reflect the actual Expenses timing of such activities and Expense Excess associated Preclinical Development Costs; provided, however, that unless otherwise agreed by the Parties the adjustment described in this sentence shall apply only with respect to timing (i.e., determining the calendar quarter in which or for which such amounts will be taken into account under the Budget), and not to increase or decrease the total amounts budgeted for such activities. If Astellas’ advance payment made in accordance with Section 4.1.2 for a quarter exceeds CPC’s Preclinical Development Costs actually incurred or accrued by CPC in such calendar quarter, Astellas shall have the right to credit such excess against the advance payment due in accordance with Section 4.1.2 for the prior upcoming calendar yearquarter; provided, and (b) Fiscal Yearhowever, Landlord shall furnish Tenant with a statement that for the final two quarters of the actual Taxes and Tax Excess Preclinical Funding Period, CPC shall provide reimbursement to Astellas for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent duesuch excess with its detailed accounting. If the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, within thirty (30) days of its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be Astellas’ advance payment made by the parties in accordance with XxxxxxxxSection 4.1.2 for a quarter falls short of CPC’s statement at Preclinical Development Costs actually incurred or accrued by CPC in such calendar quarter, Astellas shall provide reimbursement to CPC for the time and amount of such shortfall; provided, however, that Astellas shall have no obligation to pay or reimburse CPC for any Preclinical Development Costs actually incurred or accrued by CPC in a calendar quarter in excess of one hundred ten percent (110%) of the amount set forth in the manner set forth above, and if necessary there shall be a further adjustment between Budget for such quarter (as adjusted to account for actual timing of activities as described above in this Section 4.1.3) unless otherwise agreed by the parties at the time the dispute is resolvedParties.

Reconciliation. As soon as is practical (which Landlord shall use reasonable efforts to do within Within one hundred twenty (120) days, but no later than one (1) year) following days after the end of each (a) calendar year, Landlord shall furnish deliver to Tenant with a reasonably detailed statement (the “Statement”) setting forth the total actual Operating Costs, Taxes and Insurance Costs and Tenant’s Cost Allocation for such year. If Tenant’s Cost Allocation for such year exceeds the total of the actual Expenses and Expense Excess Estimated Payment made by Tenant for the prior calendar such year, and (b) Fiscal Year, Tenant shall pay Landlord shall furnish Tenant with a statement of the actual Taxes and Tax Excess for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, deficiency within thirty (30) days of its the receipt of the statement Statement and any amount payable by Tenant that would not otherwise be due until after the termination of Expenses this Lease, shall, if the exact amount is uncertain at the time that this Lease terminates, be paid by Tenant to Landlord upon such termination in an amount to be estimated by Landlord with an adjustment to be made once the exact amount is known. If the Estimated Payment made by Tenant exceeds Tenant’s Cost Allocation for such year, then Landlord shall credit against Tenant’s next ensuing Estimated Payment(s) an amount equal to the difference until the credit is exhausted. If a credit is due from Landlord after the Expiration Date, Landlord shall pay Tenant the amount of the credit after deducting therefrom any amounts then owed by Tenant to Landlord. The obligations of Tenant and Landlord to make payments required under this Section shall survive the expiration or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upontermination of this Lease, and may Landlord’s failure to deliver the Statement shall not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt deemed a waiver of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute make the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement at the time and in the manner adjustments set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolvedherein.

