Common use of Tenant Audit Rights Clause in Contracts

Tenant Audit Rights. Provided that Tenant is not in default beyond the expiration of any applicable notice and cure period, Tenant shall have the right to audit the books, records and computations of Landlord relative to Operating Costs, provided that: (i) Tenant gives Landlord thirty (30) days prior written notice of its intent to audit; (ii) the audit occurs during Landlord’s normal business hours and in Landlord’s principal offices within the metropolitan Boston, Massachusetts, area; (iii) Tenant may audit said books and records once with respect to each calendar year; (iv) Tenant may only conduct the audit of a calendar year’s books and records if Tenant gives Landlord notice of intent to audit within one hundred twenty (120) days after receipt of the final statement for such calendar year; (v) the auditor shall not be compensated on a contingency basis; (vi) Tenant provides Landlord a copy of the auditor’s report; and (vii) the auditor agrees to execute a confidentiality agreement with respect to such audit. Tenant agrees to use reasonable efforts to keep all of the information obtained through said audit, as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit, held in strict confidence by Tenant and Tenant’s officers, agents and employees, and Tenant also agrees to use reasonable, good faith efforts to cause such information not to be revealed in any manner to any person (other than Tenant’s accountants, attorneys, officers, agents and employees) except upon the written consent of Landlord, which consent may be withheld in Landlord’s sole discretion, unless such disclosure is required pursuant to any litigation or other dispute resolution between Landlord and Tenant materially related to the facts disclosed by such audit, or otherwise required by law. The right of audit provided in this Section shall not be construed as postponing or delaying any payment of Rent or Additional Rent provided for herein. If a Tenant audit demonstrates that Tenant has overpaid Operating Costs for any calendar year, the amount of any such overpayment shall be applied as a credit against the next succeeding payments of Tenant’s Proportionate Share of Operating Costs payable hereunder until such credit is exhausted. If the term of this Lease shall expire or otherwise be terminated (other than upon an Event of Default) before such credit is so applied, Landlord shall pay to Tenant the remaining balance of such overpayment amount within thirty (30) days after the expiration or earlier termination of the term hereof. If a Tenant audit demonstrates that Tenant has underpaid Operating Costs for any calendar year, Tenant shall pay to Landlord the amount of such underpayment within thirty (30) days after delivery of the report of such audit to Landlord as Additional Rent.

Tenant Audit Rights. Provided that Landlord shall provide to Tenant is not reasonable detail of the calculations of the Project Expenses each year in default beyond accordance with the expiration applicable provisions of any applicable notice and cure period, the Lease. Tenant shall have the right right, at its own cost and expense, to audit or inspect Landlord's detailed records no more often than once every two (2) years with respect to Project Expenses for the booksimmediately preceding Expense Year, provided, however, that any such examination or audit may not be conducted by any auditor whose compensation is in any way commission based or on a contingency fee basis, must be conducted by a certified public accountant, the results of which must remain confidential, and further provided that any such examination shall be at Tenant's sole cost and expense, except as otherwise provided herein. Tenant shall utilize, and cause to be utilized accounting records and computations procedures for the preceding Expense Year conforming to generally accepted accounting principles with respect to all of the Project Expenses for such Expense Year. Tenant shall give Landlord relative to Operating Costs, provided that: (i) Tenant gives Landlord not less than thirty (30) days prior written notice of its intent desire to conduct any such audit; (ii) the audit occurs