Common use of Examination Right Clause in Contracts

Examination Right. (i) Within 180 days after presentation of Sublandlord's final statement of Costs of Operation and Taxes for any Comparison Year, Subtenant shall have the right to examine, or to have its duly authorized agent ("Subtenant's Representative") examine, Sublandlord's books, accounts and records that reasonably relate to the verification of actual Costs of Operation and Taxes for that Comparison Year ("Records"), in order to determine the accuracy thereof. In making such examination, Subtenant shall keep confidential, and shall cause Subtenant's Representative to agree to keep confidential, any and all information contained in such Records, and the circumstances and details pertaining to such examination and inspection and any dispute or settlement between Sublandlord and Subtenant arising therefrom or relating thereto, except for such disclosure as may be required by law and for any of Subtenant's legal, financial and ongoing business purposes and requirements. Subtenant and Subtenant's Representative shall confirm such agreement in a separate written reasonable confidentiality agreement, if requested by Sublandlord. Upon execution of such a confidentiality agreement by Subtenant and Subtenant's Representative, Sublandlord shall provide Subtenant with copies, at Subtenant's expense, of such Records as Subtenant or Subtenant's Representative request. (ii) If Subtenant commences such an examination within such period, Subtenant shall have the right to object to the accuracy of Sublandlord's final statement by submitting a detailed written statement of such objections to Sublandlord no later than twelve (12) months after receipt of Sublandlord's final statement. Sublandlord and Subtenant shall attempt in good faith to resolve any such objection. If the objection cannot be resolved by mutual agreement within 30 days after the end of such objection period, then a CPA mutually acceptable to Sublandlord and Subtenant (the "Arbiter") shall audit the actual Costs of Operation and/or Taxes for the Comparison Year covered by Sublandlord's statement (which audit shall be limited to the items in dispute), and the Arbiter's findings shall be conclusive and binding upon Sublandlord and Subtenant. (iii) If the figure for Costs of Operation and Taxes in Sublandlord's final statement exceeds the total amount of Subtenant's Share of Costs of Operation and Taxes by more than $50,000 for any given year, then Sublandlord shall pay the Arbiter's fees and costs. Otherwise, Subtenant shall pay the Arbiter's fees and costs. In either case, if the Costs of Operation or Taxes, as determined by the Arbiter, differ from the amount indicated in Sublandlord's statement, Subtenant shall pay Sublandlord any Additional Charges owing on account of an increase in Costs of Operation or Taxes, while Subtenant shall receive a credit against Basic Rent (or, for the final Comparison Year in the Sublease Term, a refund) for any overpayment of Additional Charges resulting from a reduction of Costs or Taxes.

Examination Right. (i) Within 180 days 12 months after presentation of SublandlordLandlord's final statement of Costs of Operation and Taxes for any Comparison Year, Subtenant Tenant shall have the right to examine, or to have its duly authorized agent ("Subtenant's RepresentativeTENANT'S REPRESENTATIVE") examine, Sublandlordthose of Landlord's books, accounts and records that reasonably relate to the verification of support and verify actual Costs of Operation and Taxes for that Comparison Year ("RecordsRECORDS"), in order to determine the accuracy thereof. ▇▇▇▇▇▇'s right to object to the calculation of Costs of Operation and Taxes for the Base Year must be completed by the expiration of 24 months following delivery of a final statement setting forth Costs of Operation and Taxes for the Base Year. In making such examination, Subtenant shall keep confidential, Tenant and shall cause Subtenant's Representative to agree to keep confidential, any its agents and all information contained representatives will be bound by the confidentiality requirements set forth in such Records, and the circumstances and details pertaining to such examination and inspection and any dispute or settlement between Sublandlord and Subtenant arising therefrom or relating thereto, except for such disclosure as may be required by law and for any of Subtenant's legal, financial and ongoing business purposes and requirements. Subtenant and Subtenant's Representative shall confirm such agreement in a separate written reasonable confidentiality agreement, if requested by SublandlordSECTION 4.4 below. Upon execution of such a confidentiality agreement by Subtenant ▇▇▇▇▇▇ and Subtenant▇▇▇▇▇▇'s RepresentativeRepresentative as referenced in SECTION 4.4, Sublandlord Landlord shall provide Subtenant Tenant with copies, at SubtenantTenant's expense, of such Records as Subtenant Tenant or SubtenantTenant's Representative request. In connection with the examination of Records for any Comparison Year, Tenant may review Records for the Base Year and/or any prior Comparison Years if and to the extent such review is necessary to conduct an examination of the Comparison Year in question, provided, however, Tenant shall not be entitled to any adjustment or recharacterization of Base Year Costs of Operation or Taxes or any adjustment or recharacterization of costs within any prior Comparison Year resulting from any review of Base Year Records after the permitted time for examination of Base Year Records, as set forth above in this SECTION 4.2(e)(I). (ii) If Subtenant Tenant commences such an examination within such period, Subtenant Tenant shall have the right to object to the accuracy of Sublandlord▇▇▇▇▇▇▇▇'s final statement by submitting a detailed written statement of such objections to Sublandlord Landlord no later than twelve (12) months 60 days after receipt the completion of Sublandlord's final statementthe examination of the Records. Sublandlord Landlord and Subtenant Tenant shall attempt in good faith to resolve any such objection. If the objection cannot be resolved by mutual agreement within 30 days after the end delivery of such objection periodTenant's written statement setting forth its objection, then a CPA mutually acceptable to Sublandlord Landlord and Subtenant Tenant (or if the parties hereto cannot agree upon a CPA, then the parties shall apply to the local professional association of CPA's in ▇▇▇▇▇ County, Florida and request such association to select a CPA with at least ten (10) years of experience to so serve) (the "ArbiterARBITER") shall audit examine the actual Costs of Operation and/or Taxes for the Comparison Year covered by Sublandlord▇▇▇▇▇▇▇▇'s statement (which audit examination shall be limited to the items in disputedispute and a review of the written statements delivered by the parties under the terms of this Lease), and the Arbiter's findings shall be conclusive and binding upon Sublandlord Landlord and SubtenantTenant. If and to the extent a dispute exists regarding the proper amount of Costs of Operation due to a disagreement on the amount of costs which would be incurred to provide services to space used for normal office purposes in the Building, the Arbiter shall retain the services of a qualified, reputable and experienced engineer or other appropriate expert given the subject matter of the dispute to provide advice which enables the Arbiter to make an informed decision regarding Costs of Operation. The costs of retaining such engineer or other appropriate expert given the subject matter of the dispute shall be deemed included within the costs of the Arbiter for purposes of determining whether Landlord or Tenant pays such costs, as set forth in SECTION 4(e)(III). (iii) If the figure for Costs of Operation and Taxes in Sublandlord's final statement exceeds the total amount of SubtenantTenant's Share of Costs of Operation and Taxes for the Building, as reflected in Landlord's final statement, exceed the actual total amount of Tenant's Share of Costs of Operation and Taxes for the Building during such year by more than $50,000 for any given year25,000 or more, then Sublandlord Landlord shall pay the Arbiter's fees and costs. Otherwise, Subtenant Tenant shall pay the Arbiter's fees and costs. In either caseLandlord and Tenant shall each pay their own attorneys', if accountants' and consultants' fees and other costs incurred by such party in connection with any review of the Building's Books and Records regardless of whether any errors are found. If the Costs of Operation or Taxes, as determined by the Arbiter, differ from the amount indicated in SublandlordLandlord's statement, Subtenant Tenant shall pay Sublandlord Landlord any Additional Charges owing on account of an increase in Costs of Operation or Taxes, while Subtenant Tenant shall receive a credit against Basic Rent Rents (or, for the final Comparison Year in the Sublease Lease Term, a refund) for any overpayment of Additional Charges resulting from a reduction of Costs of Operation or Taxes. The amount of such credit or refund shall include interest, at the Agreed Rate, which shall accrue from the date which is 30 days following the date it is finally determined and agreed upon by Landlord and Tenant that such credit is due until the date credited or refunded to Tenant.

