Common use of Tenant’s Audit Rights Clause in Contracts

Tenant’s Audit Rights. Provided that Tenant is not in Default under the terms of this Lease, Tenant, at its sole cost and expense, shall have the right within sixty (60) days after the delivery of each Expense Statement to review and audit Landlord’s books and records regarding such Expense Statement for the sole purpose of determining the accuracy of such Expense Statement. Such review or audit shall be performed by a nationally recognized accounting firm that calculates its fees with respect to hours actually worked and that does not discount its time or rate (as opposed to a calculation based upon percentage of recoveries or other incentive arrangement), shall take place during normal business hours in the office of Landlord or Landlord’s property manager and shall be completed within three (3) business days after the commencement thereof. If Tenant does not so review or audit Landlord’s books and records, Landlord’s Expense Statement shall be final and binding upon Tenant. In the event that Tenant determines on the basis of its review of Landlord’s books and records that the amount of Expenses paid by Tenant pursuant to this Paragraph 4 for the period covered by such Expense Statement is less than or greater than the actual amount properly payable by Tenant under the terms of this Lease, Tenant shall promptly pay any deficiency to Landlord or, if Landlord concurs with the results of Tenant’s audit, Landlord shall promptly refund any excess payment to Tenant, as the case may be. Landlord shall pay for any reasonable audit expenses if such excess payment exceeds the aggregate Expenses in Landlord’s Expense Statement by seven percent (7%).

Tenant’s Audit Rights. Provided that Tenant is not in Default under the terms of this Lease, Tenant, at its sole cost and expense, shall have the right within sixty (60) days after the delivery of each Expense Statement to review and audit Landlord’s 's books and records regarding such Expense Statement for the sole purpose of determining the accuracy of such Expense Statement. Such review or audit shall be performed by a nationally recognized accounting firm that calculates its fees with respect to hours actually worked and that does not discount its time or rate (as opposed to a calculation based upon percentage of recoveries or other incentive arrangement), shall take place during normal business hours in the office of Landlord or Landlord’s 's property manager and shall be completed within three (3) business days after the commencement thereof. If Tenant does not so review or audit Landlord’s 's books and records, Landlord’s 's Expense Statement shall be final and binding upon Tenant. In the event that Tenant determines on the basis of its review of Landlord’s 's books and records that the amount of Expenses paid by Tenant pursuant to this Paragraph 4 for the period covered by such Expense Statement is less than or greater than the actual amount properly payable by Tenant under the terms of this Lease, Tenant shall promptly pay any deficiency to Landlord or, if Landlord concurs with the results of Tenant’s 's audit, Landlord shall promptly refund any excess payment to Tenant, as the case may be. Landlord shall pay for any reasonable audit expenses if such excess payment exceeds the aggregate Expenses in Landlord’s 's Expense Statement by seven percent (7%).

Tenant’s Audit Rights. Provided that Tenant is not in Default under the terms of this Lease, Tenant, at its sole cost and expense, shall have the right within sixty (60) days after the delivery of each Expense Statement to review and audit Landlord’s 's books and records regarding such Expense Statement for the sole purpose of determining the accuracy of such Expense Statement. Such review or audit shall be performed by a nationally recognized accounting firm that calculates its fees with respect to hours actually worked and that does not discount its time or rate (as opposed to a calculation based upon percentage of recoveries or other incentive arrangement), shall take place during normal business hours in the office of Landlord or Landlord’s 's property manager and shall be completed within three (3) business days after the commencement thereof. If Tenant does not so review or audit Landlord’s 's books and records, Landlord’s 's Expense Statement shall be final and binding upon Tenant. In the event that Tenant determines on the basis of its review of Landlord’s 's books and records that the amount of Expenses paid by Tenant pursuant to this Paragraph 4 for the period covered by such Expense Statement is less than or greater than the actual amount properly payable by Tenant under the terms of this Lease, Tenant shall promptly pay any deficiency to Landlord or, if Landlord concurs with the results of Tenant’s 's audit, Landlord shall promptly refund any excess payment to Tenant, as the case may be. Landlord shall pay for any reasonable audit expenses if such excess payment exceeds the aggregate Expenses in Landlord’s 's Expense Statement by seven percent (7%).

