Common use of Tenant Verification Clause in Contracts

Tenant Verification. Tenant shall have the right to inspect, upon reasonable notice, at reasonable times and in a reasonable manner, during the ninety (90) day period following the delivery of Landlord's Year End Statement, such of Landlord's books of account and records as pertain to and contain information concerning the Common Area Charges for such year in order to verify the amounts thereof (herein referred to as a "Tenant Audit"). The Tenant acknowledges and agrees that the calculation of the amounts due on the Year End Statement require a certain threshold level of financial competence and, consequently, if Tenant elects to engage a third party to conduct a Tenant Audit, that third party shall be an independent certified public accountant. If the Tenant Audit is conducted by such an independent certified public accountant, and the fee arrangement between Tenant and such independent certified public accountant is a contingency or similar fee arrangement pursuant to which the Tenant's independent certified public accountant is paid a fee as a percentage of the amount of any reduction that it obtains in the calculation of the amount due from Tenant on account of such Common Area Charges (herein a "Contingency Fee"), then the Tenant shall be obligated to pay a fee to the Landlord in an amount equivalent to the greater of either (i) the amount of all reasonable costs and expenses paid or incurred by Landlord in connection with any such Tenant Audit, including, without limitation, an amount calculated by Landlord to reimburse Landlord, on an hourly basis, for the costs associated with utilizing its own internal accountants and/or property management personnel to facilitate the completion of such a Tenant Audit (the "Landlord's Overhead Fee"), or (ii) the amount of the Contingency Fee, in either case, to reimburse Landlord for the time and expense associated with responding and furnishing information for such Tenant Audit. If such independent certified public accountant is not to be compensated by Tenant with a Contingency Fee, the Tenant shall, nonetheless, be obligated to pay to Landlord the Landlord's Overhead Fee in connection with any such Tenant Audit. The amounts due from Tenant to Landlord on account of the Landlord's Overhead Fee or on account of any such Contingency Fee shall not be due if the results of any such Tenant Audit or any Final Determination, as specified below, result in a credit due to the Tenant in an amount equal to five percent (5%) of the aggregate amount of such Common Area Charges, or more, for the year in question. If Tenant or any such independent certified public accountant fails to specifically identify any errors or omissions in the Year End Statement within such ninety (90) day period, the amounts due to Landlord or to be credited to Tenant, as reflected on the Year End Statement, shall be conclusively due in the manner set forth in such Year End Statement. Upon completion of any such Tenant Audit, the Tenant shall furnish a complete copy thereof to Landlord. Upon receipt of any such Tenant Audit, if the Landlord agrees with the results of such Tenant Audit, the Landlord shall revise its Year End Statement accordingly. Alternatively, if the Landlord disagrees with the results of the Tenant Audit, the Landlord shall submit its Year End Statement and supporting information, together with a copy of the Tenant Audit to an independent certified public accountant (the "Accountant") to make a final and conclusive determination as to the actual amount due from Tenant on account of such Common Area Charges hereunder (herein a "Final Determination"). If and to the extent that the actual amount of Common Area Charges due from the Tenant, as determined by such Accountant, is five percent (5%) less then the amounts indicated to be due from Tenant on the Landlord's Year End Statement, the Landlord shall pay for the costs and expenses associated with obtaining the Final Determination. In all other cases, the Tenant shall be responsible for the cost of obtaining the Final Determination, which amounts shall constitute Additional Rent hereunder and which amounts shall be immediately due and payable.

