Common use of Cost Adjustments Clause in Contracts

Cost Adjustments. The initial Monthly Rent is based in part on the estimated Operating Costs and Tax Costs. Prior to the first day of each calendar year after the date of this Lease, or as soon as reasonably possible after the first day of the year, Lessor will furnish Tenant with an estimate of the Costs if greater than the initial Costs, and the Monthly Rent will be increased by 1/12th of Tenant's Share of the difference between the initial estimate of Costs and the current estimate. After the end of each calendar year, including the year in which the Term expires, Lessor will give Tenant a statement of the actual Costs for that calendar year. If the actual Costs exceed the estimated Costs for that year, Tenant will pay Tenant's Share of the excess to Lessor within 20 days after receiving the statement. If the actual Costs are less than the estimated Costs for that year, Lessor will pay Tenant's Share of the difference to Tenant with the statement. If Tenant does not give Lessor written notice within one year after receiving Lessor's statement that Tenant disagrees with the statement and specifying the amounts in dispute, Tenant will be deemed to have waived the right to contest the statement. Tenant will file no petition in Tax Court regarding the Tax Costs without Lessor's prior written consent. If Lessor contests Tax Costs and receives a refund or incurs additional Tax Costs after adjustments for actual Tax Costs have been made, the actual Tax Costs will be corrected accordingly and the appropriate adjustment will be made between Lessor and Tenant. The portion of Costs to be paid by Tenant for the years in which the Term begins and ends will be prorated by multiplying the actual Costs by a fraction, the numerator of which is the number of days of that year in the Term and the denominator of which is 365.

Cost Adjustments. The initial Monthly Rent is based in part on the estimated Operating Costs and Tax Costs. Prior to the first day of each calendar year after the date of this Lease, or as soon as reasonably possible after the first day of the year, Lessor will furnish Tenant with an estimate of the Costs Tax Cost for that year if it is greater than than, the initial CostsBase Tax Cost, and with, an estimate of the Operating Cost, and the Monthly Rent for each month of that calendar year will be increased by 1/12th of Tenant's Share of the difference differences between the initial Tax Cost estimate of Costs and the current estimateBase Tax Cost and between the Operating Cost estimate and the Base Operating Cost. After the end of each calendar year, including the year in which the Term expires, Lessor will give Tenant a statement of the actual Costs Actual Tax Cost and Actual Operating Cost for that calendar year. If the actual Costs costs exceed the estimated Costs costs for that year, Tenant will immediately pay to Lessor Tenant's Share of the excess to Lessor within 20 days after receiving the statementexcess. If the actual Costs costs are less than the estimated Costs costs for that year, Lessor will immediately pay to Tenant Tenant's Share of the difference to Tenant with the statement. If Tenant does not give Lessor written notice within one year after receiving Lessor's statement that Tenant disagrees with the statement and specifying the amounts in dispute, Tenant will be deemed to have waived the right to contest the statement. Tenant will file no petition in Tax Court regarding the Tax Costs without Lessor's prior written consentdifference. If Lessor contests Tax Costs Cost and receives a refund or incurs additional Tax Costs Cost after adjustments for actual Actual Tax Costs Cost have been made, the actual Actual Tax Costs Cost will be corrected accordingly and the appropriate adjustment will be made between Lessor and Tenant. The portion of Costs the Actual Tax Cost and Actual Operating Cost to be paid by Tenant for the years in which the Term begins and ends will be prorated by multiplying the actual Costs Actual Tax Cost and Actual Operating Cost amounts by a fraction, the numerator of which is the number of days of that year in the Term and the denominator of which is 365.