Tenant’s Audit Rights. Provided that Notwithstanding anything in this Lease to the contrary, Tenant is not shall have the right, after reasonable notice, at reasonable times, and no more than once in Default under any calendar year, to inspect and photocopy at Landlord's office Landlord's accounting records relating to the terms operation and management of this Leasethe Property. If, after such inspection and photocopying, Tenant disputes the amount of Operating Expenses, Tenant, at its sole cost and expenseor an agent designated by Tenant (who shall be a certified public accountant not being paid on a contingency basis), shall have be entitled to audit and/or review Landlord's accounting records for the right Property to determine the correct amount of Operating Expenses. If such audit or review reveals either that Landlord has overcharged or undercharged Tenant, then within sixty thirty (6030) days after the delivery of each Expense Statement to review and audit Landlord’s books and records regarding such Expense Statement for the sole purpose of determining the accuracy results of such Expense Statementaudit are made available to Landlord, Landlord shall reimburse Tenant the amount of such overcharge or Tenant shall pay to Landlord the difference between the amount previously paid by Tenant and the actual amount due. Such review If Landlord desires to contest such audit results, Landlord may do so by submitting the results of the audit to arbitration through JAMS San Xxxx or audit shall be performed by a nationally recognized accounting firm that calculates its fees with respect to hours actually worked and that does not discount its time or rate San Francisco offices within thirty (as opposed to a calculation based upon percentage of recoveries or other incentive arrangement), shall take place during normal business hours in the office of Landlord or Landlord’s property manager and shall be completed within three (330) business days after receipt of the commencement thereof. If Tenant does not so review or audit Landlord’s books results of the audit, and records, Landlord’s Expense Statement the arbitration shall be final and binding upon Landlord and Tenant. In Tenant agrees to pay the event cost of such audit, provided that, if the audit reveals that Tenant determines on Landlord's determination of Operating Expenses was in error in Landlord's favor by more than five percent (5%), Landlord shall pay the basis cost of its review such audit. The cost of Landlord’s books and records that the amount of Expenses arbitration shall be paid by Tenant pursuant to Section 29.7. Nothing in this Paragraph 4 for the period covered by such Expense Statement is less than or greater than the actual amount properly payable by Section 5.7 shall entitle Tenant under the terms to withhold any disputed portion of this Lease, Tenant shall promptly pay any deficiency to Landlord or, if Landlord concurs with Operating Expenses pending the results of Tenant’s the audit, Landlord shall promptly refund any excess payment to Tenant, as the case may be. Landlord shall pay for any reasonable audit expenses if such excess payment exceeds the aggregate Expenses in Landlord’s Expense Statement by seven percent (7%).