Tenant Verification. Landlord shall keep complete books and records in reasonable detail and copies of invoices regarding Operating Expenses for a period of two (2) years after the end of the year to which such books, records and invoices apply. In addition, Landlord shall furnish to Tenant tax bills evidencing payment and, on request, copies of applicable invoices. Tenant, its accountants or agents, shall have the right to inspect, upon reasonable notice, at reasonable times and in a reasonable manner, during the ninety (90) day period following the delivery of Landlord's Year End Statement, such of Landlord's ’s books of account and records as pertain to and contain information concerning the Common Area Charges for such year Operating Expenses in order to verify the amounts thereof (herein referred to as a "Tenant Audit"). The Tenant acknowledges and agrees that the calculation of the amounts due on the Year End Statement require a certain threshold level of financial competence and, consequently, if Tenant elects to engage a third party to conduct a Tenant Audit, that third party shall be an independent certified public accountantthereof. If the Tenant’s audit discloses an overpayment by Tenant Audit is conducted by such an independent certified public accountantof Operating Expenses, and the fee arrangement between Landlord shall reimburse Tenant and such independent certified public accountant is a contingency or similar fee arrangement pursuant to which the Tenant's independent certified public accountant is paid a fee as a percentage of the amount of any reduction that it obtains in the calculation of the amount due from Tenant on account such overpayment within 30 days of such Common Area Charges (herein a "Contingency Fee"), then the Tenant shall be obligated to pay a fee to the Landlord determination and if such overpayment is in an amount equivalent to the greater excess of either (i) the amount of all reasonable costs and expenses paid or incurred by Landlord in connection with any such Tenant Audit, including, without limitation, an amount calculated by Landlord to reimburse Landlord, on an hourly basis, for the costs associated with utilizing its own internal accountants and/or property management personnel to facilitate the completion of such a Tenant Audit (the "Landlord's Overhead Fee"), or (ii) the amount of the Contingency Fee, in either case, to reimburse Landlord for the time and expense associated with responding and furnishing information for such Tenant Audit. If such independent certified public accountant is not to be compensated by Tenant with a Contingency Fee, the Tenant shall, nonetheless, be obligated to pay to Landlord the Landlord's Overhead Fee in connection with any such Tenant Audit. The amounts due from Tenant to Landlord on account of the Landlord's Overhead Fee or on account of any such Contingency Fee shall not be due if the results of any such Tenant Audit or any Final Determination, as specified below, result in a credit due to the Tenant in an amount equal to five percent (5%) of the aggregate amount of such Common Area Charges, or more, Operating Expenses for the year in question, then Landlord shall pay Tenant’s accounting fees reasonably incurred in auditing the Operating Expenses, even if Tenant’s auditor is paid on a contingency basis. If Tenant or any such independent certified public accountant fails does not object to specifically identify any errors or omissions in the Year End Statement within such ninety (90) day period, the amounts due to Landlord or to be credited to Tenant, as reflected on the Year End Statement, shall be conclusively due in the manner charges set forth in such Year End Statement. Upon completion of any such Tenant Audit, the Tenant shall furnish a complete copy thereof to Landlord. Upon Annual Rental Adjustment within one (1) year after receipt of any such Tenant Auditthe statement relating thereto, if the Landlord agrees with the results of such Tenant Audit, the Landlord shall revise its Year End Statement accordingly. Alternatively, if the Landlord disagrees with the results of the Tenant Audit, the Landlord shall submit its Year End Statement and supporting information, together with a copy of the Tenant Audit to an independent certified public accountant (the "Accountant") to make a final and conclusive determination as to the actual amount due from Tenant on account of such Common Area Charges hereunder (herein a "Final Determination"). If and to the extent that the actual amount of Common Area Charges due from the Tenant, as determined by such Accountant, is five percent (5%) less then the amounts indicated to be due from Tenant on the Landlord's Year End Statement, the Landlord shall pay for the costs and expenses associated with obtaining the Final Determination. In all other cases, the Tenant shall be responsible for deemed to have approved all charges set forth therein and waived any rights to reimbursement relating thereto. In the event Landlord and Tenant cannot agree on the amount of an overpayment as set forth in the immediately preceding paragraph, either party may require that the dispute be resolved as follows in the event the amount in dispute is less than $15,000.00: Landlord and Tenant shall mutually select one (1) certified property manager certified by the Institute of Real Estate Management not related, employed, or otherwise engaged by either of the parties. If the parties are unable to agree on a certified property manager, the parties shall request the Presiding Judge of the Catawba County Superior Court, North Carolina Common Pleas to select the certified property manager and if such judge is unwilling to do so, each party shall select a licensed North Carolina commercial real estate agent who shall together select a North Carolina certified commercial property manager. The certified property manager shall determine if there was an overpayment and the amount of such overpayment based on the facts presented by Landlord and Tenant. The cost of obtaining the Final Determination, which amounts shall constitute Additional Rent hereunder and which amounts such arbitration shall be immediately due paid by the non-prevailing party. The certified property manager’s decision shall be conclusive and payablebinding on Landlord and Tenant.

