Common use of Tenant Audit Clause in Contracts

Tenant Audit. Tenant, within 90 days after receiving Landlord’s statement of Operating Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses for that calendar year to which the statement applies. Within a reasonable time 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 management office for 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 with a CPA firm licensed to do business in the state or commonwealth where the Project is located. In no event shall such CPA firm be paid on a contingency fee basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 30 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Landlord and Tenant determine that Operating Expenses for the year in question were less than stated by more than 5%, Landlord, within 45 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant in an amount not to exceed $3,500.00. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Operating Expenses and shall be barred from raising any claims regarding Operating Expenses for that year. 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 Operating Expenses unless Tenant has paid and continues to pay all Rent when due and is not otherwise in default under the terms of this Lease.

Tenant Audit. Tenant, within 90 days after receiving Landlord’s If Tenant desires at its own expense to audit any statement of actual Operating ExpensesCosts provided under Section 3.03 above and supporting records and data, may give Landlord written notice Tenant shall cause such audit to commence within ninety (“Review Notice”90) that Tenant intends to review Landlord’s records days following delivery of the Operating Expenses for that calendar year respective statement to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant and to conduct its review. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the recordsbe completed within ninety (90) days thereafter. If Tenant retains an agent to review Landlord’s recordsdoes not so audit, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Project is located. In no event shall then such CPA firm be paid on a contingency fee basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 30 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Landlord and Tenant determine that Operating Expenses for the year in question were less than stated by more than 5%, Landlord, within 45 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant in an amount not to exceed $3,500.00. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to be conclusively accepted by Tenant and Tenant shall have approved no right thereafter to question or examine the same. If Tenant’s accountants determine that an error has been made, Landlord’s statement accountants and Tenant’s accountants shall endeavor to agree upon the matter, failing which such matter shall be submitted to an independent certified public accountant selected by Landlord, with Tenant’s reasonable approval, for a determination which will be conclusive and binding upon Landlord and Tenant. All costs incurred by Tenant for Tenant’s accountants shall be paid for by Tenant unless Tenant’s accountants disclose an error, acknowledged by Landlord’s accountants (or found to have occurred through the above independent determination), of more than 5% in the computation of the total amount of Operating Expenses and Costs, in which event Landlord shall be barred from raising any claims regarding Operating Expenses for that year. The records obtained pay the reasonable costs incurred by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine obtain such audit upon Landlord’s records or to dispute receipt and approval of supporting documentation evidencing such costs associated with Tenant’s audit. Notwithstanding the pendency of any statement of Operating Expenses unless dispute, Tenant has paid and continues shall continue to pay all Rent when due and is not otherwise in default under Landlord the terms amount of this Leasethe estimated payment or adjustment determined by Landlord’s accountants until the adjustment has been determined to be incorrect.

Tenant Audit. TenantSection 5.6 is hereby amended by the addition of the following provisions at the end thereof: "Tenant may once per calendar year audit all of Landlord's (or Landlord's agents') records pertaining to Operating Expenses and Real Property Taxes. Any net overbilling discovered in the course of an audit must be refunded to Tenant within thirty days of Landlord's receipt of a full and complete copy of the auditor's report including all supporting documentation, within 90 days after receiving Landlord’s statement data and calculations related to the amounts overbilled. If Landlord has issued its annual reconciliation for a particular year and an audit of that year determines that Tenant was overbilled by five percent or more of the total sum which properly should have been billed by Landlord to Tenant in respect of Operating ExpensesExpenses and Real Property Taxes, may give then Landlord written notice (“Review Notice”) that must reimburse Tenant intends to review Landlord’s for all expenses of its audit. Landlord must retain its records of the regarding Operating Expenses and Real Property Taxes for that calendar year to which a period of at least three years following the statement applies. Within a reasonable time 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 management office final billing for the Buildingcalendar year, tax or fiscal year in question. At any time during that three year period upon notice to Landlord, Tenant may either inspect conduct its audit. Tenant's audit is binding upon Landlord unless within 30 days following notification to Landlord of audit result, Landlord gives Tenant notice ("dispute notice") specifying reasonable grounds for disputing such result. In the records at event of such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s recordsa dispute, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Project is located. In no event shall such CPA firm be paid on a contingency fee basis. Tenant dispute shall be solely responsible resolved by a second audit accomplished by an neutral, experienced, qualified and independent auditor (who may not have performed work for all costseither Landlord or Tenant during the preceding five year period), expenses named by Tenant and fees incurred for approved by Landlord which approval may not be unreasonably withheld. Notwithstanding the audit. Within 30 days after the records are made available to Tenantforegoing, Tenant shall have the right to give if Landlord written notice (an “Objection Notice”) stating in reasonable detail does not estimate any objection to Landlord’s statement portion of Operating Expenses for that year. If Landlord a calendar year and instead bills Tenant determine that for Operating Expenses for the year in question were less than stated by more than 5%, Landlord, within 45 days after its receipt submitting copies of paid invoices therefor from Tenantand other reasonable documentation of the amounts actually expended by Landlord, shall reimburse then with respect to such year Tenant for the reasonable amounts paid by Tenant will not be entitled to third parties in connection with such review by Tenant in an amount not to exceed $3,500.00. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved audit Landlord’s statement of Operating Expenses and shall be barred from raising any claims regarding Operating Expenses for that year. 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 Operating Expenses unless Tenant has paid and continues to pay all Rent when due and is not otherwise in default under the terms of this Lease's records."