Tenant’s Audit Rights. Provided that Notwithstanding anything in this Lease to the contrary, Tenant is not in Default under shall have the terms of this Leaseright, Tenantafter reasonable notice, at its sole cost reasonable times, and expenseno more than once in any calendar year, to inspect and photocopy at Landlord’s office Landlord’s accounting records relating to the operation and management of the Property. If, after such inspection and photocopying, Tenant disputes the amount of Operating Expenses, Tenant shall have the right to engage an independent certified public accountant reasonably approved by Landlord to audit and/or review Landlord’s records to determine the proper amount of Operating Expenses. If it shall be finally determined by such audit that there was an error in calculating the Operating Expenses, then either (a) Landlord shall at its election reimburse Tenant for any overpayment or credit the amount of such overpayment against the next monthly installment of Operating Expenses payable under this Lease, or (b) Tenant shall within sixty twenty (6020) days after such determination pay any amounts due to Landlord. If Landlord desires to contest such audit results, Landlord may do so by submitting the delivery results of each Expense Statement the audit to review and audit Landlord’s books and records regarding such Expense Statement for the sole purpose of determining the accuracy of such Expense Statement. Such review arbitration through JAMS San Xxxx or audit shall be performed by a nationally recognized accounting firm that calculates its fees with respect to hours actually worked and that does not discount its time or rate San Francisco offices within thirty (as opposed to a calculation based upon percentage of recoveries or other incentive arrangement), shall take place during normal business hours in the office of Landlord or Landlord’s property manager and shall be completed within three (330) business days after receipt of the commencement thereof. If Tenant does not so review or audit Landlord’s books results of the audit, and records, Landlord’s Expense Statement the arbitration shall be final and binding upon Landlord and Tenant. In Tenant agrees to pay the event cost of such audit, provided that, if the audit reveals that Tenant determines on the basis of its review of Landlord’s books and records that determination of Operating Expenses was in error in Landlord’s favor by more than five percent (5%), Landlord shall pay the amount cost of such audit. Nothing in this Section 7.8 shall entitle Tenant to withhold any disputed portion of Operating Expenses paid by Tenant pursuant to this Paragraph 4 for the period covered by such Expense Statement is less than or greater than the actual amount properly payable by Tenant under the terms of this Lease, Tenant shall promptly pay any deficiency to Landlord or, if Landlord concurs with pending the results of Tenant’s the audit, Landlord shall promptly refund any excess payment to Tenant, as the case may be. Landlord shall pay for any reasonable audit expenses if such excess payment exceeds the aggregate Expenses in Landlord’s Expense Statement by seven percent (7%).

Tenant’s Audit Rights. Provided that Landlord shall maintain books and records of all Expenses and shall permit Tenant to audit Landlord's statements for any annual period so long as (i) written notice of such audit is not in Default under provided to Landlord within ninety (90) days of Tenant's receipt of the terms of this Lease, Tenant, at its sole cost accounting required by Section 4.c.3 and expense, shall have the right (ii) such audit is completed within sixty (60) days after the delivery of each Expense Statement Tenant's intent to review and audit Landlord’s books and records regarding such Expense Statement for the sole purpose of determining the accuracy of such Expense Statement. Such review or audit shall be performed by a nationally recognized accounting firm that calculates its fees with respect to hours actually worked and that does not discount its time or rate (as opposed to a calculation based upon percentage of recoveries or other incentive arrangement), shall take place during normal business hours in the office of Landlord or Landlord’s property manager and shall be completed within three (3) business days after the commencement thereofnotice. If Tenant does not so review or elects to audit Landlord’s such books and records, Landlord’s Expense Statement Landlord shall reasonably cooperate with Tenant and any deficiency or overpayment disclosed by such audit shall be final and binding upon Tenant. In the event that Tenant determines on the basis of its review of Landlord’s books and records that the amount of Expenses promptly paid by Tenant pursuant to this Paragraph 4 for the period covered by such Expense Statement is less than or greater than the actual amount properly payable by Tenant under the terms of this Lease, Tenant shall promptly pay any deficiency to Landlord or, if Landlord concurs with the results of Tenant’s audit, Landlord shall promptly refund any excess payment to Tenant, refunded as the case may be. If Tenant retains a third party to conduct such audit, such third party must be a certified public accountant from an accounting firm reasonably acceptable to Landlord. Tenant may not have such review performed on a contingency fee basis. If any such audit discloses that the Expenses reflected on Landlord's statement were overstated by more than five percent (5%) of the actual Expenses for the subject year, Landlord shall pay reimburse Tenant for the reasonable costs of such audits, not to exceed $1,000.00. The results of any reasonable such audit expenses if such excess payment exceeds shall be held in strict confidence by Tenant and its representatives. If Landlord disputes the aggregate Expenses in Landlord’s Expense Statement by seven percent audit, both parties shall within twenty (7%)20) days agree upon a neutral third party certified public accountant whose determination shall be binding upon both parties, the cost of which shall be split evenly between Landlord and Tenant.