Tenant Verification. Landlord shall keep complete books and records in reasonable detail and copies of invoices regarding Operating Expenses for a period of two (2) years after the end of the year to which such books, records and invoices apply. In addition, Landlord shall furnish to Tenant tax bills evidencing payment and, on request, copies of applicable invoices. Tenant, its accountants or agents, shall have the right to inspect, upon reasonable notice, at reasonable times and in a reasonable manner, during the ninety (90) day period following the delivery of Landlord's Year End Statement, such of Landlord's ’s books of account and records as pertain to and contain information concerning the Common Area Charges for such year Operating Expenses in order to verify the amounts thereof (herein referred to as a "Tenant Audit"). The Tenant acknowledges and agrees that the calculation of the amounts due on the Year End Statement require a certain threshold level of financial competence and, consequently, if Tenant elects to engage a third party to conduct a Tenant Audit, that third party shall be an independent certified public accountantthereof. If the Tenant’s audit discloses an overpayment by Tenant Audit is conducted by such an independent certified public accountantof Operating Expenses, and the fee arrangement between Landlord shall reimburse Tenant and such independent certified public accountant is a contingency or similar fee arrangement pursuant to which the Tenant's independent certified public accountant is paid a fee as a percentage of the amount of any reduction that it obtains in the calculation of the amount due from Tenant on account such overpayment within 30 days of such Common Area Charges (herein a "Contingency Fee"), then the Tenant shall be obligated to pay a fee to the Landlord determination and if such overpayment is in an amount equivalent to the greater excess of either (i) the amount of all reasonable costs and expenses paid or incurred by Landlord in connection with any such Tenant Audit, including, without limitation, an amount calculated by Landlord to reimburse Landlord, on an hourly basis, for the costs associated with utilizing its own internal accountants and/or property management personnel to facilitate the completion of such a Tenant Audit (the "Landlord's Overhead Fee"), or (ii) the amount of the Contingency Fee, in either case, to reimburse Landlord for the time and expense associated with responding and furnishing information for such Tenant Audit. If such independent certified public accountant is not to be compensated by Tenant with a Contingency Fee, the Tenant shall, nonetheless, be obligated to pay to Landlord the Landlord's Overhead Fee in connection with any such Tenant Audit. The amounts due from Tenant to Landlord on account of the Landlord's Overhead Fee or on account of any such Contingency Fee shall not be due if the results of any such Tenant Audit or any Final Determination, as specified below, result in a credit due to the Tenant in an amount equal to five percent (5%) of the aggregate amount of such Common Area Charges, or more, Operating Expenses for the year in question, then Landlord shall pay Tenant’s accounting fees reasonably incurred in auditing the Operating Expenses, even if Tenant’s auditor is paid on a contingency basis. If Tenant or any such independent certified public accountant fails does not object to specifically identify any errors or omissions in the Year End Statement within such ninety (90) day period, the amounts due to Landlord or to be credited to Tenant, as reflected on the Year End Statement, shall be conclusively due in the manner charges set forth in such Year End Statement. Upon completion of any such Tenant Audit, the Tenant shall furnish a complete copy thereof to Landlord. Upon Annual Rental Adjustment within one (1) year after receipt of any such Tenant Auditthe statement relating thereto, if the Landlord agrees with the results of such Tenant Audit, the Landlord shall revise its Year End Statement accordingly. Alternatively, if the Landlord disagrees with the results of the Tenant Audit, the Landlord shall submit its Year End Statement and supporting information, together with a copy of the Tenant Audit to an independent certified public accountant (the "Accountant") to make a final and conclusive determination as to the actual amount due from Tenant on account of such Common Area Charges hereunder (herein a "Final Determination"). If and to the extent that the actual amount of Common Area Charges due from the Tenant, as determined by such Accountant, is five percent (5%) less then the amounts indicated to be due from Tenant on the Landlord's Year End Statement, the Landlord shall pay for the costs and expenses associated with obtaining the Final Determination. In all other cases, the Tenant shall be responsible for deemed to have approved all charges set forth therein and waived any rights to reimbursement relating thereto. In the event Landlord and Tenant cannot agree on the amount of an overpayment as set forth in the immediately preceding paragraph, either party may require that the dispute be resolved as follows in the event the amount in dispute is less than $15,000.00: Landlord and Tenant shall mutually select one (1) certified property manager certified by the Institute of Real Estate Management not related, employed, or otherwise engaged by either of the parties. If the parties are unable to agree on a certified property manager, the parties shall request the Presiding Judge of the Cuyahoga County Common Pleas to select the certified property manager. The certified property manager shall determine if there was an overpayment and the amount of such overpayment based on the facts presented by Landlord and Tenant. The cost of obtaining the Final Determination, which amounts shall constitute Additional Rent hereunder and which amounts such arbitration shall be immediately due paid by the non-prevailing party. The Certified Property Manager’s decision shall be conclusive and payablebinding on Landlord and Tenant.