during Landlord’s normal business hours , and in Landlord’s principal offices within the metropolitan Boston, Massachusetts, area; (iii) Tenant may audit said books and records once with respect such notice must be given to each calendar year; (iv) Tenant may only conduct the audit of a calendar year’s books and records if Tenant gives Landlord notice of intent to audit within one hundred twenty (120) days after Xxxxxx's receipt of the final statement for applicable Statement. If, within such calendar year; one hundred twenty (v120) day period, Tenant does not give Landlord written notice stating in reasonable detail any reasonable objection to the auditor applicable Statement, Tenant shall not be compensated on a contingency basis; (vi) deemed to have approved such Statement in all respects. Landlord shall cooperate with Tenant provides Landlord a copy during the course of the auditor’s report; and (vii) the auditor agrees to execute a confidentiality agreement with respect to such audit, which shall be conducted during normal business hours in Landlord's Building management office, but in no event shall such audit last more than two (2) business days in duration. Tenant agrees Landlord shall make such records available to use reasonable efforts to keep all Tenant, Tenant's employees and agents, for inspection during normal business hours. The results of the information obtained through said such audit, as well as any compromisereasonably determined by both parties, settlement, or adjustment reached between shall be binding upon Landlord and Tenant. If such audit concludes that the amount paid by Xxxxxx as Xxxxxx's Share of Project Expenses has been overstated by more than seven (7%), then, in addition to immediately repaying such overpayment to Tenant, Landlord shall also pay the costs incurred by Tenant relative in connection with such audit, but in no event to exceed Three Thousand Dollars ($3,000). In the event Landlord disputes the conclusion of such audit, Landlord may retain its own auditors to examine the aspects of such audit which it disputes. If the results of any such audit conducted by Landlord are in conflict with the results of Xxxxxx's audit, held in strict confidence by Tenant and Tenant’s officers, agents and employees, and Tenant also agrees if the parties are unable to use reasonable, good faith efforts to cause resolve such information not to be revealed in any manner to any person (other than Tenant’s accountants, attorneys, officers, agents and employees) except upon the written consent of Landlord, which consent may be withheld in Landlord’s sole discretion, unless such disclosure is required pursuant to any litigation or other dispute resolution between Landlord and Tenant materially related to the facts disclosed by such audit, or otherwise required by law. The right of audit provided in this Section shall not be construed as postponing or delaying any payment of Rent or Additional Rent provided for herein. If a Tenant audit demonstrates that Tenant has overpaid Operating Costs for any calendar year, the amount of any such overpayment shall be applied as a credit against the next succeeding payments of Tenant’s Proportionate Share of Operating Costs payable hereunder until such credit is exhausted. If the term of this Lease shall expire or otherwise be terminated (other than upon an Event of Default) before such credit is so applied, Landlord shall pay to Tenant the remaining balance of such overpayment amount conflict within thirty (30) days after the expiration or earlier termination of receipt of the term hereofresults of Landlord's audit, the parties shall submit the results to a third (3rd) auditor, who is mutually acceptable to each of Landlord and Tenant and who is a certified public accountant and whose compensation is split evenly between Landlord and Tenant. If a Tenant audit demonstrates that Tenant has underpaid Operating Costs for any calendar year, Tenant shall pay to Landlord the amount The findings of such underpayment within thirty third (303rd) days after delivery of the report of such audit to auditor shall be dispositive as between Landlord as Additional Rentand Tenant and shall remain confidential.