Tenant’s Audit Rights. Provided that Tenant is not in Default under the terms of this LeaseNot more often than once each calendar year, Tenant, upon thirty (30) days advance written notice thereof to Landlord, at its Tenant's sole cost and expense, shall have the right within sixty (60) days after the delivery of each Expense Statement may retain an independent Certified Public Accountant reasonably acceptable to Landlord, to review and audit Landlord’s 's books and records regarding such Expense Statement with regard to the Operating Expenses for the sole purpose Building and the calculations of determining the accuracy of such Expense Statement. Such review or audit shall be performed by a nationally recognized accounting firm that calculates its fees with respect to hours actually worked and that does not discount its time or rate (as opposed to a calculation based upon percentage of recoveries or other incentive arrangement), shall take place during normal business hours in the office of Landlord or Landlord’s property manager and shall be completed within three (3) business days after the commencement Tenant's proportionate share thereof. If Tenant does not so review or audit Landlord’s books and records, Landlord’s Expense Statement shall be final and binding upon Tenant. In the event it is reasonably determined by such auditors that Tenant determines on the basis overpaid its share of its review of Landlord’s books and records that any Increase in Operating Expenses, Landlord shall refund to Tenant the amount of Expenses paid by Tenant pursuant to this Paragraph 4 for the period covered such overpayment within thirty (30) days. If it is reasonably determined by such Expense Statement is less than or greater than the actual amount properly payable by auditors that Tenant under the terms underpaid its share of this Leaseany Increase in Operating Expenses, Tenant shall promptly pay any deficiency to Landlord or, if Landlord concurs with the results amount of Tenant’s auditsuch 3 days. If it is reasonably determined by such auditors that Tenant overpaid its share of any Increase in Operating Expenses by more than five percent (5%), Landlord shall promptly refund any excess payment reimburse Tenant for the reasonable costs of Tenant's audit. Basic Rent to Tenantbe paid per month, and the percentage used to determine "Additional Rent," set forth above, shall be adjusted to reflect the actual rentable area of the Premises as the case may be. Landlord shall pay for any reasonable audit expenses if determined according to BOMA Standards in accordance with Paragraph 1, above, provided such excess payment exceeds the aggregate Expenses in Landlord’s Expense Statement by seven percent (7%)termination is made on or before May 15, 2000.

Tenant’s Audit Rights. Provided that Tenant is not then in Default under the terms of this LeaseLease (nor is any event occurring which with the giving of notice or the passage of time, or both, would constitute a Default hereunder), Tenant, at its sole cost and expense, shall have the right within sixty ninety (6090) days after the delivery of each Expense Statement to review and audit Landlord’s 's books and records regarding such Expense Statement for the sole purpose of determining the accuracy of such Expense Statementthereof. Such review or audit shall be performed by a nationally recognized accounting firm that calculates its fees with respect to hours actually worked and that does not discount its time or rate (as opposed to a calculation based upon percentage of recoveries or other incentive arrangement), shall take place during normal business hours in the office of Landlord or Landlord’s 's property manager and shall be completed within three (3) business days after the commencement thereof. If Tenant does not so review or audit Landlord’s 's books and records, Landlord’s 's Expense Statement shall be final and binding upon Tenant. In the event that Tenant determines on the basis of its review of Landlord’s 's books and records that the amount of Expenses paid by Tenant pursuant to this Paragraph 4 4(e) for the period covered by such Expense Statement is less than or greater than the actual amount properly payable by Tenant under the terms of this Lease, Tenant shall promptly pay any deficiency to Landlord or, if Landlord concurs with the results of Tenant’s such audit, Landlord shall promptly refund any excess payment to Tenant, as the case may be. Tenant shall be solely responsible for the cost of such audit; provided, however, that if the audit reveals that Landlord shall pay has overstated Expenses for any reasonable audit expenses if such excess payment exceeds the aggregate Expenses in Landlord’s Expense Statement relevant annual period by more than seven percent (7%)) of the actual Expenses for such period, then Landlord shall pay the reasonable costs of the audit.

