Common use of Resolution of Disagreement Clause in Contracts

Resolution of Disagreement. Every statement given to Tenant by Landlord under this Lease, including, without limitation, any statement given to Tenant pursuant to Paragraph 5.2, shall be conclusive and binding on Tenant unless within ninety (90) days after the receipt of such statement Tenant notifies Landlord that Tenant disputes the correctness of such statement, specifying the particular respects in which the statement is claimed to be incorrect. Pending the determination of such dispute by agreement between Landlord and Tenant, Tenant shall, within thirty (30) days after receipt of such statement, pay the amounts set forth in such statement in accordance with such statement, and such payment shall be without prejudice to Tenant’s position. If such dispute exists and it is subsequently determined (whether with or without a review of Landlord’s books and records) that Tenant has paid amounts in excess of those then due and payable under this Lease, Landlord, at Landlord’s option, shall either apply such excess to an amount then payable or to become payable under this Lease or return such excess to Tenant. Landlord shall grant to an independent certified public accountant retained by Tenant reasonable access to Landlord’s books and records for the purpose of verifying Operating Expenses incurred by Landlord, at Tenant’s sole cost, provided that (a) Tenant is not in default under this Lease beyond the expiration of any applicable notice and cure period given to Tenant in this Lease, (b) neither Tenant nor Tenant’s employees or agents may divulge the contents of such books and records or the results of such examination to any third party, (c) Tenant provides to Landlord, at no cost, copies of any draft and final reports of such examination within five (5) business days after receipt by Tenant, and (d) Tenant has not examined such books and records within the immediately preceding twelve (12) month period; provided, however, that if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual Operating Expenses Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall reimburse Tenant for the reasonable charges of such accountant based on a commercially reasonable hourly charge (even if such accountant is actually paid on some other basis). Tenant may not hire such accountant on a contingency, percentage, bonus or similar basis, unless such accountant is nationally recognized, reputable and commercially reasonable in its approach. If as the result of such verification it is determined that Landlord has overcharged Tenant for Tenant’s Share of Operating Expenses, then the amount of the overcharge shall be credited against any amount payable or to become payable under this Lease.

Resolution of Disagreement. Every statement given to Tenant by Landlord under this Lease, including, without limitation, any statement given to Tenant pursuant to Paragraph 5.2, Section 4.3 shall be conclusive and binding on upon Tenant unless within ninety one hundred twenty (90120) days after the receipt of such statement Tenant notifies shall notify Landlord that Tenant it disputes the correctness thereof. During the period of 120 days after receipt of Landlord’s Statement, at Tenant’s sole cost and expense, Tenant’s certified public accountant which is not compensated on a contingency basis may, for the purpose of verifying the Common Area Expenses, inspect the records of the material reflected in Landlord’s Statement, including such statementmaterials and statements for previous years, specifying the particular respects in which the statement is claimed as applicable, at a reasonable time mutually-agreeable to be incorrect. Pending the determination of such dispute by agreement between Landlord and Tenant, Tenant shall, . The audit shall be concluded within thirty (30) days after receipt of the commencement of such statement, pay audit and Tenant shall provide Landlord with the amounts set forth in results of such statement in accordance with audit within sixty (60) days of the conclusion of such statement, and such payment shall be without prejudice to Tenant’s positionaudit. If such dispute exists and it is subsequently determined (whether with or without a review The parties recognize the confidential nature of Landlord’s books and records and hence agree that before Landlord shall afford Tenant’s certified public accountant reasonable access to Landlord’s books and records) that , including the copying of said material in order to complete a thorough analysis of the expenses, Tenant has paid amounts and its certified public accountant shall enter into a confidentiality agreement in excess of those then due form and payable under this Lease, substance reasonably satisfactory to Landlord, at whereby Tenant and its certified public accountant shall agree, as a condition precedent to their review of such books and records, not to disclose any of the information disclosed in connection with such review to any third party (subject to standard nondisclosure exceptions, including without limitation, disclosures ordered by a court or otherwise required to comply with applicable law). Failure of Tenant to challenge any item in Landlord’s optionStatement within one hundred twenty (120) days after Tenant’s receipt of Landlord’s Statement shall be construed as a waiver of Tenant’s right to challenge such item for such year and such determination shall be conclusive for both Landlord and Tenant. In the event Tenant’s audit of Landlord’s Statement discloses discrepancies, Tenant shall disclose the results of such audit to Landlord. Landlord shall have a period of thirty (30) days to review Tenant’s audit reports and determine if Landlord disputes such reports. If Landlord disputes the results of Tenant’s audit reports, Landlord shall give written notice of such disputes within such thirty (30) day period. Landlord and Tenant shall work in good faith to resolve any disagreements resulting from Tenant’s audit. If Landlord and Tenant cannot resolve such disputes within thirty (30) days of the date Landlord gives notice to Tenant of Landlord’s dispute, either apply such excess party may refer the decision of the issues raised, if any, to a