Tenant Audit Rights. Provided that Tenant is not After receiving for any year during the Term the annual statement described in default beyond the expiration of any applicable notice and cure periodSection 9.2, Tenant shall have the right to inspect or audit the books, Landlord's records and computations of Landlord relative relating to Operating CostsExpenses and Taxes for the period of time covered by such statement (and, provided that: (i) Tenant gives Landlord thirty (30) days prior written notice of its intent to audit; (ii) the audit occurs during Landlord’s normal business hours and in Landlord’s principal offices within the metropolitan Boston, Massachusetts, area; (iii) Tenant may audit said books and records once with respect to each calendar year; Tenant's first audit, for the Base Year) in accordance with the following provisions. If Tenant fails to object to the calculation of Operating Expenses and/or Taxes on such a statement within ninety (iv) Tenant may only conduct the audit of a calendar year’s books and records if Tenant gives Landlord notice of intent to audit within one hundred twenty (12090) days after receipt of the final statement has been delivered to Tenant, then, except for the limited refunds permitted by this Section, Tenant shall have waived its right to object to the calculation thereof for the year in question and such calendar year; (v) the auditor calculations shall be final. Tenant's audit shall be conducted where Landlord maintains its books and records, shall not unreasonably interfere with the conduct of Landlord's business, and shall be compensated on a contingency basis; (vi) conducted only during Business Hours. As part of any audit, Landlord shall reasonably cooperate with Tenant provides Landlord a copy of the auditor’s report; and (vii) the auditor agrees to execute a confidentiality agreement with respect to such auditat Tenant's request in exercising Tenant's audit rights hereunder. Tenant agrees to use reasonable efforts to keep all shall pay the cost of such audit unless the information obtained through said audit, as well as any compromise, settlement, total Operating Expenses or adjustment reached between Landlord and Tenant relative to Taxes for the results of the audit, held period in strict confidence by Tenant and Tenant’s officers, agents and employees, and Tenant also agrees to use reasonable, good faith efforts to cause such information not question is determined to be revealed in any manner to any person error and overstated by more than five percent (other 5)% in the aggregate, in which case Landlord shall pay the reasonable audit cost. Tenant may not conduct an inspection or have an audit performed more than Tenant’s accountants, attorneys, officers, agents and employees) except upon the written consent of Landlord, which consent may be withheld in Landlord’s sole discretion, unless such disclosure is required pursuant to any litigation or other dispute resolution between Landlord and Tenant materially related to the facts disclosed by such audit, or otherwise required by law. The right of audit provided in this Section shall not be construed as postponing or delaying any payment of Rent or Additional Rent provided for herein. If a Tenant audit demonstrates that Tenant has overpaid Operating Costs once for any calendar year. If such audit reveals that an error was made in the Operating Expenses or Taxes previously charged to Tenant, the amount then Landlord shall refund to Tenant any overpayment of any such overpayment shall be applied as a credit against costs together with interest thereon at the next succeeding payments Default Rate from the date of Tenant’s Proportionate Share of Operating Costs payable hereunder until such credit is exhausted. If overcharge (e.g., each monthly estimated payment during the term of this Lease shall expire applicable calendar year), or otherwise be terminated (other than upon an Event of Default) before such credit is so applied, Landlord Tenant shall pay to Tenant Landlord any underpayment of any such costs together with interest thereon at the remaining balance Default Rate from the date of such overpayment amount overcharge, as the case may be, within thirty (30) days after the expiration or earlier termination of the term hereofnotification thereof. If a Tenant audit demonstrates that Tenant has underpaid Operating Costs for any calendar year, Tenant shall pay maintain the results of each such audit or inspection confidential and shall not be permitted to use any third party to perform such audit or inspection, other than an independent firm of certified public accountants (a) reasonably acceptable to Landlord, and (b) which agrees with Landlord in writing to maintain the amount of such underpayment within thirty (30) days after delivery of the report results of such audit to Landlord as Additional Rentor inspection confidential.