Tenant Verification. Tenant shall have the right to inspect, upon reasonable notice, at reasonable times and in a reasonable manner, during the ninety (90) day period following the delivery of Landlord's Year End Statement’s statement of the actual amount of Building Operating Expenses, such of Landlord's ’s books of account and records as pertain to and contain information concerning the Common Area Charges for such year expenses in order to verify the amounts thereof (herein referred to as a "thereof. Tenant Audit"). The Tenant acknowledges and agrees that the calculation any information obtained during an inspection by Tenant of the amounts due on the Year End Statement require a certain threshold level Landlord’s books of financial competence and, consequently, if Tenant elects to engage a third party to conduct a Tenant Audit, that third party account and records shall be an kept in strict confidence by Tenant and its agents and employees and shall not be disclosed to any other parties except to the extent required by law or by order a court of competent jurisdiction and except to the extent necessary for Tenant to enforce its rights under this Lease. If Tenant shall dispute any item or items included in the determination of Building Operating Expenses for a particular Fiscal Year, and such dispute is not resolved by the parties hereto within one hundred twenty (120) days after the statement for such year was delivered to Tenant, then either party may, within thirty (30) days thereafter, request that a firm of independent certified public accountantaccountants, selected by such party and reasonably acceptable to the other party, render an opinion as to whether or not the disputed item or items were properly reflected and may properly be included in the determination of Building Operating Expenses for such year; and the opinion of such firm on the matter shall be conclusive and binding upon the parties hereto. The fees and expenses incurred in obtaining such an opinion shall be borne by the party adversely affected thereby; and if more than one item is disputed and the opinion adversely affects both parties, the fees and expenses shall be apportioned accordingly. If the Tenant Audit is conducted by such an independent certified public accountant, and the fee arrangement between Tenant and such independent certified public accountant is a contingency shall not dispute any item or similar fee arrangement pursuant to which the Tenant's independent certified public accountant is paid a fee as a percentage of the amount of any reduction that it obtains items included in the calculation determination of Building Operating Expenses for a particular Fiscal Year by delivering a written notice to Landlord generally describing the amount due from Tenant on account basis of such Common Area Charges dispute within one hundred twenty (herein a "Contingency Fee")120) days after the statement for such year was delivered to it, then the Tenant shall be obligated deemed to pay a fee to have approved such statement and such statement shall be binding on Landlord. During the Landlord in an amount equivalent to the greater of either (i) the amount of all reasonable costs and expenses paid or incurred by Landlord in connection with any such Tenant Audit, including, without limitation, an amount calculated by Landlord to reimburse Landlord, on an hourly basis, for the costs associated with utilizing its own internal accountants and/or property management personnel to facilitate the completion of such a Tenant Audit (the "Landlord's Overhead Fee"), or (ii) the amount of the Contingency Fee, in either case, to reimburse Landlord for the time and expense associated with responding and furnishing information for such Tenant Audit. If such independent certified public accountant is not to be compensated by Tenant with a Contingency Fee, the Tenant shall, nonetheless, be obligated to pay to Landlord the Landlord's Overhead Fee in connection with any such Tenant Audit. The amounts due from Tenant to Landlord on account of the Landlord's Overhead Fee or on account pendency of any such Contingency Fee shall not be due if the results of any such Tenant Audit or any Final Determinationdispute over Building Operating Expenses, as specified below, result in a credit due to the Tenant in an amount equal to five percent (5%) of the aggregate amount of such Common Area Charges, or more, for the year in question. If Tenant or any such independent certified public accountant fails to specifically identify any errors or omissions in the Year End Statement within such ninety (90) day period, the