Common use of Resolution of Disagreement Clause in Contracts

Resolution of Disagreement. Every statement given to Tenant by Landlord under this Lease, including, without limitation, any statement given to Tenant pursuant to Paragraph 5.2, shall be conclusive and binding on Tenant unless within ninety (90) days after the receipt of such statement Tenant notifies Landlord that Tenant disputes the correctness of such statement, specifying the particular respects in which the statement is claimed to be incorrect. Pending the determination of such dispute by agreement between Landlord and Tenant, Tenant shall, within thirty (30) days after receipt of such statement, pay the amounts set forth in such statement in accordance with such statement, and such payment shall be without prejudice to Tenant’s position. If such dispute exists and it is subsequently determined (whether with or without a review of Landlord’s books and records) that Tenant has paid amounts in excess of those then due and payable under this Lease, Landlord, at Landlord’s option, shall either apply such excess to an amount then payable or to become payable under this Lease or return such excess to Tenant. Landlord shall grant to an independent certified public accountant retained by Tenant reasonable access to Landlord’s books and records for the purpose of verifying Operating Expenses incurred by Landlord, at Tenant’s sole cost, provided that (a) Tenant is not in default under this Lease beyond the expiration of any applicable notice and cure period given to Tenant in this Lease, (b) neither Tenant nor Tenant’s employees or agents may divulge the contents of such books and records or the results of such examination to any third party, (c) Tenant provides to Landlord, at no cost, copies of any draft and final reports of such examination within five (5) business days after receipt by Tenant, and (d) Tenant has not examined such books and records within the immediately preceding twelve (12) month period; provided, however, that if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual Operating Expenses Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall reimburse Tenant for the reasonable charges of such accountant based on a commercially reasonable hourly charge (even if such accountant is actually paid on some other basis). Tenant may not hire such accountant on a contingency, percentage, bonus or similar basis, unless such accountant is nationally recognized, reputable and commercially reasonable in its approach. If as the result of such verification it is determined that Landlord has overcharged Tenant for Tenant’s Share of Operating Expenses, then the amount of the overcharge shall be credited against any amount payable or to become payable under this Lease.

Resolution of Disagreement. Every statement given to Tenant by Landlord under this Lease, including, without limitation, any statement given to Tenant pursuant to Paragraph 5.2, shall be conclusive and binding on Tenant unless within ninety (90) 21 days after the receipt of such statement Tenant notifies Landlord that Tenant disputes the correctness of such statement, specifying the particular respects in which the statement is claimed to be incorrect. Pending the determination of such dispute by agreement between Landlord and Tenant, Tenant shall, within thirty (30) days after receipt of such statement, pay the amounts set forth in such statement in accordance with such statement, and such payment shall be without prejudice to Tenant’s position. If such dispute exists and it is subsequently determined (whether with or without a review of Landlord’s books and records) that Tenant has paid amounts in excess of those then due and payable under this Lease, Landlord, at Landlord’s 22 option, shall either apply such excess to an amount then payable or to become payable under this Lease or return such excess to Tenant. Tenant,23 Landlord shall grant to an independent certified public accountant retained by Tenant reasonable access to Landlord’s books and records for the purpose of verifying Operating Expenses incurred by Landlord, at Tenant’s sole cost, provided that cost24. 21 forty-five (a45) Tenant 22 Tenant’s 23 If such dispute is not in default under this Lease beyond resolved between Landlord and Tenant within sixty (60) days after Tenant notifies Landlord that Tenant disputes the expiration of any applicable notice and cure period given to Tenant in this Lease, (b) neither Tenant nor Tenant’s employees or agents may divulge the contents correctness of such books and records or the results of such examination to any third party, (c) Tenant provides to Landlordstatement, at no cost, copies the request of any draft and final reports of such examination within five (5) business days after receipt by either Landlord or Tenant, such dispute shall be resolved by an independent certified public accountant, whose decision shall be binding. Landlord and (d) Tenant has not examined Tenant, acting reasonably and in good faith, shall mutually select, and equally share the cost of, such books and records within accountant, subject to the proviso in the immediately preceding twelve (12) month period; provided, however, that if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual Operating Expenses Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall reimburse Tenant for the reasonable charges of such accountant based on a commercially reasonable hourly charge (even if such accountant is actually paid on some other basis). Tenant may not hire such accountant on a contingency, percentage, bonus or similar basis, unless such accountant is nationally recognized, reputable and commercially reasonable in its approach. If as the result of such verification it is determined that Landlord has overcharged Tenant for Tenant’s Share of Operating Expenses, then the amount of the overcharge shall be credited against any amount payable or to become payable under this Leasefollowing sentence.