Tenant Audit Rights. Provided that there are no uncured Events of Default then existing, within sixty (60) days after delivery of an Operating Costs, Tax and Insurance Costs Statement by Tenant ("Review Period"), if Tenant disputes the amount set forth in Landlord’s Operating Costs, Tax and Insurance Costs Statement, then Tenant may engage an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm of good repute and is not paid on a contingency fee basis) and such firm may, after reasonable written notice from Tenant to Landlord and at reasonable times (which shall be deemed to include normal business hours), inspect Landlord's records at Landlord's offices; provided, however, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to Tenant's exercise of its right of objection, dispute, inspection and/or audit as set forth in default beyond the expiration of any applicable notice and cure periodthis Section 8, Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the Lease in accordance with such Landlord’s Operating Costs, Tax and Insurance Costs Statement. However, such payment may be made under protest pending the outcome of any audit which may be performed by the accountant firm as described below. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord's records one (1) time during any twelve (12) month period. No subtenant shall have any right to conduct an audit, and no assignee shall conduct an audit for any period during which such assignee was not in possession of the books, records and computations Premises. Tenant's failure to dispute and/or complete the audit of Landlord relative to the amounts set forth in Landlord’s Operating Costs, provided that: Tax and Insurance Costs Statement within the Review Period shall be deemed to be Tenant's approval of such Landlord’s Operating Costs, Tax and Insurance Costs Statement and Tenant, thereafter, waives the right or ability to dispute, review and/or audit the amounts set forth in such Landlord’s Operating Costs, Tax and Insurance Costs Statement. If the audit permitted hereunder proves that Tenant paid more than its share of the Operating Costs, Taxes or Insurance Costs, as applicable, by three percent (i3%) Tenant gives Landlord or more, then the reasonable cost of the audit shall be paid for by Landlord, up to $5,000. Within thirty (30) days prior written notice following the parties' receipt of its intent to audit; (ii) such certification, the audit occurs during Landlord’s normal business hours and in Landlord’s principal offices within parties shall make such appropriate payments or reimbursements, as the metropolitan Bostoncase may be, Massachusetts, area; (iii) Tenant may audit said books and records once with respect to each calendar year; (iv) Tenant may only conduct the audit of a calendar year’s books and records if Tenant gives Landlord notice of intent other, as are determined to audit within one hundred twenty (120) days after receipt of the final statement for such calendar year; (v) the auditor shall not be compensated on a contingency basis; (vi) Tenant provides Landlord a copy of the auditor’s report; and (vii) the auditor agrees to execute a confidentiality agreement with respect owing pursuant to such audit. Tenant agrees to use reasonable efforts keep, and to keep cause all of the information obtained through said auditTenant's employees, as well as any compromiseadvisors, settlementagents and consultants to keep, or adjustment reached between Landlord all of Landlord's books and Tenant relative to the results of records and the audit, held and all information pertaining thereto and the results thereof, strictly confidential, and in strict confidence by connection therewith, Tenant and Tenant’s officersshall cause such accounts, employees, advisors, agents and employees, and Tenant also agrees consultants to use reasonable, good faith efforts execute such reasonable confidentiality agreements as Landlord may require prior to cause such information not to be revealed in any manner to any person (other than Tenant’s accountants, attorneys, officers, agents and employees) except upon the written consent of Landlord, which consent may be withheld in Landlord’s sole discretion, unless such disclosure is required pursuant to any litigation or other dispute resolution between Landlord and Tenant materially related to the facts disclosed by such audit, or otherwise required by law. The right of audit provided in this Section shall not be construed as postponing or delaying any payment of Rent or Additional Rent provided for herein. If a Tenant audit demonstrates that Tenant has overpaid Operating Costs for any calendar year, the amount of conducting any such overpayment shall be applied as a credit against inspections and/or audits. OFFICE LEASE AGREEMENT Xxxxxxxx Xxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx Arcutis, Inc. C-4 EXHIBIT D TENANT FINISH-WORK: ALLOWANCE (Landlord Performs the next succeeding payments of Tenant’s Proportionate Share of Operating Costs payable hereunder until such credit is exhausted. If the term of this Lease shall expire or otherwise be terminated (other than upon an Event of Default) before such credit is so applied, Landlord shall pay to Tenant the remaining balance of such overpayment amount within thirty (30) days after the expiration or earlier termination of the term hereof. If a Tenant audit demonstrates that Tenant has underpaid Operating Costs for any calendar year, Tenant shall pay to Landlord the amount of such underpayment within thirty (30) days after delivery of the report of such audit to Landlord as Additional Rent.Work)