reputable, nationally-recognized independent firm of certified public accountants selected by Landlord and approved by Tenant, which approval shall not be unreasonably withheld, conditioned or delayed. The selected firm shall be deemed to be acting as an amount then payable or to become payable under this Lease or return such excess to expert and not as an arbitrator, and a determination signed by the selected expert shall be final and binding on both Landlord and Tenant. Landlord shall grant to an independent certified public accountant retained by Tenant afford such accountants reasonable access to Landlord’s books and records for to the purpose of verifying Operating Expenses incurred by extent such accountants deem necessary in order to reach their decision. In connection therewith, Tenant and such accountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, at Tenant’s sole cost, provided that (a) Tenant is whereby such parties shall agree not to disclose any of the information disclosed in default under this Lease beyond the expiration of any applicable notice and cure period given to Tenant in this Lease, (b) neither Tenant nor Tenant’s employees or agents may divulge the contents of connection with such books and records or the results of such examination review to any third partyparty (subject to standard nondisclosure exceptions, (c) Tenant provides including without limitation, disclosures ordered by a court or otherwise required to comply with applicable law). Notwithstanding the foregoing, in the event such certified public accountant shall determine that Landlord, at no cost, copies of any draft and final reports of such examination within five (5) business days after receipt by Tenant, and (d) Tenant has not examined such books and records within the immediately preceding twelve (12) month period; provided, however, that if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual Operating Expenses Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall reimburse Tenant for the reasonable charges of such accountant based on a commercially reasonable hourly charge (even subject year or any previous years, if such accountant is actually paid on some other basis). Tenant may not hire such accountant on a contingencyapplicable, percentage, bonus or similar basis, unless such accountant is nationally recognized, reputable and commercially reasonable in its approach. If as the result of such verification it is determined that Landlord has overcharged Tenant for Tenant’s Share of Operating ExpensesCommon Area Expenses (and such determination is not successfully challenged by Landlord), then Landlord shall refund or credit to Tenant the amount of the overcharge shall be credited against any amount payable or to become payable under this Leaseovercharge.

Resolution of Disagreement. Every statement given to Tenant by Landlord under this Lease, including, without limitation, any statement given to Tenant pursuant to Paragraph 5.2, shall be conclusive and binding on Tenant unless within ninety (90) 29 days after the receipt of such statement Tenant notifies Landlord that Tenant disputes the correctness of such statement, specifying the particular respects in which the statement is claimed to be incorrect. Pending the determination of such dispute by agreement between Landlord and Tenant, Tenant 27 (but Landlord shall exert its best commercially reasonable efforts to do so on or before April 1st of the following Operating Year, but in no event later than May 1st of such Operating Year) 28 Tenant’s 29 forty-five (45) shall, within thirty (30) days after receipt of such statement, pay the amounts set forth in such statement in accordance with such statement, and such payment shall be without prejudice to Tenant’s position. If such dispute exists and it is subsequently determined (whether with or without a review of Landlord’s books and records) that Tenant has paid amounts in excess of those then due and payable under this Lease, Landlord, at Landlord’s 30 option, shall either apply such excess to an amount then payable or to become payable under this Lease or return such excess to Tenant. Tenant.31 Landlord shall grant to an independent certified public accountant retained by Tenant reasonable access to Landlord’s books and records for the purpose of verifying Operating Expenses incurred by Landlord, at Tenant’s sole cost, provided that (a) Tenant cost32. 30 Tenant’s 31 If such dispute is not in default under this Lease beyond resolved between Landlord and Tenant within sixty (60) days after Tenant notifies Landlord that Tenant disputes the expiration of any applicable notice and cure period given to Tenant in this Lease, (b) neither Tenant nor Tenant’s employees or agents may divulge the contents correctness of such books and records or the results of such examination to any third party, (c) Tenant provides to Landlordstatement, at no cost, copies the request of any draft and final reports of such examination within five (5) business days after receipt by either Landlord or Tenant, such dispute shall be resolved by an independent certified public accountant, whose decision shall be binding. Landlord and (d) Tenant has not examined Tenant, acting reasonably and in good faith, shall mutually select, and equally share the cost of, such books and records within accountant, subject to the provision in the immediately preceding twelve (12) month periodfollowing sentence. 32 ; provided, however, that if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual Operating Expenses Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall reimburse Tenant for the reasonable charges of such accountant based on a commercially reasonable hourly charge (even if such accountant is actually paid on some other basis)accountant. Tenant may not hire such accountant on a contingency, percentage, bonus or similar contingency basis, unless such accountant is nationally recognized, reputable and commercially reasonable in its approach. If as the result of such verification it is determined that Landlord has overcharged Tenant for Tenant’s Share of Operating Expenses, then the amount of the overcharge shall be credited against any amount payable or to become payable under this Lease.