amounts due to Landlord or to be credited to Tenant, as reflected on the Year End Statement, shall be conclusively due in the manner set forth in such Year End Statement. Upon completion of any such Tenant Audit, the Tenant shall furnish a complete copy thereof to Landlord. Upon receipt pay Tenant’s Proportionate Share of any such Tenant Audit, if the Landlord agrees Building Operating Expenses as computed and required in accordance with the results of such Tenant Audit, the Landlord shall revise its Year End Statement accordingly. Alternatively, if the Landlord disagrees with the results of the Tenant Audit, the Landlord shall submit its Year End Statement and supporting information, together with a copy of the Tenant Audit to an independent certified public accountant (the "Accountant") to make a final and conclusive determination as to the actual amount due from Tenant on account of such Common Area Charges hereunder (herein a "Final Determination"). If and to the extent that the actual amount of Common Area Charges due from the Tenant, as determined by such Accountant, is five percent (5%) less then the amounts indicated to be due from Tenant on the Landlord's Year End Statement, the Landlord shall pay for the costs and expenses associated with obtaining the Final Determination. In all other cases, the Tenant shall be responsible for the cost of obtaining the Final Determination, which amounts shall constitute Additional Rent hereunder and which amounts shall be immediately due and payablethis Lease.

Tenant Verification. Tenant or its accountants shall have the right to inspect, upon reasonable notice, at reasonable times and in a reasonable manner, during the ninety (90) day period following the delivery of Landlord's Year End Statement’s statement of the actual amount of the Annual Rental Adjustment, such of Landlord's ’s books of account and records as pertain to and contain information concerning the Common Area Charges for such year costs and expenses in order to verify the amounts thereof (herein referred thereof, provided that in no event shall Tenant be entitled to as retain in connection with its inspection of Landlord’s books of account and records any person or firm reviewing such books of accounts and records on a "Tenant Audit"). The Tenant acknowledges contingency basis, and agrees provided further that the calculation of the amounts due on the Year End Statement require a certain threshold level of financial competence andLandlord, consequentlyat Landlord’s sole discretion, if Tenant elects to engage a third party to conduct a Tenant Audit, that third party shall be may provide an audit prepared by an independent certified public accountantaccountant reasonably acceptable to Tenant, in lieu of allowing Tenant to inspect Landlord’s books of account and records. If the Tenant Audit is conducted by such an independent certified public accountant, agrees that any information obtained during its inspection of Landlord’s books of account and the fee arrangement between Tenant records and such independent certified public accountant is a contingency or similar fee arrangement pursuant to which the Tenant's independent certified public accountant is paid a fee as a percentage of the amount of any reduction that it obtains in the calculation of the amount due from Tenant on account audit of such Common Area Charges (herein a "Contingency Fee"), then the records delivered by Landlord to Tenant shall be obligated to pay a fee to the Landlord kept in an amount equivalent to the greater of either (i) the amount of all reasonable costs and expenses paid or incurred by Landlord in connection with any such Tenant Audit, including, without limitation, an amount calculated by Landlord to reimburse Landlord, on an hourly basis, for the costs associated with utilizing its own internal accountants and/or property management personnel to facilitate the completion of such a Tenant Audit (the "Landlord's Overhead Fee"), or (ii) the amount of the Contingency Fee, in either case, to reimburse Landlord for the time and expense associated with responding and furnishing information for such Tenant Audit. If such independent certified public accountant is not to be compensated strict confidence by Tenant with a Contingency Fee, the Tenant shall, nonetheless, be obligated to pay to Landlord the Landlord's Overhead Fee in connection with any such Tenant Audit. The amounts due from Tenant to Landlord on account of the Landlord's Overhead Fee or on account of any such Contingency Fee and its agents and employees and shall not be due if the results disclosed to