Tenant Audit Rights. Provided Notwithstanding anything in this Lease to the contrary, Tenant and any certified public accountant as Tenant may designate, shall have the right, at Tenant’s expense, within 100 days after Landlord delivers to Tenant an Additional Rent Statement to inspect and examine at the Building or at the office of Landlord’s property manager, the books and records of Landlord that Tenant is not relate to or have any bearing upon the Operating Costs or Taxes for the calendar year with respect to which the Additional Rent Statement relates, for the purpose of verifying the information in default beyond each statement. Only with respect to the expiration of any applicable notice and cure periodfirst Additional Rent Statement received by Tenant, Tenant shall have the right to audit the books, records and computations of Landlord relative to Operating Costs, provided that: (i) Tenant gives Landlord thirty (30) days prior written notice of its intent to audit; (ii) the audit occurs during Landlord’s normal business hours and in Landlord’s principal offices within the metropolitan Boston, Massachusetts, area; (iii) Tenant may audit said books and records once for the calendar year included in such Additional Rent Statement as well as the books and records of landlord with respect to each calendar Operating Costs and Taxes for the Base Year. Notwithstanding the foregoing, if Tenant discovers an error that reasonably could have been made in a prior year; (iv) , Tenant may only conduct the audit of a calendar yearinspect and examine Landlord’s books and records if Tenant gives Landlord notice for the two (2) immediately preceding years for the purpose of intent to audit within one hundred twenty (120) days after receipt of the final statement determining whether such error was in fact made in such prior years(s); provided, that books and records for such calendar year; (v) the auditor any prior year for which an Additional Rent Statement has been prepared and settled shall not be compensated subject to audit after a bona sale to a third party that is not an Affiliate of the seller. In the event that any such inspection reveals an error in the Landlord’s calculations of Operating Costs and Taxes to the Landlord’s benefit in excess of seven percent (7%) in the aggregate for the year in question, then Landlord shall bear the reasonable third party expenses of Tenant’s investigation including the fees of Tenant’s accountant; provided that in no event shall Tenant engage third parties on a contingency or percentage savings basis; (vi) Tenant provides Landlord a copy of the auditor’s report; and (vii) the auditor agrees to execute a confidentiality agreement with respect to such audit. Tenant agrees to use reasonable efforts to keep all of the information obtained through said audit, as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit, held in strict confidence by Tenant and Tenant’s officers, agents and employees, and Tenant also agrees to use reasonable, good faith efforts to cause such information not to be revealed in any manner to any person (other than Tenant’s accountants, attorneys, officers, agents and employees) except upon the written consent of Landlord, which consent may be withheld in Landlord’s sole discretion, unless such disclosure is required pursuant to any litigation or other dispute resolution between Landlord and Tenant materially related to the facts disclosed by such audit, or otherwise required by law. The right of audit provided in this Section shall not be construed as postponing or delaying any payment of Rent or Additional Rent provided for herein. If a Tenant audit demonstrates that Tenant has overpaid Operating Costs for any calendar year, the amount of any such overpayment shall be applied as a credit against the next succeeding payments of Tenant’s Proportionate Share of Operating Costs payable hereunder until such credit is exhausted. If the term of this Lease shall expire or otherwise be terminated (other than upon an Event of Default) before such credit is so applied, Landlord shall pay to Tenant the remaining balance of such overpayment amount within thirty (30) days after the expiration or earlier termination of the term hereof. If a Tenant audit demonstrates that Tenant has underpaid Operating Costs for any calendar year, Tenant shall pay to Landlord the amount of such underpayment within thirty (30) days after delivery of the report of such audit to Landlord as Additional Rent.

