Review and Audit. (a) Each of Landlord and Tenant shall retain one of the Big Six Firms, and may also retain another local public accounting firm ("Local Firm") to joint venture with the Big Six Firm, to perform audits and accounting work for Landlord and Tenant (the "Accepted Auditor"). If Landlord retains a Local Firm together with a Big Six Firm, both firms shall certify in writing to Landlord that they do not have any conflicts of interest. If all of the Big Six Firms have a conflict of interest, Landlord may select its Accepted Auditor from among the ten (10) largest public accounting firms. Three (3) years after the Casino Opening Date, a Local Firm may be chosen as Landlord's Accepted Auditor without the involvement of a Big Six Firm if the Local Firm has gained sufficient experience and knowledge to adequately and professionally conduct the audits and accounting work. (b) So as to allow Landlord sufficient time to make preparations to conduct Landlord's Audit (defined below), Tenant shall provide Landlord with prompt written notice prior to the time Tenant's duly appointed Accepted Auditor will be performing its annual audit or review functions (the "Annual Audit"). Landlord's duly appointed Accepted Auditor shall have the right, during the process of the Annual Audit, whensoever the same occurs and during normal business hours, after reasonable written notice to Tenant and to the Casino Manager/Operator that Landlord's Accepted Auditor will be participating with Tenant's Accepted Auditor, to independently examine, audit, inspect and transcribe the Books and Records of Tenant and the Casino Manager/Operator (the "Landlord's Audit"). Tenant shall make available Books and Records of the Casino Manager/Operator for the aforesaid purpose. Notwithstanding the foregoing, Landlord's Accepted Auditor shall not have the right to examine, audit, inspect or transcribe (i) any customer records or (ii) any Books and Records or information that Tenant is required by law not to disclose. Tenant shall be required, however, to provide Books and Records and information to Landlord's Accepted Auditor for a review and audit in accordance with GAAP, including information that is reasonably sufficient to confirm the calculation of net credit. In addition, if Tenant so desires, it may retain another Accepted Auditor to do a second audit (the "Second Audit"). This firm shall also be required to use GAAP. The Second Audit must be commenced within thirty (30) days after Landlord advises Tenant of the results of Landlord's Audit and completed within ninety (90) days thereafter. If, upon completion of the Annual Audit, (i) Landlord's Audit shows that Gross Gaming Revenues and Gross Non-Gaming Revenues, in the aggregate, have been understated by two percent (2%) or more over a period of a Full Fiscal Year and Tenant does not elect to have a Second Audit performed or (ii) any Second Audit shows that Gross Gaming Revenues and Gross Non-Gaming Revenues, in the aggregate, have been understated by two percent (2%) or more over a period of a Full Fiscal Year, Tenant shall pay to Landlord within thirty (30) days after demand the actual cost to Landlord of Landlord's Audit for such Fiscal Year. If Landlord's Audit shows that Gross Gaming Revenues and Gross Non-Gaming Revenues, in the aggregate, have been understated by two percent (2%) or more over a period of a Full Fiscal Year and any Second Audit shows that such understatement is less than two percent (2%) over a period of a Full Fiscal Year, Tenant shall only pay to Landlord the actual cost to Landlord of Landlord's Audit for such Fiscal Year if a court of competent jurisdiction determines that Gross Gaming Revenues and Gross Non-Gaming Revenues, in the aggregate, have been understated by two percent (2%) or more over the Full Fiscal Year at issue. Notwithstanding the foregoing, and without limiting any of Landlord's rights under this Lease, if Landlord's Audit or any Second Audit shows that Gross Gaming Revenues and Gross Non-Gaming Revenues have, in the aggregate, have been understated or overstated over a period of a Full Fiscal Year, thereafter during the next succeeding Fiscal Year, Landlord may conduct independent audits, through its Accepted Auditor, at times other than during the Annual Audit upon reasonable written notice and during normal business hours. (c) Notwithstanding anything to the contrary in this Lease, following five (5) Business Days’ advance written notice from Landlord to Tenant, Landlord shall have the right (through its employees or agents or through outside auditors, accountants attorneys or other consultants) to examine, audit, inspect, copy or transcribe the Books and Records of Tenant and the Casino Manager/Operator, and any other reasonably requested financial information pertaining to the calculation of Rent, the calculation of the Additional Charges, or Tenant's or Casino Manager/Operator's performance of any other obligation under this Lease, at Tenant’s offices; provided however, (x) Landlord shall not have the right to examine, audit, inspect or transcribe (i) any customer records or (ii) any Books and Records or information that Tenant is required by law not to disclose and (y) Landlord shall keep all information examined, audited and inspected by Landlord in accordance with this Section 14.3(c) confidential and treat such information as confidential in accordance with Section 14.4 of this Lease. (d) From and after consummation of the VICI Sale-Leaseback Transaction, all references in this Section 14.3 to Tenant are deemed to refer to Casino Subtenant.