Resolution of Disagreement. Every statement given to Tenant by Landlord under this Lease, including, without limitation, any statement given to Tenant pursuant to Paragraph 5.2, shall be conclusive and binding on Tenant unless within ninety (90) 29 days after the receipt of such statement Tenant notifies Landlord that Tenant disputes the correctness of such statement, specifying the particular respects in which the statement is claimed to be incorrect. Pending the determination of such dispute by agreement between Landlord and Tenant, Tenant 27 (but Landlord shall exert its best commercially reasonable efforts to do so on or before April 1st of the following Operating Year, but in no event later than May 1st of such Operating Year) 28 Tenant’s 29 forty-five (45) shall, within thirty (30) days after receipt of such statement, pay the amounts set forth in such statement in accordance with such statement, and such payment shall be without prejudice to Tenant’s position. If such dispute exists and it is subsequently determined (whether with or without a review of Landlord’s books and records) that Tenant has paid amounts in excess of those then due and payable under this Lease, Landlord, at Landlord’s 30 option, shall either apply such excess to an amount then payable or to become payable under this Lease or return such excess to Tenant. Tenant.31 Landlord shall grant to an independent certified public accountant retained by Tenant reasonable access to Landlord’s books and records for the purpose of verifying Operating Expenses incurred by Landlord, at Tenant’s sole cost, provided that (a) Tenant cost32. 30 Tenant’s 31 If such dispute is not in default under this Lease beyond resolved between Landlord and Tenant within sixty (60) days after Tenant notifies Landlord that Tenant disputes the expiration of any applicable notice and cure period given to Tenant in this Lease, (b) neither Tenant nor Tenant’s employees or agents may divulge the contents correctness of such books and records or the results of such examination to any third party, (c) Tenant provides to Landlordstatement, at no cost, copies the request of any draft and final reports of such examination within five (5) business days after receipt by either Landlord or Tenant, such dispute shall be resolved by an independent certified public accountant, whose decision shall be binding. Landlord and (d) Tenant has not examined Tenant, acting reasonably and in good faith, shall mutually select, and equally share the cost of, such books and records within accountant, subject to the provision in the immediately preceding twelve (12) month periodfollowing sentence. 32 ; provided, however, that if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual Operating Expenses Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall reimburse Tenant for the reasonable charges of such accountant based on a commercially reasonable hourly charge (even if such accountant is actually paid on some other basis)accountant. Tenant may not hire such accountant on a contingency, percentage, bonus or similar contingency basis, unless such accountant is nationally recognized, reputable and commercially reasonable in its approach. If as the result of such verification it is determined that Landlord has overcharged Tenant for Tenant’s Share of Operating Expenses, then the amount of the overcharge shall be credited against any amount payable or to become payable under this Lease.

