Common use of Tenant’s Right to Review Clause in Contracts

Tenant’s Right to Review. Tenant shall have the right to examine, copy and audit Landlord’s books and records relating to Operating Expenses and the allocation of expenses made by Landlord establishing Tenant’s Proportionate Share of Operating Expenses for any calendar year for a period of eighteen (18) months following the date that Tenant receives the statement of Operating Expenses and Tenant’s Proportionate Share of Operating Expenses for such year from Landlord. Tenant shall give Landlord not less than thirty (30) days’ prior notice of its intention to examine and audit such books and records, and such examination and audit shall take place at Landlord’s offices; provided, however, that so long as Landlord maintains an office in the Greater Boston Area, Landlord shall keep the books and records relating to the Premises in such office. All costs of the examination and audit shall be borne by Tenant; provided, however, that if such examination and audit establishes that the actual Operating Expenses or the amount allocated to Tenant’s Proportionate Share of Operating Expenses for the year in question are less than the amount set forth as the annual Operating Expenses on the annual statement delivered to Tenant by at least four percent (4%), then Landlord shall pay the reasonable costs of such examination and audit. If, pursuant to such examination and audit, the payments made for such year by Tenant exceed Tenant’s required payment on account thereof for such calendar year, Landlord shall promptly refund such overpayment. If the payments made by Tenant for such year are less than Tenant’s required payment as established by the examination and audit, Tenant shall pay the deficiency to Landlord within thirty (30) days after conclusion of the examination and audit as well as Landlord’s actual out-of-pocket costs in connection with such examination and audit. The obligation to make such payment or refund for any period within the Lease Term shall survive expiration of the Lease Term. If Tenant does not elect to exercise its right to examine and audit Landlord’s books and records for any calendar year within the time period provided for by this paragraph, Tenant shall have no further right to challenge Landlord’s statement of Operating Expenses and Tenant’s Proportionate Share of Operating Expenses.

Tenant’s Right to Review. Tenant shall have the right to examine, copy and audit Landlord’s books and records relating to Operating Expenses and the allocation of expenses made by Landlord establishing Tenant’s Proportionate Share of Operating Expenses for any calendar year for a period of eighteen (18) months one year following the date that Tenant receives the statement of Operating Expenses and Tenant’s Proportionate Share of Operating Expenses for such year from Landlord. Tenant shall give Landlord not less than thirty (30) days’ prior notice of its intention to examine and audit such books and records, and such examination and audit shall take place at the Landlord’s offices; provided, however, that so long as Landlord maintains an office in the Greater Boston Area, Landlord shall keep the books and records relating to the Premises in such office. All costs of the examination and audit shall be borne by Tenant; provided, however, that if such examination and audit establishes that the actual Operating Expenses or the amount allocated to Tenant’s Proportionate Share of Operating Expenses for the year in question are less than the amount set forth as the annual Operating Expenses on the annual statement delivered to Tenant by at least four five percent (45%), then Landlord shall pay the reasonable costs of such examination and audit. If, pursuant to such examination and audit, the payments made for such year by Tenant exceed Tenant’s required payment on account thereof for such calendar year, Landlord shall promptly refund such overpayment. If the payments made by Tenant for such year are less than Tenant’s required payment as established by the examination and audit, Tenant shall pay the deficiency to Landlord within thirty (30) days after conclusion of the examination and audit as well as Landlord’s actual out-of-pocket costs in connection with such examination and audit. The obligation to make such payment or refund for any period within the Lease Term shall survive expiration of the Lease Term. If Tenant does not elect to exercise its right to examine and audit Landlord’s books and records for any calendar year within the time period provided for by this paragraph, Tenant shall have no further right to challenge Landlord’s statement of Operating Expenses and Tenant’s Proportionate Share of Operating Expenses.

Tenant’s Right to Review. Tenant shall have the right to examine, copy and audit Landlord’s books and records relating to Operating Expenses and the allocation of expenses made by Landlord establishing Tenant’s Proportionate Share of Operating Expenses for any calendar year for a period of eighteen twelve (1812) months following the date that Tenant receives the statement of Operating Expenses and Tenant’s Proportionate Share of Operating Expenses for such year from Landlord. Tenant shall give Landlord not less than thirty (30) days’ prior notice of its intention to examine and audit such books and records, and such examination and audit shall take place at Landlord’s offices; provided, however, that so long as Landlord maintains an office in the Greater Boston Area, Area at a site mutually agreeable to Landlord shall keep the books and records relating to the Premises in such officeTenant. All costs of the examination and audit shall be borne by Tenant; provided, however, that if such examination and audit establishes that the actual Operating Expenses or the amount allocated to Tenant’s Proportionate Share of Operating Expenses for the year in question are less than the amount set forth as the annual Operating Expenses on the annual statement delivered to Tenant by at least four five percent (45%), then Landlord shall pay the reasonable costs of such examination and audit. If, pursuant to such examination and audit, the payments made for such year by Tenant exceed Tenant’s required payment on account thereof for such calendar year, Landlord shall promptly refund such overpayment. If the payments made by Tenant for such year are less than Tenant’s required payment as established by the examination and audit, Tenant shall pay the deficiency to Landlord within thirty (30) days after conclusion of the examination and audit as well as Landlord’s actual commercially reasonable out-of-pocket costs in connection with such examination and audit. The obligation to make such payment or refund for any period within the Lease Term shall survive expiration of the Lease Term. If Tenant does not elect to exercise its right to examine and audit Landlord’s books and records for any calendar year within the time period provided for by this paragraph, Tenant shall have no further right to challenge Landlord’s statement of Operating Expenses and Tenant’s Proportionate Share of Operating ExpensesExpenses with respect to that particular calendar year.