Tenant’s Audit Rights. Provided Landlord agrees that Tenant is not it shall maintain complete and accurate records of all costs, expenses and disbursements paid or incurred by Landlord with respect to the Operating Expenses in Default under accordance with generally accepted accounting principles, consistently applied. Such records shall be kept until two (2) years after the terms termination of this Lease. At any time within twelve (12) months of Tenant's receipt of any statement from Landlord relating to Operating Expenses, Landlord shall furnish Tenant, at its sole cost following Tenant's written request therefor, invoices and expense, other source documents relating to Operating Expenses and Landlord shall have provide in reasonable detail the right within sixty (60) days after calculation of Tenant's Percentage of the delivery of each Expense Statement to review and Operating Expenses. If it is determined from Tenant's audit Landlord’s books and records regarding such Expense Statement for the sole purpose of determining the accuracy of such Expense Statement. Such review or audit shall be performed Operating Expenses that Tenant was overcharged by a nationally recognized accounting firm that calculates its fees with respect to hours actually worked and that does not discount its time or rate more than five percent (as opposed to a calculation based upon percentage of recoveries or other incentive arrangement5%), such overcharge shall take place during normal business hours in the office entitle Tenant to credit against its next payment of Landlord or Landlord’s property manager and shall be completed within three (3) business days after the commencement thereof. If Tenant does not so review or audit Landlord’s books and records, Landlord’s Expense Statement shall be final and binding upon Tenant. In the event that Tenant determines on the basis of its review of Landlord’s books and records that Operating Expenses the amount of the overcharge and the reasonable costs associated with the audit, excluding travel and lodging costs (and, if such credit occurs following the expiration of the Term, Landlord shall promptly pay the amount of such credit to Tenant). If the audit determines that the Tenant was overcharged less than five percent (5%), such overcharge shall entitle Tenant to credit against its next payment of Operating Expenses paid by the amount of the overcharge and Tenant pursuant to this Paragraph 4 shall pay for all reasonable costs associated with the audit (excluding travel and lodging costs). If the audit shall determine that Tenant was undercharged for the period covered by such Expense Statement is less than or greater than the actual amount properly payable by Tenant under the terms of this LeaseOperating Expenses, Tenant shall promptly pay any deficiency the amount of such undercharge to Landlord or, if Landlord concurs with the results of Tenant’s audit, Landlord shall promptly refund any excess payment to Tenant, as the case may be. Landlord and Tenant shall pay for all costs associated with the audit. Notwithstanding anything to the contrary herein, any reasonable audit expenses if Operating Expenses attributable to a period which falls only partially within the term of this Lease shall be prorated between Landlord and Tenant so that Tenant shall pay only that portion thereof which the part of such excess payment exceeds period within the aggregate Expenses in Landlord’s Expense Statement by seven percent (7%)Lease term bears to the entire period.

Tenant’s Audit Rights. Provided that Tenant is not then in Default under the terms of this LeaseLease (nor is any event occurring which with the giving of notice or the passage of time, or both, would constitute a Default hereunder), Tenant, at its sole cost and expense, shall have the right within sixty thirty (6030) days after the delivery of each Expense Statement to review and audit Landlord’s books and records regarding such Expense Statement for the sole purpose of determining the accuracy of such Expense Statementthereof. Such review or audit shall be performed by a nationally recognized accounting firm that calculates its fees with respect to hours actually worked and that does not discount its time or rate (as opposed to a calculation based upon percentage of recoveries or other incentive arrangement), shall take place during normal business hours in the office of Landlord or Landlord’s property manager and shall be completed within three (3) business days after the commencement thereof. If Tenant does not so review or audit Landlord’s books books’ and records, Landlord’s Expense Statement shall be final and binding upon Tenant. In the event that Tenant determines on the basis of its review of Landlord’s books and records that the amount of Expenses paid by Tenant pursuant to this Paragraph 4 for the period covered by such Expense Statement is less than or greater than the actual amount properly payable by Tenant under the terms of this Lease, Tenant shall promptly pay any deficiency to Landlord or, if Landlord concurs with the results of Tenant’s such audit, Landlord shall promptly refund any excess payment to Tenant, as the case may be. Landlord shall pay for any reasonable audit expenses if such excess payment exceeds the aggregate Expenses in Landlord’s Expense Statement by seven percent (7%).

