Common use of Tenant’s Inspection Right Clause in Contracts

Tenant’s Inspection Right. Provided no Event of Default then exists, after receiving the Annual Operating Expenses Statement and giving Landlord 30-days’ prior written notice thereof, Tenant may inspect or audit Landlord’s records relating to Operating Expenses for the period of time covered by such Annual Operating Expenses Statement in accordance with the following provisions. If Tenant fails to object to the calculation of Operating Expenses on an Annual Operating Expenses Statement within 90 days after the statement has been delivered to Tenant, or if Tenant fails to conclude its audit or inspection within 180 days after the statement has been delivered to Tenant, then Tenant shall have waived its right to object to the calculation of Operating Expenses for the year in question and the calculation of Operating Expenses set forth on such statement shall be final. Tenant’s audit or inspection shall be conducted where Landlord maintains its books and records, shall not unreasonably interfere with the conduct of Landlord’s business, and shall be conducted only during business hours reasonably designated by Landlord. Tenant shall pay the costs of such audit or inspection, unless the total Operating Expenses for the period in question is determined to be overstated by more than 5% in the aggregate, in which case Landlord shall pay the audit cost. Tenant may not conduct an inspection or have an audit performed more than once during any calendar year. Tenant or the accounting firm conducting such audit shall, at no charge to Landlord, submit its audit report in draft form to Landlord for Landlord’s review and comment before the final approved audit report is submitted to Landlord, and any reasonable comments by Landlord shall be incorporated into the final audit report. If such inspection or audit reveals that an error was made in the Operating Expenses previously charged to Tenant, then Landlord shall refund to Tenant any overpayment of any such costs, or Tenant shall pay to Landlord any underpayment of any such costs, as the case may be, within 30 days after notification thereof. Provided Landlord’s accounting for Operating Expenses is consistent with the terms of this Lease, standard practices and consistent with the Comparable Buildings, Landlord’s good faith judgment regarding the proper accounting for Operating Expenses (including the decision to include or exclude certain items not specifically stated herein as being included in, or excluded from, Operating Expenses) shall be binding on Tenant in connection with any such audit or inspection (but shall not otherwise limit Tenant’s audit rights contained herein). Tenant shall 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) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such audit or inspection (and Tenant shall deliver the fee agreement or other similar evidence of such fee arrangement to Landlord upon request), and (b) which agrees with Landlord in writing to maintain the results of such audit or inspection confidential. Nothing in this Section 5.4 shall be construed to limit, suspend or xxxxx Tenant’s obligation to pay Rent when due, including Tenant’s Pro Rata Share of Operating Expenses.

Tenant’s Inspection Right. Provided no Event of Default then existsexists (or if an Event of Default exists when Tenant provides written notice that Tenant objects to the calculation of Additional Rent on an annual Reconciliation Statement and Tenant cures such Event of Default within 30 days), and provided that Tenant’s Proportionate Share of Additional Rent for the period in question exceeds the amounts applied in calculating Additional Rent for the Base Year with respect to any Reconciliation Statement relating to any year following the Base Year, after receiving the Annual Operating Expenses an annual Reconciliation Statement and giving Landlord 30-30 days’ prior written notice thereof, Tenant may inspect or audit Landlord’s records relating to Operating Expenses Additional Rent for the period of time covered by such Annual Operating Expenses Reconciliation Statement in accordance with the following provisions. If Tenant fails to object to the calculation of Operating Expenses Additional Rent on an Annual Operating Expenses annual Reconciliation Statement within 90 30 days after the statement has been delivered to Tenant, or if Tenant fails to conclude its audit or inspection within 180 90 days after the statement has been delivered to Tenant, then Tenant shall have waived its right to object to the calculation of Operating Expenses Additional Rent for the year in question and the calculation of Operating Expenses Additional Rent set forth on such statement shall be final. Tenant’s audit or inspection shall be conducted where Landlord maintains its books and records, shall not unreasonably interfere with the conduct of Landlord’s business, and DMWEST #36871000 v9 0 XXXXX XXXX XXXXXXX, XX 00000 shall be conducted only during business hours reasonably designated by Landlord. Tenant shall pay the costs cost of such audit or inspection, including, after the first eight hours of such audit or inspection conducted in Landlord’s offices, $150 per each additional hour of Landlord’s or the building manager’s employee time devoted to such inspection or audit to reimburse Landlord for its overhead costs allocable to the inspection or audit, unless the total Operating Expenses Costs for the period in question is determined to be overstated by more than 5% in the aggregate, in which case Landlord shall pay the audit costcost (not to exceed $3,500.00). Tenant may not conduct an inspection or have an audit performed more than once during any calendar year. Tenant or the accounting firm conducting such audit shall, at no charge to Landlord, submit its audit report in draft form to Landlord for Landlord’s review and comment before the final approved audit report is submitted to Landlord, and any reasonable comments by Landlord shall be incorporated into the final audit report. If