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Review and Audit. (a) Each of Landlord and Tenant shall retain one of the Big Six Firms, and may also retain another local public accounting firm ("Local Firm") to joint venture with the Big Six Firm, to perform audits and accounting work for Landlord and Tenant Tenant, respectively (the "Accepted Auditor"). If Landlord retains a Local Firm together with a Big Six Firm, both firms shall certify in writing to Landlord that they do not have any conflicts of interest. If all of the Big Six Firms have a conflict of interest, Landlord may select its Accepted Auditor from among the ten (10) largest public accounting firms. Three (3) years after the Casino Opening Date, a Local Firm may be chosen as Landlord's Accepted Auditor without the involvement of a Big Six Firm if the Local Firm has gained sufficient experience and knowledge to adequately and professionally conduct the audits and accounting work.
(b) So as to allow Landlord sufficient time to make preparations to conduct Landlord's Audit (defined below), Tenant shall provide notify Landlord with prompt written notice in writing at least twenty (20) days prior to the time Tenant's duly appointed Accepted Auditor will be performing its annual audit or review functions (the "Annual Audit"). Landlord's duly appointed Accepted Auditor Auditor, shall have the right, during the process of the Annual Audit, 149 whensoever the same occurs and during normal business hours, after reasonable written notice to Tenant and to the Casino Manager/Operator that Landlord's Accepted Auditor will be participating with Tenant's Accepted Auditor, to independently examine, audit, inspect and transcribe the Books and Records of Tenant and the Casino Manager/Operator (the "Landlord's Audit"). Tenant shall make available Books and Records of the Casino Manager/Operator for the aforesaid purpose. Notwithstanding the foregoing, Landlord's Accepted Auditor shall not have the right to examine, audit, inspect or transcribe (i) any customer records or (ii) any Books and Records or information that Tenant is required by law not to disclose. Tenant shall be required, however, to provide Books and Records and information to Landlord's Accepted Auditor for a review and audit in accordance with GAAP, including information that is reasonably sufficient to confirm the calculation of net credit. In addition, if Tenant so desires, it may retain another Accepted Auditor to do a second audit (the "Second Audit"). This firm shall also be required to use GAAP. The Second Audit must be commenced within thirty (30) days after Landlord advises Tenant of the results of Landlord's Audit and completed within ninety (90) days thereafter. If, upon completion of the Annual Audit, (i) Landlord's Audit shows that Gross Gaming Revenues and Gross Non-Gaming Revenues, in the aggregate, have been understated by two 150 percent (2%) or more over a period of a Full full Fiscal Year and Tenant does not elect to have a Second Audit performed or (ii) any Second Audit shows that Gross Gaming Revenues and Gross Non-Gaming Revenues, in the aggregate, have been understated by two percent (2%) or more over a period of a Full full Fiscal Year, Tenant shall pay to Landlord within thirty (30) days after demand the actual cost to Landlord of Landlord's Audit for such Fiscal Year. If Landlord's Audit shows that Gross Gaming Revenues and Gross Non-Gaming Revenues, in the aggregate, have been understated by two percent (2%) or more over a period of a Full full Fiscal Year and any Second Audit shows that such understatement is less than two percent (2%) over a period of a Full full Fiscal Year, Tenant shall only pay to Landlord the actual cost to Landlord of Landlord's Audit for such Fiscal Year if a court of competent jurisdiction determines that Gross Gaming Revenues and Gross Non-Gaming Revenues, in the aggregate, have been understated by two percent (2%) or more over the Full full Fiscal Year at issue. Notwithstanding the foregoing, and without limiting any of Landlord's rights under this Lease, if Landlord's Audit or any Second Audit shows that Gross Gaming Revenues and Gross Non-Gaming Revenues haveRevenues, in the aggregate, have been understated or overstated over a period of a Full full Fiscal Year, thereafter thereafter, during the next succeeding Fiscal Year, Landlord may conduct independent audits, through its 151 Accepted Auditor, at times other than during the Annual Audit upon reasonable written notice and during normal business hours.