Resolution of Disagreement. Every statement given to Tenant by Landlord under this Lease, including, without limitation, any statement given to Tenant pursuant to Paragraph 5.2, Section 4.3 shall be conclusive and binding on upon Tenant unless within ninety one hundred twenty (90120) days after the receipt of such statement Tenant notifies shall notify Landlord that Tenant it disputes the correctness thereof. During the period of 120 days after receipt of Landlord’s Statement, at Tenant’s sole cost and expense, Tenant’s certified public accountant which is not compensated on a contingency basis may, for the purpose of verifying the Common Area Expenses, inspect the records of the material reflected in Landlord’s Statement, including such statementmaterials and statements for previous years, specifying the particular respects in which the statement is claimed as applicable, at a reasonable time mutually-agreeable to be incorrect. Pending the determination of such dispute by agreement between Landlord and Tenant, Tenant shall, . The audit shall be concluded within thirty (30) days after receipt of the commencement of such statement, pay audit and Tenant shall provide Landlord with the amounts set forth in results of such statement in accordance with audit within sixty (60) days of the conclusion of such statement, and such payment shall be without prejudice to Tenant’s positionaudit. If such dispute exists and it is subsequently determined (whether with or without a review The parties recognize the confidential nature of Landlord’s books and records and hence agree that before Landlord shall afford Tenant’s certified public accountant reasonable access to Landlord’s books and records) that , including the copying of said material in order to complete a thorough analysis of the expenses, Tenant has paid amounts and its certified public accountant shall enter into a confidentiality agreement in excess of those then due form and payable under this Lease, substance reasonably satisfactory to Landlord, at whereby Tenant and its certified public accountant shall agree, as a condition precedent to their review of such books and records, not to disclose any of the information disclosed in connection with such review to any third party (subject to standard nondisclosure exceptions, including without limitation, disclosures ordered by a court or otherwise required to comply with applicable law). Failure of Tenant to challenge any item in Landlord’s optionStatement within one hundred twenty (120) days after Tenant’s receipt of Landlord’s Statement shall be construed as a waiver of Tenant’s right to challenge such item for such year and such determination shall be conclusive for both Landlord and Tenant. In the event Tenant’s audit of Landlord’s Statement discloses discrepancies, Tenant shall disclose the results of such audit to Landlord. Landlord shall have a period of thirty (30) days to review Tenant’s audit reports and determine if Landlord disputes such reports. If Landlord disputes the results of Tenant’s audit reports, Landlord shall give written notice of such disputes within such thirty (30) day period. Landlord and Tenant shall work in good faith to resolve any disagreements resulting from Tenant’s audit. If Landlord and Tenant cannot resolve such disputes within thirty (30) days of the date Landlord gives notice to Tenant of Landlord’s dispute, either apply such excess party may refer the decision of the issues raised, if any, to a reputable, nationally-recognized independent firm of certified public accountants selected by Landlord and approved by Tenant, which approval shall not be unreasonably withheld, conditioned or delayed. The selected firm shall be deemed to be acting as an amount then payable or to become payable under this Lease or return such excess to expert and not as an arbitrator, and a determination signed by the selected expert shall be final and binding on both Landlord and Tenant. Landlord shall grant to an independent certified public accountant retained by Tenant afford such accountants reasonable access to Landlord’s books and records for to the purpose of verifying Operating Expenses incurred by extent such accountants deem necessary in order to reach their decision. In connection therewith, Tenant and such accountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, at Tenant’s sole cost, provided that (a) Tenant is whereby such parties shall agree not to disclose any of the information disclosed in default under this Lease beyond the expiration of any applicable notice and cure period given to Tenant in this Lease, (b) neither Tenant nor Tenant’s employees or agents may divulge the contents of connection with such books and records or the results of such examination review to any third partyparty (subject to standard nondisclosure exceptions, (c) Tenant provides including without limitation, disclosures ordered by a court or otherwise required to comply with applicable law). Notwithstanding the foregoing, in the event such certified public accountant shall determine that Landlord, at no cost, copies of any draft and final reports of such examination within five (5) business days after receipt by Tenant, and (d) Tenant has not examined such books and records within the immediately preceding twelve (12) month period; provided, however, that if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual Operating Expenses Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall reimburse Tenant for the reasonable charges of such accountant based on a commercially reasonable hourly charge (even subject year or any previous years, if such accountant is actually paid on some other basis). Tenant may not hire such accountant on a contingencyapplicable, percentage, bonus or similar basis, unless such accountant is nationally recognized, reputable and commercially reasonable in its approach. If as the result of such verification it is determined that Landlord has overcharged Tenant for Tenant’s Share of Operating ExpensesCommon Area Expenses (and such determination is not successfully challenged by Landlord), then Landlord shall refund or credit to Tenant the amount of the overcharge shall be credited against any amount payable or to become payable under this Leaseovercharge.