Tenant’s Right to Review. Tenant shall have the right (exercisable no more than one (1) time during the Lease Term) to examine, copy examine and audit Landlord’s books and records relating to Operating Expenses and the allocation of expenses made by Landlord establishing Tenant’s Proportionate Pro Rata Share of Operating Expenses for any a particular calendar year for a period of eighteen (18) months following during the date that Tenant receives the statement of Operating Expenses and Tenant’s Proportionate Share of Operating Expenses for such year from LandlordLease Term. Tenant shall give exercise such one-time right, if at all, by notifying Landlord not less (the “Examination Notice”) that Tenant disputes the correctness of a particular True-Up Statement no more than thirty (30) days’ prior notice days after Landlord furnishes such True-Up Statement. The Examination Notice shall specify the particular respects in which the True-Up Statement is claimed to be incorrect. If Tenant timely sends the Examination Notice, Tenant may, at Tenant’s sole cost and expense, undertake an audit of its intention to examine and audit such books and records, and such examination and audit shall take place at of Landlord’s offices; provided, however, that so long as Landlord maintains an office in the Greater Boston Area, Landlord shall keep the books and records relating as are directly relevant to the Premises True-Up Statement in such office. All costs question, provided and on condition that (a) there is then no uncured Event of Default under this Lease, (b) Tenant has made all payments of Tenant’s Pro Rata Share of Operating Expenses billed or invoiced by Landlord as of the examination and date of the audit, (c) the audit shall be borne is performed only by Tenant; provided’s employees, howeverinternal accounting department or an independent certified public accounting firm reasonably approved by Landlord and whose fee or other compensation is fixed by contract and is in no manner computed or determined based upon the results of the audit, that if (d) both Tenant and its examiners execute and deliver to Landlord a confidentiality agreement in form and substance reasonably acceptable to Landlord whereby such examination parties expressly agree to maintain the results of such audit in strict confidence, and (e) such audit establishes that is commenced and completed and the actual Operating Expenses or results thereof delivered to Landlord within sixty (60) days following the amount allocated date Landlord makes its books and records available to Tenant. If it is finally determined and agreed by the parties that Landlord has overstated Tenant’s Proportionate Pro Rata Share of Operating Expenses for the calendar year in question are less than the amount set forth as the annual Operating Expenses on the annual statement delivered to Tenant by at least four percent (4%)question, then Landlord shall pay credit the reasonable costs amount of such examination overstatement against the monthly installments of Tenant’s Pro Rata Share of Operating Expenses next due under this Lease (or refund such amount if the Lease Term has ended and auditTenant has no further obligation to Landlord). IfIf it is finally determined and agreed by the parties that Landlord has not overstated Tenant’s Pro Rata Share of Operating Expenses for the calendar year in question, pursuant to such examination and auditthen Landlord may invoice Tenant for any amount by which Tenant’s Pro Rata Share of Operating Expenses were understated, the payments made for such year which invoice shall be payable by Tenant exceed Tenant’s required payment on account thereof for such calendar year, Landlord shall promptly refund such overpayment. If the payments made by Tenant for such year are less than Tenant’s required payment as established by the examination and audit, Tenant shall pay the deficiency to Landlord within thirty (30) days after conclusion of the examination and audit as well as Landlord’s actual out-of-pocket costs in connection with such examination and audit. The obligation to make such payment or refund for any period within the Lease Term shall survive expiration of the Lease Termreceipt. If Tenant does not elect timely send an Examination Notice for any particular calendar year during the Lease Term, or if Tenant fails to exercise complete its audit within the applicable sixty (60) day period, then the applicable True-Up Statement shall be binding and conclusive upon Tenant for all purposes of this Lease and Tenant shall have no further right to challenge such True-Up Statement. In addition, if Tenant exercises its right to examine and audit Landlord’s books and records for any particular calendar year within during the time period provided for by Lease Term in accordance with this paragraphparagraph (H), then Tenant shall have no further right to challenge audit Landlord’s statement of books and records relating to Operating Expenses and Tenant’s Proportionate Share the provisions of Operating Expenses.this paragraph (H) shall be of no further force or effect. EXHIBIT D LANDLORD’S WORK SPACE PLAN: SCOPE OF WORK: • Three telephone rooms • Re-locate the tel/data room • One conference room with partial glass wall • Partial demo of demising wall to combine suites • Carpet • Paint • Replacement of light fixtures in the former Xxxxxx space • Additional electrical outlets • New entry door and entrance configuration • Maternity/lactation room