Resolution of Disagreement. Every statement given to Tenant by Landlord under this Lease, including, without limitation, any statement given to Tenant pursuant to Paragraph 5.2, shall be conclusive and binding on Tenant unless within ninety (90) within21 days after the receipt of such statement Tenant notifies Landlord that Tenant disputes the correctness of such statement, specifying the particular respects in which the statement is claimed to be incorrect. Pending the determination of such dispute by agreement between Landlord and Tenant, Tenant shall, within thirty (30) days after receipt of such statement, pay the amounts set forth in such statement in accordance with such statement, and such payment shall be without prejudice to Tenant’s position. If such dispute exists and it is subsequently determined (whether with or without a review of Landlord’s books and records) that Tenant has paid amounts in excess of those then due and payable under this Lease, Landlord, at Landlord’s 22 option, shall either apply such excess to an amount then payable or to become payable under this Lease or return such excess to Tenant. Tenant.23 Landlord shall grant to an independent certified public accountant retained by Tenant reasonable access to Landlord’s books and records for the purpose of verifying Operating Expenses incurred by Landlord, at Tenant’s sole cost, provided that cost24. 21 forty-five (a45) Tenant 22 Tenant’s 23 If such dispute is not in default under this Lease beyond resolved between Landlord and Tenant within sixty (60) days after Tenant notifies Landlord that Tenant disputes the expiration of any applicable notice and cure period given to Tenant in this Lease, (b) neither Tenant nor Tenant’s employees or agents may divulge the contents correctness of such books and records or the results of such examination to any third party, (c) Tenant provides to Landlordstatement, at no cost, copies the request of any draft and final reports of such examination within five (5) business days after receipt by either Landlord or Tenant, such dispute shall be resolved by an independent certified public accountant, whose decision shall be binding. Landlord and (d) Tenant has not examined Tenant, acting reasonably and in good faith, shall mutually select, and equally share the cost of, such books and records within accountant, subject to the proviso in the immediately preceding twelve (12) month periodfollowing sentence. 24 ; provided, however, that if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual Operating Expenses Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall reimburse Tenant for the reasonable charges of such accountant based on a commercially reasonable hourly charge (even if such accountant is actually paid on some other basis)accountant. Tenant may not hire such accountant on a contingency, percentage, bonus or similar contingency basis, unless such accountant is nationally recognized, reputable and commercially reasonable in its approach. If as the result of such verification it is determined that Landlord has overcharged Tenant for Tenant’s Share of Operating Expenses, then the amount of the overcharge shall be credited against any amount payable or to become payable under this Lease.