Cost Adjustments. The initial Monthly Rent is based in part on the estimated Operating Costs and Tax Costs. Prior to the first day of each calendar year after the date of this Lease, or as soon as reasonably possible after the first day of the year, Lessor will furnish Tenant with an reasonable estimate of the Costs if greater than the initial Costs, and the Monthly Rent will be increased by 1/12th of Tenant's Share of the difference between the initial estimate of Costs and the current estimate. After the end of each calendar year, including the year in which the Term expires, Lessor will give Tenant a statement of the actual Costs for that calendar year. If the actual Costs exceed the estimated Costs for that year, Tenant will pay Tenant's Share of the excess to Lessor within 20 days after receiving the statement. If the actual Costs are less than the estimated Costs for that year, Lessor will pay Tenant's Share of the difference to Tenant with the statement. If Tenant does not give Lessor written notice within one year after receiving Lessor's statement that Tenant disagrees with the statement and specifying the amounts in dispute, Tenant will be deemed to have waived the right to contest the statement. Tenant will file no petition in Tax Court regarding the Tax Costs without Lessor's prior written consent. If Lessor contests Tax Costs and receives a refund or incurs additional Tax Costs after adjustments for actual Tax Costs have been made, the actual Tax Costs will be corrected accordingly and the appropriate adjustment will be made between Lessor and Tenant. The portion of Costs to be paid by Tenant for the years in which the Term begins and ends will be prorated by multiplying the actual Costs by a fraction, the numerator of which is the number of days of that year in the Term and the denominator of which is 365. Subject to the one-year limitation set forth in this Section, if Tenant has a good faith belief that Lessor has overstated Operating Costs, Tenant may, upon 30 days prior written notice to Lessor, audit all books and records pertaining to Operating Costs. Such audit shall be: (i) conducted at the place where such books and records are maintained; (ii) conducted during regular business hours; (iii) conducted by an auditor approved by Lessor (which approval Lessor agrees not to unreasonably withhold or delay); (iv) restricted to one audit per operating year; and (v) at the sole cost and expense of Tenant. Any such audit rights must be exercised by Tenant within one year after the statement given by Lessor under this Section, or such audit rights shall be deemed to be waived. Tenant shall provide Lessor with a complete copy of the report of such auditor with reasonably detailed breakdowns, and unless Lessor shall elect to challenge specific items of such report within 180 days following receipt thereof, such determination shall be binding and conclusive upon both Lessor and Tenant. In the event that any such audit shall reveal that Tenant has overpaid its proportionate share of Operating Costs, Lessor shall refund to Tenant such overpayment within 30 days of written demand from Tenant for such overpayment. If Lessor shall dispute the amount of the Operating Costs as determined by Tenant's auditor, Lessor may have an auditor inspect Tenant's report and the books and records pertaining to the Operating Costs. Unless such inspection is performed and a report delivered to Tenant in accordance with the next sentence hereof, all within 180 days from the date when the results of Tenant's audit are delivered to Lessor, the Operating Costs as determined by Tenant's auditor shall be binding and conclusive. Lessor shall provide Tenant with a complete copy of the report of Lessor's auditor with reasonably detailed breakdowns, and unless Tenant shall elect to challenge specific items of such report within 60 days following receipt thereof, such determination shall be binding and conclusive upon both Lessor and Tenant.

Cost Adjustments. The initial Monthly Rent is based in part on the estimated Operating Costs and Tax Costs. Prior to the first day of each calendar year after the date of this Lease, or as soon as reasonably possible after the first day of the year, Lessor will furnish Tenant with an estimate of the Costs if greater than the initial Costsfor such calendar year, and the Monthly Rent will be increased or decreased (as the case may be) by 1/12th of Tenant's Share of the difference between the initial estimate of Costs and the current estimate. After Within 120 days, after the end of each calendar year, including the year in which the Term expires, Lessor will give Tenant a statement of the actual Costs for that calendar year. If the actual Costs exceed the estimated Costs for that year, Tenant will pay Tenant's Share of the excess to Lessor within 20 w ithin 30 days after receiving the statement. If the actual Costs are less than the estimated Costs for that year, Lessor will pay Tenant's Share of the difference to Tenant with the statement. If Tenant does not give Lessor written notice within one year after receiving Lessor's statement that Tenant Te nant disagrees with the statement and specifying the amounts in dispute, Tenant will be deemed to have waived the right to contest the statement. Tenant will file no petition in Tax Court regarding the Tax Costs without Lessor's prior written consent. If Lessor reasonably contests Tax Costs and receives r eceives a refund or incurs additional Tax Costs after adjustments for actual Tax Costs have been made, the actual Tax Costs will be corrected accordingly and the appropriate adjustment will be made between Lessor and Tenant. The portion of Costs to be paid by Tenant for the years in which the Term begins and ends will be prorated by multiplying the actual Costs by a fraction, the numerator of which is the number of days of that year in the Term and the denominator of which is 365. Within 60 days after receiving Lessor's statement of Costs, Tenant may request the right to review Lessor's records relating to Costs, which will then be made available to Tenant for review. If the records are made available to Tenant, Tenant will give Lessor notice of any objections to the Stateme nt of Costs within 60 days after the records are made available to Tenant, or Tenant may request an audit of the Costs by an independent certified public accountant chosen by Lessor from a list of not fewer than three submitted by Tenant in conjunction with the request. If Lessor does not make the choice within 15 days, Tenant may do so. The auditor will be given access to those records of Lessor pertaining to Costs for the year in question. The auditor will report to the parties within 30 days after being chosen. The report of the auditor will be final and binding on both parties with respect to the year in question unless Lessor disputes the audit by notice to Tenant within 15 days after receiving the report. If the report is disputed by Lessor, the parties will select a mutually acceptable auditor to review the report, and the determination of the mutually acceptable reviewin g auditor will be final and binding on both parties. If the actual Costs differ from those charged to Tenant, payments required to make adjustments in rent to conform to the final report shall be made within 30 days after receipt of the final report. All expenses of the audit shall be borne by Te nant unless such audit, or the final determination by the reviewing auditor if Tenant's audit is disputed by Lessor, discloses an overstatement of Costs of 10% or more, in which case all reasonable expenses of Tenant's audit and of the reviewing auditor resolving a disputed audit will be borne by L essor, and payment of Costs will be adjusted accordingly. If Tenant's audit is disputed by Lessor and the reviewing auditor determines that no adjustment is required, Tenant will pay all costs of its audit and all costs of the reviewing auditor. If the final resolution of a disputed audit requires an adjustment in favor of Tenant, but the adjustment is less than 10%, Tenant will pay the cost of the initial audit, and each party will pay one-half of the costs of the reviewing auditor.