Tenant’s Audit Rights. Provided that Tenant is not in Default under the terms of this Lease, Tenant, at its sole cost and expense, shall have the right to audit the applicable records of the Landlord to confirm that the Operating Expenses billed to Tenant under this Section 6 are proper and conform to the provisions of this Section 6. Such right shall be exercisable by Tenant within sixty one (601) year after Tenant's receipt of each such annual statement, the statement shall be deemed final and accepted by the Tenant. Landlord shall cooperate with Tenant in providing Tenant reasonable access to Landlord's books and records as they relate to any costs or expenses passed through to Tenant pursuant to any provisions of this Lease. If the audit discloses any overpayment on the part of Tenant, then Tenant shall be entitled to a credit on the next succeeding installment of additional rent for an amount equal to the overcharge plus interest on the amount of such overcharge from the date on which same was paid by Tenant until the date refunded by Landlord at the prime rate of Fleet National Bank, and such credit shall be extended to succeeding installments of additional rent in the event such overcharge exceeds the amount of the next succeeding such installment and, in the event the Term of this Lease has expired or been earlier terminated, then Tenant shall be entitled to a refund of such excess from Landlord within thirty (30) days after the delivery of each Expense Statement to review and audit Landlord’s books and records regarding such Expense Statement for the sole purpose of determining the accuracy of such Expense Statementdate or expiration or earlier termination. Such review or audit shall be performed by a nationally recognized accounting firm that calculates its fees with respect to hours actually worked and that does not discount its time or rate (as opposed to a calculation based upon percentage of recoveries or other incentive arrangement)In addition, shall take place during normal business hours in the office event such audit by Tenant discloses such an overcharge in excess of Landlord or Landlord’s property manager and shall be completed within three twelve (312%) business days after the commencement thereof. If Tenant does not so review or audit Landlord’s books and records, Landlord’s Expense Statement shall be final and binding upon Tenant. In the event that Tenant determines on the basis percent of its review of Landlord’s books and records that the amount of Expenses paid by Tenant pursuant to this Paragraph 4 for the period covered by such Expense Statement is less than or greater than the actual amount properly payable by Tenant under Operating Expenses, the terms of this Lease, Tenant shall promptly pay any deficiency to Landlord or, if Landlord concurs with the results of Tenant’s audit, Landlord shall promptly refund any excess payment to Tenant, as the case may be. Landlord shall pay for any to Tenant the reasonable costs and expenses documented by the Tenant of the cost of such audit expenses if such excess payment exceeds up to the aggregate Expenses in Landlord’s Expense Statement by seven percent maximum amount of One Thousand and 00/100 (7%)$1,000.00) Dollars.

Tenant’s Audit Rights. Provided that Tenant is not in Default under the terms of this Lease, Tenant, at its sole cost and expense, shall have the right within sixty (60) days after the delivery of each Expense Statement to review and audit Landlord’s books and records regarding such Expense Statement for the sole purpose of determining the accuracy of such Expense Statement. Such review or audit shall be performed by a nationally recognized accounting firm that calculates its fees with respect to hours actually worked and that does not discount its time or rate (as opposed to a calculation based upon percentage of recoveries or other incentive arrangement), shall take place during normal business hours in the office of Landlord or Landlord’s property manager and shall be completed within three (3) business days after the commencement thereof. If Tenant does not so review or audit Landlord’s books and records, Landlord’s Expense Statement shall be final and binding upon Tenant. In the event that Tenant determines on the basis of its review of Landlord’s books and records that the amount of Expenses paid by Tenant pursuant to this Paragraph 4 for the period covered by such Expense Statement is less than or greater than the actual amount properly payable by Tenant under the terms of this Lease, Tenant shall promptly pay any deficiency to Landlord or, if Landlord concurs with the results of Tenant’s audit, Landlord shall promptly refund any excess payment to Tenant, as the case may be. Landlord shall pay for any reasonable audit expenses if such excess payment exceeds the aggregate Expenses in Landlord’s Expense Statement by seven percent (7%).