Resolution of Disagreement. Every statement given to Tenant by Landlord under this Lease, including, without limitation, any statement given to Tenant pursuant to Paragraph 5.2, shall be conclusive and binding on Tenant unless within ninety (90) 21 days after the receipt of such statement Tenant notifies Landlord that Tenant disputes the correctness of such statement, specifying the particular respects in which the statement is claimed to be incorrect. Pending the determination of such dispute by agreement between Landlord and Tenant, Tenant shall, within thirty (30) days after receipt of such statement, pay the amounts set forth in such statement in accordance with such statement, and such payment shall be without prejudice to Tenant’s position. If such dispute exists and it is subsequently determined (whether with or without a review of Landlord’s books and records) that Tenant has paid amounts in excess of those then due and payable under this Lease, Landlord, at Landlord’s 22 option, shall either apply such excess to an amount then payable or to become payable under this Lease or return such excess to Tenant. Tenant,23 Landlord shall grant to an independent certified public accountant retained by Tenant reasonable access to Landlord’s books and records for the purpose of verifying Operating Expenses incurred by Landlord, at Tenant’s sole cost, provided that cost24. 21 forty-five (a45) Tenant 22 Tenant’s 23 If such dispute is not in default under this Lease beyond resolved between Landlord and Tenant within sixty (60) days after Tenant notifies Landlord that Tenant disputes the expiration of any applicable notice and cure period given to Tenant in this Lease, (b) neither Tenant nor Tenant’s employees or agents may divulge the contents correctness of such books and records or the results of such examination to any third party, (c) Tenant provides to Landlordstatement, at no cost, copies the request of any draft and final reports of such examination within five (5) business days after receipt by either Landlord or Tenant, such dispute shall be resolved by an independent certified public accountant, whose decision shall be binding. Landlord and (d) Tenant has not examined Tenant, acting reasonably and in good faith, shall mutually select, and equally share the cost of, such books and records within accountant, subject to the proviso in the immediately preceding twelve (12) month period; provided, however, that if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual Operating Expenses Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall reimburse Tenant for the reasonable charges of such accountant based on a commercially reasonable hourly charge (even if such accountant is actually paid on some other basis). Tenant may not hire such accountant on a contingency, percentage, bonus or similar basis, unless such accountant is nationally recognized, reputable and commercially reasonable in its approach. If as the result of such verification it is determined that Landlord has overcharged Tenant for Tenant’s Share of Operating Expenses, then the amount of the overcharge shall be credited against any amount payable or to become payable under this Leasefollowing sentence.

Resolution of Disagreement. Every statement given to Tenant by Landlord under this Lease, including, without limitation, any statement given to Tenant pursuant to Paragraph 5.2, shall be conclusive and binding on Tenant unless within ninety (90) within21 days after the receipt of such statement Tenant notifies Landlord that Tenant disputes the correctness of such statement, specifying the particular respects in which the statement is claimed to be incorrect. Pending the determination of such dispute by agreement between Landlord and Tenant, Tenant shall, within thirty (30) days after receipt of such statement, pay the amounts set forth in such statement in accordance with such statement, and such payment shall be without prejudice to Tenant’s position. If such dispute exists and it is subsequently determined (whether with or without a review of Landlord’s books and records) that Tenant has paid amounts in excess of those then due and payable under this Lease, LandlordXxxxxxxx, at Landlord’s xx00 option, shall either apply such excess to an amount then payable or to become payable under this Lease or return such excess to Tenant. Tenant.23 Landlord shall grant to an independent certified public accountant retained by Tenant reasonable access to Landlord’s books and records for the purpose of verifying Operating Expenses incurred by Landlord, at Tenant’s sole cost, provided that cost24. 21 forty-five (a45) Tenant 22 Tenant’s 23 If such dispute is not in default under this Lease beyond resolved between Landlord and Tenant within sixty (60) days after Tenant notifies Landlord that Tenant disputes the expiration of any applicable notice and cure period given to Tenant in this Lease, (b) neither Tenant nor Tenant’s employees or agents may divulge the contents correctness of such books and records or the results of such examination to any third party, (c) Tenant provides to Landlordstatement, at no cost, copies the request of any draft and final reports of such examination within five (5) business days after receipt by either Landlord or Tenant, such dispute shall be resolved by an independent certified public accountant, whose decision shall be binding. Landlord and (d) Tenant has not examined Tenant, acting reasonably and in good faith, shall mutually select, and equally share the cost of, such books and records within accountant, subject to the proviso in the immediately preceding twelve (12) month periodfollowing sentence. 24 ; provided, however, that if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual Operating Expenses Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall reimburse Tenant for the reasonable charges of such accountant based on a commercially reasonable hourly charge (even if such accountant is actually paid on some other basis)accountant. Tenant may not hire such accountant on a contingency, percentage, bonus or similar contingency basis, unless such accountant is nationally recognized, reputable and commercially reasonable in its approach. If as the result of such verification it is determined that Landlord has overcharged Tenant for Tenant’s Share of Operating Expenses, then the amount of the overcharge shall be credited against any amount payable or to become payable under this Lease.