Cost Adjustments. The initial Monthly Rent is will be based in part on the estimated Operating Costs and Tax Costsfor the Premises. Prior to the first day of each calendar year after the date of this Lease, or as soon as reasonably possible after the first day of the year, Lessor will furnish Tenant with an estimate of the Operating Costs if greater than the initial Operating Costs, and the Monthly Rent will be increased or decreased by 1/12th of Tenant's Share of the difference between the initial estimate of the Operating Costs for the Premises and the then current estimate. After Within 120 days after the end of each calendar year, including the year in which the Term expires, Lessor will give Tenant a statement of the actual Operating Costs for that calendar yearyear with respect to the Premises. If the actual Operating Costs with respect to the Premises exceed the estimated Operating Costs for that year, Tenant will pay Tenant's Share of the excess to Lessor within 20 days after receiving the statement. If the actual Operating Costs are less than the estimated Operating Costs for that year, Lessor will pay Tenant's Share of the difference to Tenant with the statement. If Tenant does not give Lessor written notice within one year after receiving Lessor's statement that Tenant disagrees with the statement and specifying the amounts in dispute, Tenant will be deemed to have waived the right to contest the statement. Within 90 days after receiving Lessor's statement of Operating Costs, Tenant may request the right to review Lessor's records relating to Operating Costs, which will then be made available to Tenant for review. If the records are made available to Tenant, Tenant will give Lessor notice of any objections to the Statement of Operating Costs within the later of (i) one year after receiving Lessor's statement, and (ii) 180 days after the records are made available to Tenant, or Tenant may request an audit of the Operating Costs by an independent certified public accountant chosen by Lessor from a list of not fewer than three submitted by Tenant in conjunction with the request. If Lessor does not make the choice within 15 days, Tenant may do so. The auditor will be given access to those records of Lessor pertaining to Operating Costs for the year in question as well as an Operating Cost history for the prior three years. The auditor will report to the parties within 30 days after being chosen. The report of the auditor will be final and binding on both parties with respect to the year in question unless Lessor disputes the audit by notice to Tenant within 15 days after receiving the report. If the report is disputed by Lessor, the parties will select a mutually acceptable auditor to review the report, and the determination of the mutually acceptable reviewing auditor will be final and binding on both parties. If the actual Operating Costs differ from those charged to Tenant, payments required to make adjustments in rent to conform to the final report shall be made within 30 days after receipt of the final report. All expenses of the audit shall be borne by Tenant unless such audit, or the final determination by the reviewing auditor if Tenant's audit is disputed by Lessor, discloses an overstatement of Operating Costs of 5% or more, in which case all reasonable expenses of Tenant's audit and of the reviewing auditor resolving a disputed audit will be borne by Lessor. If Tenant's audit is disputed by Lessor and the reviewing auditor determines that no adjustment is required, Tenant will pay all costs of its audit and all costs of the reviewing auditor. If the final resolution of a disputed audit requires an adjustment in favor of Tenant, but the adjustment is less than 5%, Tenant will pay the cost of the initial audit, and each party will pay one-half of the costs of the reviewing auditor. In any case of overpayment or underpayment, payment of Operating Costs will be adjusted accordingly. Each year during the Term Tenant shall pay Lessor, as additional rent, the Tax Costs for the Premises in two equal installments not later than two (2) weeks prior to the time each installment of real estate taxes is due to the taxing authority. Presently this would require Tenant to pay the first one-half (1/2) real estate tax installment on May 1st and the second one-half (1/2) real estate tax installment on October 1st. The real estate taxes payable for a year during which the Term was in effect for only a portion of that year shall be pro-rated on a calendar basis and Tenant shall be responsible only for that portion of the taxes allocable to the period of the Term. The Land and the improvements comprise a single tax parcel for real estate tax purposes. Tenant will file no petition in Tax Court regarding the Tax Costs without Lessor's prior written consent, which consent shall not be unreasonably withheld. If Lessor contests Tax Costs payable during the term of this Lease and receives a refund or incurs additional Tax Costs after adjustments for actual Tax Costs have been made, the actual Tax Costs will be corrected accordingly and the appropriate adjustment will be made between Lessor and TenantTenant regardless of whether the term of this Lease has expired. The portion of Tax Costs to be paid by Tenant for the years in which the Term begins and ends will be prorated by multiplying the actual Tax Costs by a fraction, the numerator of which is the number of days of that year in the Term and the denominator of which is 365.