any other parties. Unless Tenant shall take written exception of any item and any such Tenant Audit or any Final Determinationstatement within such ninety (90) day period, as specified below, result in a credit due to the Tenant in an amount equal to five percent (5%) of the aggregate amount of such Common Area Charges, or more, for the year in questionstatement shall considered final and accepted by Tenant. If Tenant or takes written exception of any such independent certified public accountant fails to specifically identify item within any errors or omissions in the Year End Statement statement within such ninety (90) day period, the amounts due parties shall endeavor to Landlord or agree promptly and reasonably upon any appropriate adjustment to be credited to the Annual Rental Adjustment taking into account Tenant’s findings. If, as reflected of sixty (60) days after Tenant has submitted its findings to Landlord, the parties have not agreed on the Year End Statementappropriate adjustment to the Annual Rental Adjustment, then the parties shall engage a mutually agreeable independent third party accountant with at least ten (10) years’ experience in commercial real estate accounting in the Hampton, New Jersey area (the “Accountant”). If the parties cannot agree on the Accountant, each shall within ten (10) days after such impasse appoint an Accountant and, within ten (10) days after the appointment of both such Accountants, those two Accountants shall select a third. If either party fails to timely appoint an Accountant, then the Accountant the other party appoints shall be conclusively due in the manner set forth in sole Accountant. Within ten (10) days after appointment of the Accountant(s), Landlord and Tenant shall each simultaneously give the Accountants (with a copy to the other party) its determination of the applicable Annual Rental Adjustment, with such Year End Statementsupporting data or information as each submitting party determines appropriate. Upon completion of any Within ten (10) days after such Tenant Auditsubmissions, the Accountants shall by majority vote select either Landlord’s or Tenant’s determination of the Annual Rental Adjustment. The determination of the Accountant (s) shall bind the parties. If the parties agree or the Accountant (s) determine that the Annual Rental Adjustment actually paid by Tenant shall furnish a complete copy thereof for the calendar year in question exceeded Tenant’s obligations for such calendar year, then Landlord shall, at Tenant’s option, either (a) credit the excess to Landlord. Upon receipt the next succeeding installments of any estimated Additional Rent or (b) pay the excess to Tenant within thirty (30) days after delivery of such Tenant Auditresults provided that, if the Lease term has expired, Landlord agrees with shall pay the results excess to Tenant within thirty (30) days. If the parties agree or the Accountant (s) determine that Tenant’s payments of the Annual Rental Adjustment for such calendar year were less than Tenant’s actual obligation for the calendar year, then Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of such Tenant Auditresults. Each party shall pay the costs of its own hired Accountant and will split evenly the cost of the third Accountant, the Landlord shall revise its Year End Statement accordinglyif applicable. AlternativelyAdditionally, if the Landlord disagrees with parties agree or the results of Accountant(s) determine that the Tenant AuditAnnual Rental Adjustment actually paid for the calendar year in question exceeded Tenant’s obligations for such calendar year by more than 5%, the then Landlord shall submit its Year End Statement and supporting information, together with a copy of the reimburse Tenant Audit to an independent certified public accountant (the "Accountant") to make a final and conclusive determination as to the actual amount due from Tenant on account of such Common Area Charges hereunder (herein a "Final Determination"). If and to the extent that the actual amount of Common Area Charges due from the Tenant, as determined by such Accountant, is five percent (5%) less then the amounts indicated to be due from Tenant on the Landlord's Year End Statement, the Landlord shall pay for the costs and reasonable third party out-of- pocket expenses associated incurred by Tenant in connection with obtaining the Final Determination. In all other cases, the Tenant shall be responsible for the cost of obtaining the Final Determination, which amounts shall constitute Additional Rent hereunder and which amounts shall be immediately due and payablesuch audit.