Reconciliation. As soon as is practical (which Landlord shall use Within a reasonable efforts to do within one hundred twenty (120) days, but no later than one (1) year) following period after the end of each (a) calendar year, Landlord shall furnish deliver to Tenant with a statement (the “Statement”) setting forth Tenant’s Cost Allocation for such year. If Tenant’s Cost Allocation for such year exceeds the total of the actual Expenses and Expense Excess Estimated Payment made by Tenant for the prior calendar such year, and (b) Fiscal Year, Tenant shall pay Landlord shall furnish Tenant with a statement of the actual Taxes and Tax Excess for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess for the prior calendar year is less than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, deficiency within thirty (30) days of its the receipt of the statement Statement and any amount payable by Tenant that would not otherwise be due until after the termination of Expenses this Lease, shall, if the exact amount is uncertain at the time that this Lease terminates, be paid by Tenant to Landlord upon such termination in an amount to be estimated by Landlord with an adjustment to be made once the exact amount is known. If the Estimated Payment made by Tenant exceeds Tenant’s Cost Allocation for such year, then Landlord shall credit against Xxxxxx’s next ensuing Estimated Payment(s) an amount equal to the difference until the credit is exhausted. If a credit is due from Landlord after the Expiration Date, Landlord shall pay Tenant the amount of the credit after deducting therefrom any amounts then owed by Tenant to Landlord. The obligations of Tenant and Landlord to make payments required under this Section shall survive the expiration or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upontermination of this Lease, and may Landlord’s failure to deliver the Statement shall not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt deemed a waiver of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute make the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement at the time and in the manner adjustments set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolvedherein.

Reconciliation. As soon as is practical (which Landlord If the Expiration Date of the Term shall use reasonable efforts to do within one hundred twenty (120) days, but no later occur on a date other than one (1) year) following the end of each (a) calendar yeara Tax Year or Expense Year, Tenant's Share of Taxes and Expenses for the Tax Year and the Expense Year in which the Expiration Date falls shall be in the proportion that the number of days from and including the first day of the Tax Year or Expense Year in which the Expiration Date occurs to and including the Expiration Date bears to 360; provided, however, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Excess for the prior calendar yearmay, and (b) Fiscal Year, Landlord shall furnish Tenant with a statement of the actual Taxes and Tax Excess for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before pending the determination of the overpaymentamount of Taxes and Expenses, then Landlord if any, for such partial Tax Year and Expense Year, furnish Tenant with statements of estimated Taxes, estimated Expenses, and Tenant's Share of each thereof for such partial Tax Year and Expense Year. Within thirty (30) days after receipt of such estimated statement, Tenant shall refund any overpayment remit to Tenant after first deducting Landlord, as Additional Rent, the amount of Rent dueTenant's Share of such Taxes and Expenses. If the estimated If, after such Taxes and Expenses have been finally determined and Landlord's Tax Statement and Landlord's Expense Excess for the prior calendar year is less than the actual Expense Excess for the prior calendar yearStatement have been furnished to Tenant, there shall have been an underpayment of Tenant's Share of Taxes or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal YearExpenses, as the case may be, then Tenant shall pay Landlord, remit the amount of such underpayment to Landlord within thirty (30) days of its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding uponsuch statements, and may not be disputed byif there shall have been an overpayment, Landlord shall remit the amount of any such overpayment to Tenant unless with the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt delivery of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Tax Statement and Landlord’s statementExpense Statement (as applicable), payments shall be made by the parties in accordance but only if Tenant has provided Landlord with Xxxxxxxx’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolvedvalid forwarding address.