Tenant Audit Rights. Provided Tenant may, within 120 days after receiving Landlord’s statement of Operating Expenses, give Landlord written notice (“Review Notice”) that Tenant is intends to review Landlord’s records of the Operating Expenses for that calendar year. Within 30 days after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be a certified public accountant. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit; provided, however, that if such audit establishes that the actual Operating Expenses for the calendar year in question are less than the Landlord’s final determination of the Operating Expenses as set forth in the Landlord’s statement submitted to Tenant by at least five percent (5%), then Landlord shall pay the reasonable cost of such audit up to an amount not in default beyond to exceed Tenant’s Pro Rata Share of such overstatement. Within 60 days after the expiration of any applicable notice and cure periodrecords are made available to Tenant, Tenant shall have the right to audit the books, records and computations of give Landlord relative to Operating Costs, provided that: (i) Tenant gives Landlord thirty (30) days prior written notice of its intent (an “Objection Notice”) stating in reasonable detail any objection to audit; (ii) the audit occurs during Landlord’s normal business hours and in statement of Operating Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 60 day period described above, Tenant shall be deemed to have approved Landlord’s principal offices within statement of Operating Expenses and shall be barred from raising any claims regarding the metropolitan Boston, Massachusetts, area; (iii) Tenant may audit said books and records once with respect to each calendar Operating Expenses for that year; (iv) Tenant may only conduct the audit of a calendar year’s books and records if Tenant gives Landlord notice of intent to audit within one hundred twenty (120) days after receipt of the final statement for such calendar year; (v) the auditor shall not be compensated on a contingency basis; (vi) . If Tenant provides Landlord with a copy of the auditor’s report; and (vii) the auditor agrees to execute a confidentiality agreement with respect to such audit. Tenant agrees to use reasonable efforts to keep all of the information obtained through said audittimely Objection Notice, as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative shall work together in good faith to the results of the audit, held resolve any issues raised in strict confidence by Tenant and Tenant’s officers, agents and employees, and Tenant also agrees to use reasonable, good faith efforts to cause such information not to be revealed in any manner to any person (other than Tenant’s accountants, attorneys, officers, agents and employees) except upon the written consent of Landlord, which consent may be withheld in Landlord’s sole discretion, unless such disclosure is required pursuant to any litigation or other dispute resolution between Objection Notice. If Landlord and Tenant materially related to determine that Operating Expenses for the facts disclosed by such auditcalendar year are less than reported, or otherwise required by law. The right of audit provided in this Section Landlord shall not be construed as postponing or delaying any payment of Rent or Additional Rent provided for herein. If a provide Tenant audit demonstrates that Tenant has overpaid Operating Costs for any calendar year, the amount of any such overpayment shall be applied as with a credit against the next succeeding payments installment of Tenant’s Proportionate Share of Operating Costs payable hereunder until such credit is exhausted. If Rent in the term of this Lease shall expire or otherwise be terminated (other than upon an Event of Default) before such credit is so applied, Landlord shall pay to Tenant the remaining balance of such overpayment amount within thirty (30) days after the expiration or earlier termination of the term hereofoverpayment by Tenant. If a Likewise, if Landlord and Tenant audit demonstrates determine that Tenant has underpaid Operating Costs Expenses for any the calendar yearyear are greater than reported, Tenant shall pay to Landlord the amount of such any underpayment within thirty (30) days after delivery 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of the report of such audit Operating Expenses unless Tenant has paid and continues to Landlord as Additional Rentpay all Rent when due.