Resolution of Disagreement. Every statement given If Sellers timely deliver a Sellers Notice of Disagreement, Purchaser and Sellers shall have a period of thirty (30) days from Purchaser’s receipt thereof to Tenant resolve any disagreement specified therein. Any disputed amount resolved in writing by Landlord under this Lease, including, without limitation, the Parties during such period or at any statement given to Tenant pursuant to Paragraph 5.2, shall be conclusive time thereafter will become final and binding on Tenant unless within ninety (90) days after the receipt Parties as of the date of such statement Tenant notifies Landlord agreement. Any disputed amounts that Tenant disputes the correctness of such statement, specifying the particular respects in which the statement is claimed cannot be agreed to be incorrect. Pending the determination of such dispute by agreement between Landlord Seller and Tenant, Tenant shall, Purchasers within thirty (30) days after Purchaser’s receipt of a Sellers Notice of Disagreement shall be determined by the Accounting Firm. Sellers and Purchaser shall cooperate and each use Commercially Reasonable Efforts to cause the written determination of any disputed amounts and the resulting Closing Net Working Capital by the Accounting Firm to be completed within sixty (60) days after the engagement of the Accounting Firm and such statementdetermination shall be final and binding on the Parties. In resolving any disputed item, pay the amounts Accounting Firm, acting in the capacity of an expert and not as an arbitrator shall (i) limit its review to matters specifically set forth in the Sellers Notice of Disagreement delivered pursuant to Section 2.3(b) as a disputed item (other than matters thereafter resolved by mutual written agreement of Purchaser and Sellers), (ii) further limit its review to whether the calculation of any such statement disputed item is mathematically accurate and has been prepared using the same accounting principles set forth on Schedule 2.3 and (iii) not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item, in accordance with such statementeach case, claimed by Purchaser in the Closing Statement or Sellers in the Sellers Notice of Disagreement, as applicable. Purchaser agrees that it will cause the Acquired Companies to, and such payment Purchaser and Sellers agree that they will use their Commercially Reasonable Efforts to cause their respective independent accountants to, cooperate and assist in the preparation of the conduct of the reviews related to the Accounting Firm’s determination of disputed amounts under this Section 2.3(c), including by making available to the extent necessary books, records, work papers and personnel. The fees and expenses payable to the Accounting Firm in connection with resolving any dispute under this Section 2.3(c) shall be without prejudice to Tenant’s position. If such dispute exists borne by Purchaser and it is subsequently determined (whether with or without a review of Landlord’s books and records) that Tenant has paid amounts Sellers in excess of those then due and payable under this Lease, Landlord, at Landlord’s option, shall either apply such excess to an amount then payable or equal to become payable under this Lease or return (x) the total amount of such excess to Tenant. Landlord shall grant to an independent certified public accountant retained fees and expenses multiplied by Tenant reasonable access to Landlord’s books and records for (y) a fraction (A) the purpose numerator of verifying Operating Expenses incurred by Landlord, at Tenant’s sole cost, provided that (a) Tenant is not in default under this Lease beyond the expiration of any applicable notice and cure period given to Tenant in this Leasewhich, (b1) neither Tenant nor Tenant’s employees or agents may divulge in the contents case of such books and records or Purchaser, is the results of such examination to any third party, (c) Tenant provides to Landlord, at no cost, copies of any draft and final reports of such examination within five (5) business days after receipt by Tenant, and (d) Tenant has not examined such books and records within difference between the immediately preceding twelve (12) month period; provided, however, that if such verification reveals that Tenant’s Share of Operating Expenses Closing Net Working Capital set forth in any Actual Operating Expenses the Closing Statement exceeded by more than five percent and the Accounting Firm’s calculation thereof and, (5%B) in the amount that actually was duecase of Sellers, Landlord shall reimburse