(c) Notwithstanding anything to the contrary in this Lease, following five (5) Business Days’ advance written notice from Landlord to Tenant, Landlord shall have the right (through its employees or agents or through outside auditors, accountants attorneys or other consultants) to examine, audit, inspect, copy or transcribe the Books and Records of Tenant and the Casino Manager/Operator, and any other reasonably requested financial information pertaining to the calculation of Rent, the calculation of the Additional Charges, or Tenant's or Casino Manager/Operator's performance of any other obligation under this Lease, at Tenant’s offices; provided however, (x) Landlord shall not have the right to examine, audit, inspect or transcribe (i) any customer records or (ii) any Books and Records or information that Tenant is required by law not to disclose and (y) Landlord shall keep all information examined, audited and inspected by Landlord in accordance with this Section 14.3(c) confidential and treat such information as confidential in accordance with Section 14.4 of this Lease.
(d) From and after consummation of the VICI Sale-Leaseback Transaction, all references in this Section 14.3 to Tenant are deemed to refer to Casino Subtenant.
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Samples: Lease Agreement (JCC Holding Co)
Review and Audit. (a) Each of Landlord and Tenant shall retain one of the Big Six Firms, and may also retain another local public accounting firm ("Local Firm") to joint venture with the Big Six Firm, to perform audits and accounting work for Landlord and Tenant (the "Accepted Auditor"). If Landlord retains a Local Firm together with a Big Six Firm, both firms shall certify in writing to Landlord that they do not have any conflicts of interest. If all of the Big Six Firms have a conflict of interest, Landlord may select its Accepted Auditor from among the ten (10) largest public accounting firms. Three (3) years after the Casino Opening Date, a Local Firm may be chosen as Landlord's Accepted Auditor without the involvement of a Big Six Firm if the Local Firm has gained sufficient experience and knowledge to adequately and professionally conduct the audits and accounting work.
(b) So as to allow Landlord sufficient time to make preparations to conduct Landlord's Audit (defined below), Tenant shall provide Landlord with prompt written notice prior to the time Tenant's duly appointed Accepted Auditor will be performing its annual audit or review functions (the "Annual Audit"). Landlord's duly appointed Accepted Auditor shall have the right, during the process of the Annual Audit, whensoever the same occurs and during normal business hours, after reasonable written notice to Tenant and to the Casino Manager/Operator that Landlord's Accepted Auditor will be participating with Tenant's Accepted Auditor, to independently examine, audit, inspect and transcribe the Books and Records of Tenant and the Casino Manager/Operator (the "Landlord's Audit"). Tenant shall make available Books and Records of the Casino Manager/Operator for the aforesaid purpose. Notwithstanding the foregoing, Landlord's Accepted Auditor shall not have the right to examine, audit, inspect or transcribe (i) any customer records or (ii) any Books and Records or information that Tenant is required by law not to disclose. Tenant shall be required, however, to provide Books and Records and information to Landlord's Accepted Auditor for a review and audit in accordance with GAAP, including information that is reasonably sufficient to confirm the calculation of net credit. In addition, if Tenant so desires, it may retain another Accepted Auditor to do a second audit (the "Second Audit"). This firm shall also be required to use GAAP. The Second Audit must be commenced within thirty (30) days after Landlord advises Tenant of the results of Landlord's Audit and completed within ninety (90) days thereafter. If, upon completion of the Annual Audit, (i) Landlord's Audit shows that Gross Gaming Revenues and Gross Non-Gaming Revenues, in the aggregate, have been understated by two percent (2%) or more over a period of a Full Fiscal Year and Tenant does not elect to have a Second Audit performed or (ii) any Second Audit shows that Gross Gaming Revenues and Gross Non-Gaming Revenues, in the aggregate, have been understated by two percent (2%) or more over a period of a Full Fiscal Year, Tenant shall pay to Landlord within thirty (30) days after demand the actual cost to Landlord of Landlord's Audit for such Fiscal Year. If Landlord's Audit shows that Gross Gaming Revenues and Gross Non-Gaming Revenues, in the aggregate, have been understated by two percent (2%) or more over a period of a Full Fiscal Year and any Second Audit shows that such understatement is less than two percent (2%) over a period of a Full Fiscal Year, Tenant shall only pay to Landlord the actual cost to Landlord of Landlord's Audit for such Fiscal Year if a court of competent jurisdiction determines that Gross Gaming Revenues and Gross Non-Gaming Revenues, in the aggregate, have been understated by two percent (2%) or more over the Full Fiscal Year at issue. Notwithstanding the foregoing, and without limiting any of Landlord's rights under this Lease, if Landlord's Audit or any Second Audit shows that Gross Gaming Revenues and Gross Non-Gaming Revenues have, in the aggregate, have been understated or overstated over a period of a Full Fiscal Year, thereafter during the next succeeding Fiscal Year, Landlord may conduct independent audits, through its Accepted Auditor, at times other than during the Annual Audit upon reasonable written notice and during normal business hours.