Tenant Audit. TenantLandlord must keep at its principal office separate, within 90 days full, complete and proper books of account covering all costs and expenses of maintaining and operating the Premises and must preserve such books of account for at least two (2) years after receiving Landlord’s statement the close of Operating Expenseseach calendar year, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s together with all vouchers, invoices, statements, payroll records of and other documents evidencing the Operating Expenses costs and expenses for that calendar year (collectively, the “Expense Records”). Landlord shall keep accurate records showing in detail all Basic Operating Cost provided for in this Lease. Tenant and its authorized agents (including accountants and attorneys) may, at any reasonable time, within this two (2) year period, inspect, copy and audit the Expense Records, at its expense during Landlord’s normal business hours, subject to which the following conditions: (1) Tenant shall deposit with Landlord the full amount in dispute; (2) there is no uncured event of default under this Lease; (3) the audit shall commence within fifteen (15) days after Landlord makes Landlord’s books and records available to Tenant’s auditor and shall conclude within thirty (30) days after commencement; and (4) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord’s confidentiality agreement for Landlord’s benefit prior to commencing the audit. Tenant shall deliver a copy of such audit to Landlord within five (5) business days of receipt by Tenant. This paragraph shall not be construed to limit, suspend or axxxx Tenant’s obligation to pay Rent when due, including Tenant’s Proportionate Share of Basic Operating Cost. After verification, Landlord shall credit any overpayment determined by the audit report against the next monthly payment(s) of Rent provided to be paid under this Lease, or, if no further Rent is due, refund such overpayment directly to Tenant within twenty (20) days of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the audit report within twenty (20) days of determination. The foregoing obligations shall survive the expiration or earlier termination of this Lease. If Tenant does not give written notice of its election to audit during the referenced thirty (30)-day period, Landlord’s Basic Operating Cost for the applicable fiscal year shall be deemed approved for all purposes, and Tenant shall have no further right to review or contest the same. If the audit proves that Landlord’s calculation of Tenant’s Proportionate Share of Basic Operating Cost for the fiscal year under inspection was overstated by more than ten percent (10%) in the aggregate, then, after verification, Landlord shall pay Tenant’s actual reasonable out-of-pocket audit and inspection fees applicable to the review of said fiscal year statement applies. Within a reasonable time within twenty (20) 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 management office for 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 LandlordTenant’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Project is located. In no event shall such CPA firm be paid on a contingency fee basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 30 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Landlord and Tenant determine that Operating Expenses for the year in question were less than stated by more than 5%, Landlord, within 45 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant in an amount not to exceed $3,500.00. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Operating Expenses and shall be barred from raising any claims regarding Operating Expenses for that year. 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 Operating Expenses unless Tenant has paid and continues to pay all Rent when due and is not otherwise in default under the terms of this Leaseinvoice therefor.

Tenant Audit. Tenant, within 90 60 days after receiving Landlord’s statement of Operating Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses for that calendar year to which the statement applies. Within a reasonable time 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 management office for 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 with a CPA firm licensed to do business in the state or commonwealth where the Project is located. In no event shall such CPA firm be paid on a contingency fee basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Operating Expenses for the year in question were less than stated by 5% or more, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant, in an amount not to exceed $2,500.00. Within 30 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Landlord and Tenant determine that Operating Expenses for the year in question were less than stated by more than 5%, Landlord, within 45 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant in an amount not to exceed $3,500.00. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 90 60 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Operating Expenses and shall be barred from raising any claims regarding Operating Expenses for that year. The records obtained by Tenant shall be treated as confidential. If Landlord and Tenant determine that Operating Expenses for the calendar year are less than reported and provided that Tenant is not then in default beyond any applicable notice and cure period, Landlord shall provide Tenant with a credit against the next installment(s) of Rent in the amount of the overpayment by Tenant, or, in the event this Lease has terminated, pay Tenant the difference. Likewise, if Landlord and Tenant determine that Operating Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses unless Tenant has paid and continues to pay all Rent when due and is not otherwise in default under the terms of this Leasedue.