Tenant for is the reasonable charges of such accountant based on a commercially reasonable hourly charge (even if such accountant is actually paid on some other basis). Tenant may not hire such accountant on a contingency, percentage, bonus or similar basis, unless such accountant is nationally recognized, reputable and commercially reasonable in its approach. If as the result of such verification it is determined that Landlord has overcharged Tenant for Tenant’s Share of Operating Expenses, then difference between the amount of Net Working Capital set forth in the overcharge shall be credited against any Sellers Notice of Disagreement and the Accounting Firm’s calculation thereof and, (B) in each case, the denominator of which is the difference of the Closing Net Working Capital set forth in the Closing Statement and the amount payable or to become payable under this Leaseof Net Working Capital set forth in the Sellers Notice of Disagreement.

Resolution of Disagreement. Every statement given If Sellers timely deliver a Sellers Notice of Disagreement, Purchaser and Sellers shall have a period of thirty (30) days from Purchaser’s receipt thereof to Tenant resolve any disagreement specified therein. Any disputed amount resolved in writing by Landlord under this Lease, including, without limitation, the Parties during such period or at any statement given to Tenant pursuant to Paragraph 5.2, shall be conclusive time thereafter will become final and binding on Tenant unless within ninety (90) days after the receipt Parties as of the date of such statement Tenant notifies Landlord agreement. Any disputed amounts that Tenant disputes the correctness of such statement, specifying the particular respects in which the statement is claimed cannot be agreed to be incorrect. Pending the determination of such dispute by agreement between Landlord Seller and Tenant, Tenant shall, Purchasers within thirty (30) days after Purchaser’s receipt of a Sellers Notice of Disagreement shall be determined by the Accounting Firm. Sellers and Purchaser shall cooperate and each use Commercially Reasonable Efforts to cause the written determination of any disputed amounts and the resulting Closing Net Working Capital by the Accounting Firm to be completed within sixty (60) days after the engagement of the Accounting Firm and such statementdetermination shall be final and binding on the Parties. In resolving any disputed item, pay the amounts Accounting Firm, acting in the capacity of an expert and not as an arbitrator shall (i) limit its review to matters specifically set forth in the Sellers Notice of Disagreement delivered pursuant to Section 2.3(b) as a disputed item (other than matters thereafter resolved by mutual written agreement of Purchaser and Sellers), (ii) further limit its review to whether the calculation of any such statement disputed item is mathematically accurate and has been prepared using the same accounting principles set forth on Schedule 2.3 and (iii) not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item, in accordance with such statementeach case, claimed by Purchaser in the Closing Statement or Sellers in the Sellers Notice of Disagreement, as applicable. Purchaser agrees that it will cause the Acquired Companies to, and such payment Purchaser and Sellers agree that they will use their Commercially Reasonable Efforts to cause their respective independent accountants to, cooperate and assist in the preparation of the conduct of the reviews related to the Accounting Firm’s determination of disputed amounts under this Section 2.3(c), including by making available to the extent necessary books, records, work papers and personnel. The fees and expenses payable to the Accounting Firm in connection with resolving any dispute under this Section 2.3(c) shall be without prejudice to Tenant’s position. If such dispute exists borne by Purchaser and it is subsequently determined (whether with or without a review of Landlord’s books and records) that Tenant has paid amounts Sellers in excess of those then due and payable under this Lease, Landlord, at Landlord’s option, shall either apply such excess to an amount then payable or to become payable under this Lease or return such excess to Tenant. Landlord shall grant to an independent certified public accountant retained by Tenant reasonable access to Landlord’s books and records for the purpose of verifying Operating Expenses incurred by Landlord, at Tenant’s sole cost, provided that (a) Tenant is not in default under this Lease beyond the expiration of any applicable notice and cure period