(c) Notwithstanding anything to the contrary in this Lease, following five (5) Business Days’ advance written notice from Landlord to Tenant, Landlord shall have the right (through its employees or agents or through outside auditors, accountants attorneys or other consultants) to examine, audit, inspect, copy or transcribe the Books and Records of Tenant and the Casino Manager/Operator, and any other reasonably requested financial information pertaining to the calculation of Rent, the calculation of the Additional Charges, or Tenant's or Casino Manager/Operator's performance of any other obligation under this Lease, at Tenant’s offices; provided however, (x) Landlord shall not have the right to examine, audit, inspect or transcribe (i) any customer records or (ii) any Books and Records or information that Tenant is required by law not to disclose and (y) Landlord shall keep all information examined, audited and inspected by Landlord in accordance with this Section 14.3(c) confidential and treat such information as confidential in accordance with Section 14.4 of this Lease.
(d) From and after consummation of the VICI Sale-Leaseback Transaction, all references in this Section 14.3 to Tenant are deemed to refer to Casino Subtenant.this
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Review and Audit. The Seller shall have sixty (a60) Each of Landlord and Tenant shall retain one calendar days following the delivery of the Big Six FirmsEarnout Certificate to conduct an audit of the records of the Company and Buyer that are relevant to the Earnout Performance to verify the calculation of the Earnout Performance as set forth in the Earnout Certificate, and may also retain another local public to deliver written notice to Buyer of any dispute regarding the calculation of the Earnout Performance (an "Earnout Dispute Notice"), with such audit to be conducted during reasonable hours and without material interference with the Buyer's or the Company's normal conduct of business. The Earnout Dispute Notice shall state with specificity the deficiencies asserted by the Seller with respect to the Buyer's asserted Earnout Performance (including the amount asserted by the Seller to be correct). Unless the Seller delivers to the Buyer an Earnout Dispute Notice during such sixty (60) calendar day period, the Earnout Performance shall become binding on the Buyer and Seller at the end of such sixty (60) calendar day period. If the Seller delivers an Earnout Dispute Notice during such sixty (60) calendar day period, Seller and Buyer shall then use their reasonable efforts for fifteen (15) calendar days after the receipt by Buyer of such Earnout Dispute Notice to resolve, settle and agree upon the amount of the Earnout Performance. Upon such settlement and agreement, if any, the Earnout Performance as agreed upon shall become binding on Buyer and Seller. If the Seller and Buyer cannot agree upon all the proposed adjustments to the Earnout Performance during such fifteen (15) calendar period, each unresolved proposed adjustment shall thereafter be promptly be submitted for resolution to a mutually agreeable independent accounting firm ("Local Firm") to joint venture with excluding all accounting firms engaged by the Big Six FirmSeller, to perform audits and accounting work for Landlord and Tenant (Buyer or any of their affiliates during the "Accepted Auditor"three preceding years). If Landlord retains a Local Firm together with a Big Six FirmThe Seller and Buyer will each furnish to such accounting firm such work papers, both firms shall certify in writing schedules and other documentation relating to Landlord that they do not have any conflicts of interestthe unresolved adjustments as the accounting firm may reasonably request. If all The decision of the Big Six Firms have a conflict accounting firm shall be based solely upon presentations by the Seller and Buyer, and not on any independent investigation or research, and shall be binding upon the Seller and the Buyer. The parties will instruct the accounting firm to deliver its written determination of interest, Landlord may select its Accepted Auditor from among the ten (10) largest public accounting firms. Three (3) years after the Casino Opening Date, a Local Firm may be chosen as Landlord's Accepted Auditor without the involvement of a Big Six Firm if the Local Firm has gained sufficient experience and knowledge to adequately and professionally conduct the audits and accounting work.
