Tenant’s Right to Audit Operating Costs Clause Samples

Tenant’s Right to Audit Operating Costs. (i) Tenant shall have the right, upon fulfillment of the conditions set forth below, to conduct one (1) audit of the Landlord's books and records covering the Operating Costs for each particular calendar year, or portion thereof as the case may be, to verify the accuracy of the Landlord's determination of the Tenant's percentage of such Operating Costs. In the event Tenant does not elect to conduct an audit of the Landlord's books and records for a particular calendar year as set forth herein, then the Landlord's statement of Operating Costs for that particular calendar year shall be deemed conclusive and binding for all purposes. The conditions which must be met before Tenant shall have the right to audit the books and records of a particular calendar year are as follows: a) Tenant must provide Landlord not less than fifteen (15) days' prior written notice of the Tenant's election to audit (the "Tenant's Notice of Audit"); provided, however, Tenant's audit may only cover the preceding two (2) calendar years. b) Tenant's audit must be undertaken and completed by Tenant or its agents at reasonable times during Landlord's normal business hours at the place where the Landlord's records are normally kept. Said audit must be completed within ninety (90) days of Landlord's receipt of Tenant's Notice of Audit. c) Tenant shall not be entitled to withhold Rent pending the outcome of any audit. d) At the time the Tenant delivers its Tenant's Notice of Audit to Landlord, the Tenant shall also provide evidence reasonably acceptable to the Landlord that the audit will be a "fair and true audit." For the purposes hereof, the term "fair and true audit" shall mean that the review of the subject books and records shall be undertaken and completed by the Tenant, its officers or employees, or by an independent accounting firm or property management firm and that in no event will the party auditing the books (or that party's employer or principal) directly or indirectly base the compensation or fees for such audit work upon a percentage of the savings found or the return due the Tenant by reason of that audit. (ii) The Tenant's rights to audit the Landlord's books and records shall be strictly limited to the right set forth above and the Tenant shall have no right to audit any of the Landlord's books or records for any calendar year before or after the Lease Term or for any calendar year other than the immediately two (2) preceding calendar years as set forth above. All costs...