such inspection or audit reveals that an error was made in the Operating Expenses Additional Rent previously charged to Tenant, then Landlord shall refund to Tenant any overpayment of any such costs, or Tenant shall pay to Landlord any underpayment of any such costs, as the case may be, within 30 days after notification thereof. If the audit determines an expense or cost should not be included in Additional Rent, an adjustment shall be made to both the year subject to the inspection or audit and the Base Year so costs and expenses for each year are consistently applied. Provided Landlord’s accounting for Operating Expenses Additional Rent is consistent with the terms of this Lease, standard practices and consistent with the Comparable Buildings, Landlord’s good faith judgment regarding the proper interpretation of this Lease and the proper accounting for Operating Expenses (including the decision to include or exclude certain items not specifically stated herein as being included in, or excluded from, Operating Expenses) Additional Rent shall be binding on Tenant in connection with any such audit or inspection (but shall not otherwise limit Tenant’s audit rights contained herein)inspection. Tenant shall 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, (b) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such audit or inspection (and Tenant shall deliver the fee agreement or other similar evidence of such fee arrangement to Landlord upon request), and (bc) which agrees with Landlord in writing to maintain the results of such audit or inspection confidential, except as required by applicable Law, and (d) which does not represent other tenants of the Project. Nothing in this Section 5.4 4.2.7 shall be construed to limit, suspend or xxxxx Tenant’s obligation to pay Rent when due, including Additional Rent. Tenant hereby acknowledges that Tenant’s Pro Rata Share sole right to audit Landlord’s books and records and to contest the amount of Operating ExpensesAdditional Rent payable by Tenant shall be as set forth in this Section 4.2.7, and Tenant hereby waives any and all other rights pursuant to applicable law to audit such books and records and/or to contest the amount of Additional Rent payable by Tenant. This provision shall survive the expiration or earlier termination of the Lease.

Tenant’s Inspection Right. Provided no Event of Default then exists, after receiving the Annual Operating Expenses Statement and After giving Landlord thirty (30-days’ ) days prior written notice thereof, Tenant may reasonably inspect or audit Landlord’s 's records relating to Operating Expenses Costs and Taxes for the period any periods of time covered by such Annual Operating Expenses Statement in accordance with within one (1) year before the following provisionsaudit or inspection; however, no audit or inspection shall extend to periods of time before the Commencement Date. If Tenant fails to object to the calculation of Operating Expenses Costs and Taxes on an Annual annual Operating Expenses Costs and Tax Statement within 90 days after the statement has been delivered to Tenant, or if Tenant fails to conclude its audit or inspection within 180 one hundred eighty (180) days after the statement has been delivered to Tenant, then Tenant shall have waived its right to object to the calculation of Operating Expenses Costs and Taxes for the year in question and the calculation of Operating Expenses Costs and Taxes set forth on such statement shall be final. Tenant’s 's audit or inspection shall be conducted where Landlord maintains its books and records, shall not unreasonably interfere with the conduct of Landlord’s business, and shall be conducted only during business hours reasonably designated by Landlord. Tenant shall pay the costs cost of such audit or inspection, inspection unless the total Operating Expenses Costs and Taxes for the time period in question is determined to be overstated in error by more than five percent (5% %) in the aggregate, in which case Landlord shall pay the audit cost. Tenant may not conduct an inspection or have an audit performed more than once during any calendar year. Tenant or the accounting firm conducting such audit shall, at no charge to Landlord, submit its audit report in draft form to Landlord for Landlord’s review and comment before the final approved audit report is submitted to Landlord, and any reasonable comments by Landlord shall be incorporated into the final audit report. If such inspection or audit reveals that an error was made in the Operating Expenses Costs and Taxes previously charged to Tenant, then Landlord shall refund to Tenant any overpayment of any such costs, or Tenant shall pay to Landlord any underpayment of any such costs, as the case may be, within 30 thirty (30) days after notification thereof. Provided Landlord’s 's accounting for Operating Expenses Costs and Taxes is consistent with the terms of this Lease, standard practices and consistent with the Comparable BuildingsAgreement, Landlord’s 's good faith judgment regarding the proper interpretation of this Agreement and the proper accounting for Operating Expenses (including the decision to include or exclude certain items not specifically stated herein as being included in, or excluded from, Operating Expenses) Costs and Taxes shall be binding on Tenant in connection with any such audit or inspection (but shall not otherwise limit Tenant’s audit rights contained herein)inspection. Tenant shall 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 (aA) reasonably acceptable to Landlord, (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such audit or inspection (and Tenant shall deliver the fee agreement or other similar evidence of such fee arrangement to Landlord upon request), and (bC) which agrees with Landlord in writing to maintain the results of such audit or inspection confidential. Nothing in this Section 5.4 shall be construed to limit, suspend or xxxxx Tenant’s obligation to pay Rent when due, including Tenant’s Pro Rata Share of Operating Expenses.