Examination Right. (i) Within 180 one hundred eighty (180) days after presentation of Sublandlord's final statement of Costs of Operation and Taxes for any Comparison Year, Subtenant shall have the right to examine, or to have its duly authorized agent ("Subtenant's Representative") examine, those of Sublandlord's books, accounts and records that reasonably relate to the verification of actual Costs of Operation and Taxes for that Comparison Year ("Records"), in order to determine the accuracy thereof. In making such examination, Subtenant shall keep confidential, and shall cause Subtenant's Representative to agree to keep confidential, any and all information contained in such Records, and the circumstances and details pertaining to such examination and inspection and any dispute or settlement between Sublandlord and Subtenant arising therefrom or relating thereto, except for such disclosure as may be required by law and for or to any of subtenants or assignees. Subtenant's legal, financial and ongoing business purposes and requirements. Subtenant and Subtenant's Representative shall confirm such agreement in a separate written reasonable confidentiality agreement, if requested by Sublandlord. Upon execution of such a confidentiality agreement by Subtenant and Subtenant's Representative, Sublandlord shall provide Subtenant with copies, at Subtenant's expense, of such Records as Subtenant or Subtenant's Representative request. (ii) If Subtenant commences such an examination within such period, Subtenant shall have the right to object to the accuracy of Sublandlord's final statement by submitting a detailed written statement of such objections to Sublandlord no later than twelve one hundred twenty (12120) months days after receipt the conduct of Sublandlord's final statementsaid examination. Sublandlord and Subtenant shall attempt in good faith to resolve any such objection. If the objection cannot be resolved by mutual agreement within 30 days after the end of such objection period, then a CPA mutually acceptable to Sublandlord and Subtenant (the "Arbiter") shall audit the actual Costs of Operation and/or Taxes for the Comparison Year covered by Sublandlord's statement (which audit shall be limited to the items in dispute), and the Arbiter's findings shall be conclusive and binding upon Sublandlord and Subtenant. (iii) If the figure for Costs of Operation and Taxes in Sublandlord's final statement exceeds the total amount of Subtenant's Share of actual Costs of Operation and Taxes by more than $50,000 ten percent (10%) for any given year, then Sublandlord shall pay the Arbiter's fees and costs. Otherwise, Subtenant shall pay the Arbiter's fees and costs. In either case, if the Costs of Operation or and Taxes, as determined by the Arbiter, differ from the amount indicated in Sublandlord's statement, Subtenant shall pay Sublandlord any Additional Charges owing on account of an increase in Costs of Operation or and Taxes, while Subtenant shall receive a credit against Basic Rent (or, for the final Comparison Year in the Sublease Term, a refund) for any overpayment of Additional Charges resulting from a reduction of Costs or Taxes.