Reconciliation. As By April 30th of each year (and as soon as is practical (which Landlord shall use reasonable efforts to do within one hundred twenty (120) days, but no later than one (1) year) following after the end expiration or termination of each (a) calendar yearthis Lease or at any time in the event of a sale of the Property), Landlord shall furnish provide Tenant with a an itemized statement of the actual Expenses and Expense Excess amounts included in such annual operating costs for the prior preceding calendar year or part thereof, together with a summary of the manner in which any adjustments made pursuant to Section 9(a)(i) above were computed. Landlord or Tenant shall pay to the other the amount of any deficiency or overpayment then due from one to the other or, at Tenant's option, Landlord shall credit Tenant's account for any overpayment. If Landlord has overestimated annual operating costs for any calendar year by more than 5%, Landlord shall pay or, at Tenant's option, credit to Tenant interest on the amounts over-collected from Tenant at the rate set forth in Section 29 of this Lease. If at any time during a calendar year Landlord materially increases or decreases Landlord's estimate of Operating Expenses, Landlord shall, upon request of Tenant, promptly provide Tenant a detailed written explanation of the reason for the increase. Tenant shall also be entitled at any reasonable time during regular business hours, but no more than once in each calendar year, and after giving to Landlord at least five (b5) Fiscal Yearbusiness days prior written notice, Landlord to inspect in Landlord's business office all Landlord's records necessary to satisfy itself that all charges have been correctly allocated to Tenant, for any of the four (4) calendar years immediately preceding the year during which such notice is given (throughout the Term Landlord's books relating to Operating Expenses shall furnish be maintained on a calendar year basis), and/or to obtain an audit thereof by an independent certified public accountant (selected by Tenant with a statement Landlord's written consent, which shall not be withheld unreasonably) to determine the accuracy of the actual Taxes and Tax Excess for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination Landlord's certification of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent dueadditional rent charged Tenant. In no event shall Tenant be entitled to audit the books for any calendar year more than once. If the estimated Expense Excess it is determined that Tenant's liability for the prior additional rent for any such calendar year is less than the actual Expense Excess amount which Landlord previously certified to Tenant for the prior such calendar year, Landlord shall refund promptly to Tenant the amount of the additional rent paid by Tenant for such calendar year which exceeds the amount for which Tenant actually is liable, as determined following such audit, together with interest on such amount at the rate set forth in Section 29 of this Lease. If it is determined that Tenant's liability for additional rent for any such calendar year is greater than the amount which Landlord previously certified to Tenant for such calendar year, Tenant shall promptly pay to Landlord the amount of the additional rent payable by Tenant for such calendar year which exceeds the amount which Tenant had previously paid, as determined following such audit. Tenant shall bear the total cost of any inspection or audit of Landlord's books and records conducted by Tenant, except that if the estimated Tax Excess it is determined that Tenant's liability for the prior Fiscal Year additional rent for such calendar year is less than the actual Tax Excess ninety-seven percent (97%) of that amount which Landlord previously certified to Tenant for the prior Fiscal Yearsuch calendar year, as the case may be, then Tenant Landlord shall pay Landlordto Tenant the cost of such audit (provided, within thirty (30) days however, that Landlord shall not be required to pay the cost of its receipt any audit based on a contingency fee or percentage of the statement of Expenses or Taxes, any underpayment amount recovered for the prior calendar year (for Expenses) or for the prior Fiscal Year (for TaxesTenant), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolved.

Reconciliation. As soon as is practical (which Landlord shall use reasonable efforts to do within one hundred twenty (120) days, but no Not later than one (1) year) following 60 days after the end of each Effective Date, YSI shall deliver to Rising Tide a written, final accounting with respect to (a) calendar year, Landlord shall furnish Tenant with a statement the 2007 operations of the Properties prior to the Effective Date, including, among other matters, a detail of gross receipts, all actual Expenses (vs. budgeted) expenses in respect of or on behalf of the Properties, all Reimbursable Costs and Expense Excess for the prior calendar year, all Management Fees and (b) Fiscal Yeara reconciliation showing all payments previously made in accordance with Section 2.1 and required to be made, Landlord but not yet made, in accordance with Sections 2.1 (the “Proposed Final Accounting”); provided that real and personal property taxes and tenant security deposits shall furnish Tenant with a statement be prorated and governed by Sections 10.2 and 10.5, respectively, of the actual Taxes and Tax Excess for the prior Fiscal Year2007 Acquired Properties Purchase Agreement. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination For purposes of the overpaymentreconciliation set forth in the Proposed Final Accounting, then Landlord Rising Tide shall refund not be entitled to any overpayment collections on the Rising Tide Receivables even if such collections exceed 75% of the accounts receivable related to Tenant the Properties that are 0-30 days old as of the Effective Date and 15% of the accounts receivable related to the Properties that are 31-60 days old as of the Effective Date, and YSI shall only be entitled to (i) a Management Fee on rent, late fees, parking or other fees and charges that were due and payable by any tenant prior to the Effective Date that are actually received by the Effective Date or included in the Rising Tide Receivables and (ii) Reimbursable Costs for which a written invoice is actually received by YSI by the 60th day after first deducting the amount of Rent dueEffective Date. If YSI shall indemnify and hold Rising Tide harmless with respect to any invoice received by YSI after the estimated Expense Excess for 60th day after the prior calendar year is less than Effective Date. The Proposed Final Accounting and the actual Expense Excess for reconciliation set forth therein shall be compiled in accordance with the prior calendar year, or if methodology set forth in Section 2.1 hereof and Section 2.2. Rising Tide shall use all reasonable efforts to review the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay LandlordProposed Final Accounting, within thirty (30) 30 days of its receipt of the statement of Expenses Proposed Final Accounting. Rising Tide and its independent accountants shall be afforded, at Rising Tide’s expense and without delay by YSI, access to any work papers prepared by YSI or Taxes, any underpayment its independent accountants in connection with the Proposed Final Accounting and all books and records for the prior calendar year Properties, including service contracts (for Expenses) or for the prior Fiscal Year (for Taxes“Service Contracts”), as invoices actually received and tenant leases related to any of the case Properties. The Proposed Final Accounting shall become final and binding on Rising Tide and YSI unless Rising Tide gives written notice to YSI of its disagreement (a “Notice of Disagreement”) within such 30-day period. If no Notice of Disagreement is delivered, the applicable party shall pay to the other party the amount set forth in the reconciliation contained in the Proposed Final Accounting. Such amount shall be paid within 5 days of the expiration of such-30 day period. Any such Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. For a period of 30 days following YSI’s receipt of a Notice of Disagreement, Rising Tide and YSI shall attempt to resolve any differences that they may be. Xxxxxxxx’s annual statement have with respect to Expenses any matter specified in the Notice of Disagreement. If, at the end of such 30-day period, YSI and TaxesRising Tide have failed to reach written agreement with respect to all such matters, then YSI and Rising Tide shall promptly submit all such matters as specified in the Notice of Disagreement, as to which such written agreement has not been reached, to the national transaction services office of Xxxxx Xxxxxxxx LLP (the “Arbitrating Accountant”) for review. YSI and Rising Tide shall each submit a written statement of position to the Arbitrating Accountant concerning the calculation of disputed items and shall cause the Arbitrating Accountant to act promptly to determine whether to accept either the position of YSI or the position of Rising Tide, or any other statement regarding other Additional Rentan alternative position, which shall not be greater than the dollar amount sought by YSI or less than the dollar amount payable as determined by Rising Tide. The Arbitrating Accountant shall have access to all documents and facilities necessary to perform its functions as arbitrator, and may, at its discretion, establish binding rules of procedure for the conduct of the arbitration. The costs and expenses of the Arbitrating Accountant shall be borne equally by Rising Tide and YSI. The determination of the Arbitrating Accountant with respect to such matters shall be the exclusive method for the resolution of such matters, shall be final and binding uponupon the parties hereto and may be enforced by any court of competent jurisdiction. The applicable party shall pay to the other party the amount determined to be owed by the Arbitrating Accountant, and may not such amount shall be disputed by, Tenant unless the statement is disputed by Xxxxxx, paid within ninety (90) 5 days after Xxxxxx’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver determination of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolvedArbitrating Accountant.