Tenant’s Inspection Right. Provided no Event of Default then exists, after receiving the Annual Operating Expenses an annual Reconciliation Statement and giving Landlord 30-30 days’ prior written notice thereof, Tenant may inspect or audit Landlord’s records relating to Operating Expenses Additional Rent for the period of time covered by such Annual Operating Expenses Reconciliation Statement in accordance with the following provisions. If Tenant fails to object to the calculation of Operating Expenses Additional Rent on an Annual Operating Expenses annual Reconciliation Statement within 90 60 days after the statement has been delivered to Tenant, or if Tenant fails to conclude its audit or inspection within 180 120 days after the statement has been delivered to Tenant, then Tenant shall have waived its right to object to the calculation of Operating Expenses Additional Rent for the year in question and the calculation of Operating Expenses Additional Rent set forth on such statement shall be final. Tenant’s audit or inspection shall be conducted where Landlord maintains its books and records, shall not unreasonably interfere with the conduct of Landlord’s business, and shall be conducted only during business hours reasonably designated by Landlord. Tenant shall pay the costs cost of such audit or inspection, inspection unless the total Operating Expenses Additional Rent for the period in question is determined to be overstated by more than 5% in the aggregate, and, as a result thereof, Tenant paid to Landlord more than the actual Additional Rent due for such period, in which case Landlord shall pay the audit costcost (not to exceed $2,500). Tenant may not conduct an inspection or have an audit performed more than once during any calendar year. Tenant or the accounting firm conducting such audit shall, at no charge to Landlord, submit its audit report in draft form to Landlord for Landlord’s review and comment before the final approved audit report is submitted to Landlord, and any reasonable comments by Landlord shall be incorporated into the final audit report. If such inspection or audit reveals that an error was made in the Operating Expenses Additional Rent previously charged to Tenant, then Landlord shall refund to Tenant any overpayment of any such costs, or Tenant shall pay to Landlord any underpayment of any such costs, as the case may be, within 30 days after notification thereof. Provided Landlord’s accounting for Operating Expenses Additional Rent is consistent with the terms of this Lease, standard practices and consistent with the Comparable Buildings, Landlord’s good faith judgment regarding the proper interpretation of this Lease and the proper accounting for Operating Expenses (including the decision to include or exclude certain items not specifically stated herein as being included in, or excluded from, Operating Expenses) Additional Rent shall be binding on Tenant in connection with any such audit or inspection (but shall not otherwise limit Tenant’s audit rights contained herein)inspection. Tenant shall 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 any member of the “Big Four” accounting firms shall be deemed acceptable to Landlord), (b) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such audit or inspection (and Tenant shall deliver the fee agreement or other similar evidence of such fee arrangement to Landlord upon request), and (bc) which agrees with Landlord in writing to maintain the results of such audit or inspection confidential. Notwithstanding the foregoing, Tenant shall have no right to conduct an audit if Landlord furnishes to Tenant an audit report for the period of time in question prepared by an independent certified public accounting firm of recognized national standing (whether originally prepared for Landlord or another party). Nothing in this Section 5.4 4.2.7 shall be construed to limit, suspend or xxxxx Tenant’s obligation to pay Rent when due, including Additional Rent. Tenant hereby acknowledges that Tenant’s Pro Rata Share sole right to audit Landlord’s books and records and to contest the amount of Operating ExpensesAdditional Rent payable by Tenant shall be as set forth in this Section 4.2.7, and Tenant hereby waives any and all other rights pursuant to applicable law to audit such books and records and/or to contest the amount of Additional Rent payable by Tenant. This provision shall survive the expiration or earlier termination of the Lease.