Tenant Audit Rights. Provided In the event that Tenant’s Additional Rent rises by more than ten percent (10%) from any previous year Tenant shall have the following rights: As soon as is not reasonably practical after each Operating Year in default beyond which there is a 10% increase, upon written request from Tenant, Landlord shall provide Tenant with a statement (a "Statement") setting forth Tenant's actual ultimate liability for its Proportionate Share of Operating Expenses for the expiration of any applicable notice and cure periodsubject Operating Year. If Tenant disputes the amount set forth in a given Statement, Tenant shall have the right right, at Tenant's sole expense, to audit cause Landlord's books and records with respect to the books, records particular Operating Year that is the subject of that particular Statement to be audited (the "Audit") by a certified public accountant mutually acceptable to Landlord and computations of Landlord relative to Operating CostsTenant (the "Accountant"), provided that: Tenant (i) has not defaulted under this Lease and failed to cure such default on a timely basis and (ii) delivers written notice (an "Audit Notice") to Landlord on or prior to the date that is sixty (60) days after Landlord delivers the Statement in question to Tenant gives Landlord (such 60-day period, the "Response Period"). If Tenant fails to timely deliver an Audit Notice with respect to a given Statement, then Tenant's right to undertake an Audit with respect to that Statement and the Operating Year to which that particular Statement relates shall automatically and irrevocably be waived. Any Statement shall be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct, at the end of the applicable Response Period, unless prior thereto, Tenant timely delivers an Audit Notice with respect to the then-applicable Statement. If Tenant timely delivers an Audit Notice, Tenant must commence such Audit within sixty (60) days after the Audit Notice is delivered to Landlord, and the Audit must be completed within thirty (30) days prior written notice of the date on which it is begun. If Tenant fails, for any reason, to 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. The Audit shall take place at the offices of Landlord where its intent to audit; (ii) the audit occurs during Landlord’s normal business hours and in Landlord’s principal offices within the metropolitan Boston, Massachusetts, area; (iii) Tenant may audit said books and records once with respect are located, at a mutually convenient time during Landlord's regular business hours. Before conducting the Audit, Tenant must pay the full amount of Operating Expenses billed under the Statement then in question. Tenant hereby covenants and agrees that the Accountant engaged by Tenant to each calendar year; (iv) Tenant may only conduct the audit of a calendar year’s books Audit shall be compensated on an hourly basis and records if Tenant gives Landlord notice of intent to audit within one hundred twenty (120) days after receipt of the final statement for such calendar year; (v) the auditor shall not be compensated on based upon a contingency basis; (vi) Tenant provides Landlord percentage of overcharges it discovers. If an Audit is conducted in a copy of the auditor’s report; timely manner, such Audit shall be deemed final and (vii) the auditor agrees to execute a confidentiality agreement with respect to such audit. Tenant agrees to use reasonable efforts to keep all of the information obtained through said audit, as well as any compromise, settlement, or adjustment reached between binding upon Landlord and Tenant relative to and shall, as between the parties, be conclusively deemed correct. If the results of the audit, held in strict confidence Audit reveal that the Tenant's ultimate liability for Operating Expenses does not equal the aggregate amount of Estimated Additional Rent actually paid by Tenant and Tenant’s officersto Landlord during the Operating Year that is the subject of the Audit, agents and employees, and Tenant also agrees to use reasonable, good faith efforts to cause such information not to the appropriate adjustment shall be revealed in any manner to any person (other than Tenant’s accountants, attorneys, officers, agents and employees) except upon the written consent of Landlord, which consent may be withheld in Landlord’s sole discretion, unless such disclosure is required pursuant to any litigation or other dispute resolution made between Landlord and Tenant, and any payment required to be made by Landlord or Tenant materially related to the facts disclosed by such audit, or otherwise required by law. The right of audit provided in this Section shall not be construed as postponing or delaying any payment of Rent or Additional Rent provided for herein. If a Tenant audit demonstrates that Tenant has overpaid Operating Costs for any calendar year, the amount of any such overpayment other shall be applied as a credit against the next succeeding payments of Tenant’s Proportionate Share of Operating Costs payable hereunder until such credit is exhausted. If the term of this Lease shall expire or otherwise be terminated (other than upon an Event of Default) before such credit is so applied, Landlord shall pay to Tenant the remaining balance of such overpayment amount made within thirty (30) days after the expiration Accountant's determination. In no event shall this Lease be terminable nor shall Landlord be liable for damages based upon any disagreement regarding an adjustment of Operating Expenses. Tenant agrees that the results of any Audit shall be kept strictly confidential by Tenant and shall not be disclosed to any other person or earlier termination entity The foregoing provisions concerning a potential Audit are personal to Tenant and shall not run with this Lease or for the benefit of the term hereof. If a Tenant audit demonstrates that Tenant has underpaid Operating Costs for any calendar year, Tenant shall pay to Landlord the amount of such underpayment within thirty assignee or sublessee (30) days after delivery of the report of such audit to Landlord as Additional Rentwhether permitted or not).