Reconciliation. As soon Any failure by Landlord to deliver any estimate or statement of Additional Rent required under this Lease shall not operate as is practical (which Landlord shall use reasonable efforts a waiver of Landlord's right to do within one hundred twenty (120) days, but no later than one (1) year) following the end collect all or any portion of each (a) calendar yearAdditional Rent due hereunder. On an annual basis, Landlord shall furnish provide Tenant with a reasonably detailed statement of all actual Operating Expenses and Taxes for the preceding year. If Tenant has made estimated payments of Operating Expenses or Taxes in excess of the actual Expenses and Expense Excess for the prior calendar year, and (b) Fiscal Yearamount due, Landlord shall furnish credit Tenant with a statement any overpayment against the next Rent otherwise due, provided, however, if such overpayment occurs within the final year of the actual Taxes and Tax Excess for the prior Fiscal Year. If the estimated Expense Excess for the prior calendar year is more than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, as the case may beTerm, then Landlord shall either provide use commercially reasonable efforts to timely reimburse Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting in the amount of Rent duesuch overpayment in cash as part of Landlord's reconciliation procedure at the end of the Term. If the actual amount due exceeds the estimated Expense Excess for payments made by Tenant during the prior calendar year is less than the actual Expense Excess for the prior calendar preceding year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay the difference to Landlord within fifteen (15) business days and such obligation shall survive the expiration or earlier termination of this Lease. Tenant shall have the right during the Term, by providing written notice to Landlord (the "Review Notice") within sixty ( 60) days after receiving Landlord's statement of actual Operating Expenses, to review Landlord's records relating to Operating Expenses for such year, but not for any prior year(s) to such period. If Tenant does not timely provide a Review Notice, Tenant's right to audit, contest, object or challenge Operating Expenses shall be waived, with Operating Expenses to be deemed approved by Tenant. Within a reasonable period of time after receipt of a timely Review Notice, Landlord shall make such records available for Tenant's review at either Landlord's home office or at the office of the property manager for the Building. If Tenant fails to give Landlord written notice stating in reasonable detail any objection to Landlord's statement of actual Operating Expenses within thirty (30) days after such records are made available to Tenant for review then Tenant shall be deemed to have approved Landlord's statement of its Operating Expenses for such year and Tenant shall have no further right to object or contest such statement. Upon Landlord's receipt of a timely objection notice from Tenant, Landlord and Tenant shall work together in good faith to resolve the discrepancy between Landlord's statement of and Tenant's review. If Landlord and Tenant determine that Operating Expenses or Taxes, any underpayment for the prior calendar year (for Expenses) or in question are less than reported in Landlord's statement, Landlord shall provide Tenant with a credit against future Rent then next due in the amount of any overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses for the prior Fiscal Year year in question are greater than reported in Landlord's statement, Tenant shall forthwith pay to Landlord the amount of underpayment by Tenant. Any information obtained by Tenant pursuant to the provisions of this section shall be treated as confidential and Landlord may require that Tenant execute a confidentiality agreement as a condition of Tenant's review. If Tenant retains an agent to review Landlord's books and records for any year, such agent must (for Taxes)i) be a CPA firm (ii) not be compensated on a contingency basis, as the case may be. Xxxxxxxx’s annual statement and (iii) execute a confidentiality agreement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, such review. Tenant shall be binding uponsolely responsible for all costs incurred by Tenant in connection with such review. Notwithstanding anything herein to the contrary, and may Tenant shall not be disputed by, permitted to review Landlord's records or to dispute any statement of Operating Expenses if Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt of Landlord’s statement, by a notice in default or if Tenant has not first paid to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s amount due as shown on Landlord's statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with Xxxxxxxx’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolvedactual Operating Expenses.

Reconciliation. As soon as is practical (which Landlord shall use reasonable efforts to do within one hundred twenty (120) days, but no later than one (1) year) following the end of each (a) calendar year, Landlord shall furnish Tenant with a reasonably detailed statement containing breakdowns for the calculation of the actual Expenses and Expense Excess Tenant’s Share of Expenses for the prior calendar year, and (b) Fiscal Year, Landlord shall furnish Tenant with a reasonably detailed statement containing breakdowns for the calculation of the actual Taxes and Tax Excess Tenant’s Share of Taxes for the prior Fiscal Year. If the estimated Expense Excess Tenant’s Share of Expenses for the prior calendar year is more than the actual Expense Excess Tenant’s Share of Expenses for the prior calendar year, or if the estimated Tax Excess Tenant’s Share of Taxes for the prior Fiscal Year is more than the actual Tax Excess Tenant’s Share of Taxes for the prior Fiscal Year, as the case may be, then Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess Tenant’s Share of Expenses for the prior calendar year is less than the actual Expense Excess Tenant’s Share of Expenses for the prior calendar year, or if the estimated Tax Excess Tenant’s Share of Taxes for the prior Fiscal Year is less than the actual Tax Excess Tenant’s Share of Taxes for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, within thirty (30) days of after its receipt of the statement and invoice for such amount of Expenses or Taxes, any underpayment for the prior calendar year (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, shall be binding upon, and may not be disputed by, Tenant unless the statement is disputed by Xxxxxx, within ninety (90) days after Xxxxxx’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments shall be made by the parties in accordance with XxxxxxxxLandlord’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolved.