Tenant Verification. If Tenant does not agree with Landlord's determination of the Operating Expenses, then Tenant shall have the right to inspect, upon reasonable notice, at reasonable times and in a reasonable manner, during the ninety (90) day period following the delivery of Landlord's Year End Statement, inspect such of Landlord's books of account and records as pertain to and which contain information concerning the Common Area Charges for such year in order to verify the amounts thereof (herein referred to as a "Tenant Audit"). The Tenant acknowledges and agrees that the calculation Operating Expense information, if written notice of the amounts due on the Year End Statement require a certain threshold level nature of financial competence andsuch disagreement is given to Landlord not later than one (1) year following receipt of such statement by Tenant. Upon receipt by Landlord of such notice from Tenant, consequently, if Tenant elects to engage a third party to conduct a Tenant Audit, that third party Landlord shall be an independent certified public accountantmake such books and records available for Tenant's inspection. If the parties are unable to resolve such disagreement by negotiation within thirty (30) days after Landlord makes such books and records available to Tenant, Tenant Audit is conducted by such an independent certified public accountantmay, at Tenant's sole cost and the fee arrangement between Tenant and such expense, cause a qualified independent certified public accountant is selected by Tenant from a Big Six accounting firm and reasonably acceptable to Landlord (to be paid on an hourly and not a contingency or similar fee arrangement pursuant basis) to which audit Landlord's records with respect to the Tenant's independent certified public accountant is paid a fee as a percentage Operating Expenses. Such audit shall include but not be limited to costs and expenses relating to real estate taxes, insurance premiums and Building expenses. In the event the first audit within each five (5) year period of the amount of any reduction Lease Term discloses (i) errors made during the prior calendar year which, when totaled, clearly indicate that it obtains in the calculation sum overcharged to and paid by Tenant, exceeds three percent (3%) of the Annual Rental Adjustment amount due from Tenant on account plus Landlord's Share of such Common Area Charges Operating Expenses (herein a the "Contingency FeeTotal Fees"), then the Tenant audit shall be obligated to pay a fee to at the Landlord in an amount equivalent to the greater expense of either (i) the amount of all reasonable costs and expenses paid or incurred by Landlord in connection with any such Tenant Audit, including, without limitation, an amount calculated by Landlord to reimburse Landlord, on an hourly basis, for the costs associated with utilizing its own internal accountants and/or property management personnel not to facilitate the completion of such a Tenant Audit exceed Two Thousand Five Hundred Dollars (the "Landlord's Overhead Fee"$2,500.00), or (ii) the amount of the Contingency Fee, in either case, to reimburse Landlord for the time and expense associated with responding and furnishing information for such Tenant Audit. If such independent certified public accountant no errors or an error which equals or is not to be compensated by Tenant with a Contingency Fee, the Tenant shall, nonetheless, be obligated to pay to Landlord the Landlord's Overhead Fee in connection with any such Tenant Audit. The amounts due from Tenant to Landlord on account of the Landlord's Overhead Fee or on account of any such Contingency Fee shall not be due if the results of any such Tenant Audit or any Final Determination, as specified below, result in a credit due to the Tenant in an amount equal to five less than three percent (53%) of the aggregate amount Total Fees, the audit shall be at the expense of such Common Area Charges, or more, for the Tenant. For each subsequent audit during each five (5) year in question. If Tenant or any such independent certified public accountant fails to specifically identify any errors or omissions in the Year End Statement within such ninety (90) day period, where the amounts due to Landlord or to be credited to Tenant, as reflected on the Year End Statement, shall be conclusively due in the manner set forth in such Year End Statement. Upon completion of any such Tenant Audit, the Tenant shall furnish a complete copy thereof to Landlord. Upon receipt of any such Tenant Audit, if the Landlord agrees with the results of such Tenant Audit, the Landlord shall revise its Year End Statement accordingly. Alternatively, if the Landlord disagrees with the results audit discloses errors exceeding three percent (3%) of the Tenant AuditTotal Fees, the Landlord shall submit its Year End Statement and supporting information, together with a copy of the Tenant Audit to an independent certified public accountant (the "Accountant") to make a final and conclusive determination as to the actual amount due from Tenant on account of such Common Area Charges hereunder (herein a "Final Determination"). If and to the extent that the actual amount of Common Area Charges due from the Tenant, as determined by such Accountant, is five percent (5%) less then the amounts indicated to be due from Tenant on the Landlord's Year End Statement, the Landlord shall pay for such audit and, if the audit discloses errors equal to or less than three percent (3%) of the Total Fees, Tenant shall pay the costs and expenses associated with obtaining of the Final Determinationaudit. In all other casesIf Landlord spends more than twelve (12) hours to accommodate Tenant's right to audit hereunder, the Tenant shall be responsible for the cost of obtaining the Final Determination, which amounts shall constitute Additional Rent hereunder and which amounts shall be immediately due and payable.also pay to Landlord as additional rent One