Tenant Audit Rights. Provided that Tenant is not in default beyond the expiration of any applicable notice and cure period, Tenant shall have the right to examine and audit the booksLandlord's annual statement of Operating Expenses as presented in Landlord's statement. Tenant shall commence its examination and if applicable, records and computations of Landlord relative to Operating Costs, provided that: its audit within forty-five (i) Tenant gives Landlord thirty (3045) days prior written notice after receipt of the annual statement, shall perform its intent to audit; (ii) the examination and audit occurs during Landlord’s normal business hours with diligence and in Landlord’s principal offices within the metropolitan Boston, Massachusetts, area; (iii) Tenant may audit said books continuity and records once with respect to each calendar year; (iv) Tenant may only conduct the audit of a calendar year’s books shall complete its examination and records if Tenant gives Landlord notice of intent to audit within one hundred twenty (120) days after receipt of the final statement for such calendar year; (v) the auditor shall not be compensated on a contingency basis; (vi) Tenant provides Landlord a copy of the auditor’s report; and (vii) the auditor agrees to execute a confidentiality agreement with respect to such audit. Tenant agrees to use reasonable efforts to keep all of the information obtained through said audit, as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit, held in strict confidence by Tenant and Tenant’s officers, agents and employees, and Tenant also agrees to use reasonable, good faith efforts to cause such information not to be revealed in any manner to any person (other than Tenant’s accountants, attorneys, officers, agents and employees) except upon the written consent of Landlord, which consent may be withheld in Landlord’s sole discretion, unless such disclosure is required pursuant to any litigation or other dispute resolution between Landlord and Tenant materially related to the facts disclosed by such audit, or otherwise required by lawannual statement. The right cost of any such examination and audit provided shall be paid by Tenant, except that, if it is determined on the basis of such audit (or if, in this Section shall not be construed as postponing or delaying any payment accordance with the following provisions, it is otherwise ultimately determined) that the amount of Rent or Additional Rent provided Tenant's obligations for herein. If a Tenant audit demonstrates that Tenant has overpaid Operating Costs Expanses for any calendar yearyear was overstated by more than three percent (3%), then the amount reasonable cost of any such overpayment the audit shall be applied as a credit against the next succeeding payments of Tenant’s Proportionate Share of Operating Costs payable hereunder until such credit is exhaustedpaid by Landlord. If the term of this Lease shall expire or otherwise be terminated (other than upon an Event of Default) before such credit is so applied, Landlord shall pay refund to Tenant any overpayment for the remaining balance of such overpayment amount calendar year in question within thirty (30) days after the expiration or earlier termination amount of the term hereofoverpayment has been established by the audit or as provided in this subsection. If a Tenant fails to exercise its right of audit demonstrates that Tenant has underpaid Operating Costs for any calendar yearwithin the forty-five (45) day period, Tenant shall pay to Landlord the amount of Tenant's obligations for Operating Expenses shall be conclusively established as the amount set forth in the annual statement delivered by Landlord to Tenant. If, however, Tenant timely exercises its right of audit, the amount of Tenant's obligations for Operating Expenses shall be conclusively established as the amount determined as a result of such underpayment audit unless, within thirty sixty (3060) days after delivery receipt of a report of the report of such audit same from the independent auditors selected by Tenant, Landlord, at its expense, shall contest the amount thereof, in which event Tenant shall be entitled to Landlord as Additional Rentpursue any legal remedies it may have to finally ascertain the amount thereof and, if appropriate, a refund on account thereof.