Reconciliation. As soon as is practical (which Landlord shall use Veritone will provide to Subtenant, within a reasonable efforts to do within one hundred twenty (120) daysperiod of time following receipt thereof by Veritone from Landlord, but no later than one (1) year) following the end copies of each (a) calendar year, Landlord shall furnish Tenant with a annual statement of the actual Expenses and Expense Excess for the prior calendar year, and (b) Fiscal Year, Landlord shall furnish Tenant with a statement of the actual Taxes and Tax Excess Operating Expenses for the prior Fiscal Yearapplicable calendar year; provided that Veritone's failure to promptly deliver such copies shall not relieve Subtenant of its obligation to pay the Shortfall, if any, upon determination thereof, nor shall such failure relieve Veritone of its obligation to credit or pay, as applicable, any Surplus to Subtenant upon determination thereof. If the estimated actual amount of Taxes and Operating Expenses in excess of the Base Year exceed the Estimated Tax and Expense Excess Amount for the prior applicable calendar year (the difference hereinafter being referred to as a "Shortfall"), then Subtenant shall pay Subtenant's Proportionate Share of such Shortfall to Veritone in a lump sum on or before the date on which Veritone is more than required to pay the Shortfall to Landlord pursuant to the Lease. If the Estimated Tax and Expense Amount exceeds the actual Expense Excess amount of Taxes and Operating Expenses in excess of the Base Year for the prior applicable calendar year, or if year (the estimated Tax Excess for the prior Fiscal Year is more than the actual Tax Excess for the prior Fiscal Year, difference hereinafter being referred to as the case may bea "Surplus"), then Landlord Subtenant shall either provide Tenant with be entitled to a refund or apply any overpayment by Tenant credit against Additional Rent the next installment(s) of rent due or next becoming due; provided that, if the Term expires before the determination of the overpayment, then Landlord shall refund any overpayment to Tenant after first deducting hereunder in the amount of Rent duesuch Surplus; provided that if such Surplus exceeds the balance of rent which will become due under this Sublease, Veritone shall pay such excess to Subtenant within 45 days following the determination thereof. If Veritone exercises any audit right under the estimated Expense Excess Lease), Veritone shall promptly share the results of such audit with Subtenant to the extent such results relate to the Subleased Premises. In addition, upon Subtenant’s written request, Veritone agrees to exercise its audit rights under Section 5.4 of the Lease, provided Subtenant designates the auditor and Subtenant shall be responsible for the prior calendar year is less than the actual Expense Excess for the prior calendar year, or if the estimated Tax Excess for the prior Fiscal Year is less than the actual Tax Excess for the prior Fiscal Year, as the case may be, then Tenant shall pay Landlord, within thirty (30) days of its receipt cost of the statement of Expenses or Taxes, any underpayment for the prior calendar year audit conducted at Subtenant’s request (for Expenses) or for the prior Fiscal Year (for Taxes), as the case may be. Xxxxxxxx’s annual statement with respect to Expenses and Taxes, or any other statement regarding other Additional Rent, Subtenant shall be binding upon, and may not be disputed by, Tenant unless entitled to any resulting reimbursement of such expenses by Landlord as provided in Section 5.4 of the statement is disputed Lease). Any audit conducted by Xxxxxx, within ninety (90) days after XxxxxxSubtenant’s receipt of Landlord’s statement, by a notice to Landlord specifically stating the grounds for dispute. Xxxxxx’s failure so to dispute Xxxxxxxx’s statement shall constitute a waiver of Xxxxxx’s right to dispute the statement. Notwithstanding any dispute concerning any Landlord’s statement, payments auditor shall be made by subject to and performed in compliance with Section 5.4 of the parties in accordance with Xxxxxxxx’s statement at the time and in the manner set forth above, and if necessary there shall be a further adjustment between the parties at the time the dispute is resolvedLease.