Tenant Verification. Tenant or its designated certified public accountant shall have the right to inspect, upon reasonable notice, at reasonable times and in a reasonable manner, during the ninety one hundred eighty (90180) day period following the delivery of Landlord's Year End Statementstatement of the actual amount of the Annual Rental Adjustment, such of Landlord's books of account and records as pertain to and contain information concerning the Common Area Charges for such year costs and expenses in order to verify the amounts thereof thereof. Tenant's failure to exercise its rights hereunder within said one hundred eighty (herein referred 180) day period shall be deemed a waiver of its right to as a "Tenant Audit"). The Tenant acknowledges and agrees that inspect or contest the calculation method, accuracy or amount of the amounts due on Annual Rental Adjustment. In the Year End Statement require event of any undisputed error, Landlord shall make a certain threshold level of financial competence and, consequently, if correcting payment in full to Tenant elects to engage a third party to conduct a Tenant Audit, that third party shall be an independent certified public accountant. If within thirty (30) days after the Tenant Audit is conducted by such an independent certified public accountant, and the fee arrangement between Tenant and such independent certified public accountant is a contingency or similar fee arrangement pursuant to which the Tenant's independent certified public accountant is paid a fee as a percentage determination of the amount of any reduction that it obtains in such error. In the calculation of the amount due from Tenant on account of such Common Area Charges (herein a "Contingency Fee"), then the Tenant shall be obligated to pay a fee to the Landlord in an amount equivalent to the greater of either (i) the amount of all reasonable costs and expenses paid or incurred by Landlord in connection with any such Tenant Audit, including, without limitation, an amount calculated by Landlord to reimburse Landlord, on an hourly basis, for the costs associated with utilizing its own internal accountants and/or property management personnel to facilitate the completion of such a Tenant Audit (the "Landlord's Overhead Fee"), or (ii) the amount of the Contingency Fee, in either case, to reimburse Landlord for the time and expense associated with responding and furnishing information for such Tenant Audit. If such independent certified public accountant is not to be compensated by Tenant with a Contingency Fee, the Tenant shall, nonetheless, be obligated to pay to Landlord the Landlord's Overhead Fee in connection with any such Tenant Audit. The amounts due from Tenant to Landlord on account of the Landlord's Overhead Fee or on account event of any such Contingency Fee shall not be due if errors on the results part of any such Tenant Audit or any Final Determination, as specified below, result Landlord which Landlord agrees were errors in a credit due to the Tenant in an amount equal to excess of five percent (5%) of Tenant's actual operating expense liability for any calendar year, Landlord will also reimburse Tenant for all costs of an audit reasonably incurred by Tenant within the aggregate amount of such Common Area Charges, or more, for the year in questionabove thirty (30) day period. If within the period aforesaid, Tenant or any provides Landlord with its notice disputing the correctness of the statement, and if such dispute shall have not been settled by agreement, Tenant may submit the dispute to a reputable firm of independent certified public accountant fails to specifically identify any errors accountants selected by Tenant and approved by Landlord, such approval shall not be unreasonably withheld or omissions in delayed, and the Year End Statement within decision of such ninety (90) day period, the amounts due to Landlord or to be credited to Tenant, as reflected on the Year End Statement, accountants shall be conclusively due in conclusive and binding upon the manner set forth parties. If such accountant decides that there was an error, Landlord will make correcting payment. The fees and expenses involved in such Year End Statement. Upon completion of any such Tenant Audit, the Tenant shall furnish a complete copy thereof to Landlord. Upon receipt of any such Tenant Audit, if the Landlord agrees with the results of such Tenant Audit, the Landlord shall revise its Year End Statement accordingly. Alternatively, if the Landlord disagrees with the results of the Tenant Audit, the Landlord shall submit its Year End Statement and supporting information, together with a copy of the Tenant Audit to an independent certified public accountant (the "Accountant") to make a final and conclusive determination as to the actual amount due from Tenant on account of such Common Area Charges hereunder (herein a "Final Determination"). If and to the extent that the actual amount of Common Area Charges due from the Tenant, as determined by such Accountant, is five percent (5%) less then the amounts indicated to be due from Tenant on the Landlord's Year End Statement, the Landlord shall pay for the costs and expenses associated with obtaining the Final Determination. In all other cases, the Tenant decision shall be responsible for borne by the cost of obtaining the Final Determination, which amounts shall constitute Additional Rent hereunder and which amounts shall be immediately due and payableunsuccessful party.