(b) So as to allow Landlord sufficient time to make preparations to conduct Landlord's Audit (defined below), Tenant shall provide Landlord disputed issues with prompt written notice prior respect to the time Tenant's duly appointed Accepted Auditor will be performing its annual audit or review functions (the "Annual Audit"). Landlord's duly appointed Accepted Auditor shall have the right, during the process of the Annual Audit, whensoever the same occurs and during normal business hours, after reasonable written notice to Tenant and to the Casino Manager/Operator that Landlord's Accepted Auditor will be participating with Tenant's Accepted Auditor, to independently examine, audit, inspect and transcribe the Books and Records of Tenant and the Casino Manager/Operator (the "Landlord's Audit"). Tenant shall make available Books and Records of the Casino Manager/Operator for the aforesaid purpose. Notwithstanding the foregoing, Landlord's Accepted Auditor shall not have the right to examine, audit, inspect or transcribe (i) any customer records or (ii) any Books and Records or information that Tenant is required by law not to disclose. Tenant shall be required, however, to provide Books and Records and information to Landlord's Accepted Auditor for a review and audit in accordance with GAAP, including information that is reasonably sufficient to confirm the calculation of net credit. In addition, if Tenant so desires, it may retain another Accepted Auditor to do a second audit (the "Second Audit"). This firm shall also be required to use GAAP. The Second Audit must be commenced Earnout Performance within thirty (30) calendar days after Landlord advises Tenant from the date of such presentations. The fees and expenses of the results of Landlord's Audit and completed within ninety (90) days thereafteraccounting firm shall be borne by the party whose asserted Earnout Performance most deviates from that determined by the dispute resolution process. If, upon completion of The binding Earnout Performance is referred to herein as the Annual Audit, (i) Landlord's Audit shows that Gross Gaming Revenues and Gross Non-Gaming Revenues, in the aggregate, have been understated by two percent (2%) or more over a period of a Full Fiscal Year and Tenant does not elect to have a Second Audit performed or (ii) any Second Audit shows that Gross Gaming Revenues and Gross Non-Gaming Revenues, in the aggregate, have been understated by two percent (2%) or more over a period of a Full Fiscal Year, Tenant shall pay to Landlord within thirty (30) days after demand the actual cost to Landlord of Landlord's Audit for such Fiscal Year. If Landlord's Audit shows that Gross Gaming Revenues and Gross Non-Gaming Revenues, in the aggregate, have been understated by two percent (2%) or more over a period of a Full Fiscal Year and any Second Audit shows that such understatement is less than two percent (2%) over a period of a Full Fiscal Year, Tenant shall only pay to Landlord the actual cost to Landlord of Landlord's Audit for such Fiscal Year if a court of competent jurisdiction determines that Gross Gaming Revenues and Gross Non-Gaming Revenues, in the aggregate, have been understated by two percent (2%) or more over the Full Fiscal Year at issue. Notwithstanding the foregoing, and without limiting any of Landlord's rights under this Lease, if Landlord's Audit or any Second Audit shows that Gross Gaming Revenues and Gross Non-Gaming Revenues have, in the aggregate, have been understated or overstated over a period of a Full Fiscal Year, thereafter during the next succeeding Fiscal Year, Landlord may conduct independent audits, through its Accepted Auditor, at times other than during the Annual Audit upon reasonable written notice and during normal business hours"Final Earnout Performance.
(c) Notwithstanding anything to the contrary in this Lease, following five (5) Business Days’ advance written notice from Landlord to Tenant, Landlord shall have the right (through its employees or agents or through outside auditors, accountants attorneys or other consultants) to examine, audit, inspect, copy or transcribe the Books and Records of Tenant and the Casino Manager/Operator, and any other reasonably requested financial information pertaining to the calculation of Rent, the calculation of the Additional Charges, or Tenant's or Casino Manager/Operator's performance of any other obligation under this Lease, at Tenant’s offices; provided however, (x) Landlord shall not have the right to examine, audit, inspect or transcribe (i) any customer records or (ii) any Books and Records or information that Tenant is required by law not to disclose and (y) Landlord shall keep all information examined, audited and inspected by Landlord in accordance with this Section 14.3(c) confidential and treat such information as confidential in accordance with Section 14.4 of this Lease.
(d) From and after consummation of the VICI Sale-Leaseback Transaction, all references in this Section 14.3 to Tenant are deemed to refer to Casino Subtenant."
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