given to Tenant in this Lease, (b) neither Tenant nor Tenant’s employees or agents may divulge the contents of such books and records or the results of such examination to any third party, (c) Tenant provides to Landlord, at no cost, copies of any draft and final reports of such examination within five (5) business days after receipt by Tenant, and (d) Tenant has not examined such books and records within the immediately preceding twelve (12) month period; provided, however, that if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual Operating Expenses Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall reimburse Tenant for the reasonable charges of such accountant based on a commercially reasonable hourly charge (even if such accountant is actually paid on some other basis). Tenant may not hire such accountant on a contingency, percentage, bonus or similar basis, unless such accountant is nationally recognized, reputable and commercially reasonable in its approach. If as the result of such verification it is determined that Landlord has overcharged Tenant for Tenant’s Share of Operating Expenses, then the amount of the overcharge shall be credited against any amount payable or to become payable under this Lease.equal to

Resolution of Disagreement. Every statement given to Tenant by Landlord under this Lease, including, without limitation, any statement given to Tenant pursuant to Paragraph 5.2, shall be conclusive and binding on Tenant unless within ninety (90) within21 days after the receipt of such statement Tenant notifies Landlord that Tenant disputes the correctness of such statement, specifying the particular respects in which the statement is claimed to be incorrect. Pending the determination of such dispute by agreement between Landlord and Tenant, Tenant shall, within thirty (30) days after receipt of such statement, pay the amounts set forth in such statement in accordance with such statement, and such payment shall be without prejudice to Tenant’s position. If such dispute exists and it is subsequently determined (whether with or without a review of Landlord’s books and records) that Tenant has paid amounts in excess of those then due and payable under this Lease, Landlord, at Landlord’s 22 option, shall either apply such excess to an amount then payable or to become payable under this Lease or return such excess to Tenant. Tenant.23 Landlord shall grant to an independent certified public accountant retained by Tenant reasonable access to Landlord’s books and records for the purpose of verifying Operating Expenses incurred by Landlord, at Tenant’s sole cost, provided that cost24. 21 forty-five (a45) Tenant 22 Tenant’s 23 If such dispute is not in default under this Lease beyond resolved between Landlord and Tenant within sixty (60) days after Tenant notifies Landlord that Tenant disputes the expiration of any applicable notice and cure period given to Tenant in this Lease, (b) neither Tenant nor Tenant’s employees or agents may divulge the contents correctness of such books and records or the results of such examination to any third party, (c) Tenant provides to Landlordstatement, at no cost, copies the request of any draft and final reports of such examination within five (5) business days after receipt by either Landlord or Tenant, such dispute shall be resolved by an independent certified public accountant, whose decision shall be binding. Landlord and (d) Tenant has not examined Tenant, acting reasonably and in good faith, shall mutually select, and equally share the cost of, such books and records within accountant, subject to the proviso in the immediately preceding twelve (12) month periodfollowing sentence. 24 ; provided, however, that if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual Operating Expenses Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall reimburse Tenant for the reasonable charges of such accountant based on a commercially reasonable hourly charge (even if such accountant is actually paid on some other basis)accountant. Tenant may not hire such accountant on a contingency, percentage, bonus or similar contingency basis, unless such accountant is nationally recognized, reputable and commercially reasonable in its approach. If as the result of such verification it is determined that Landlord has overcharged Tenant for Tenant’s Share of Operating Expenses, then the amount of the overcharge shall be credited against any amount payable or to become payable under this Lease.

Resolution of Disagreement. Every statement given to Tenant by Landlord under this Lease, including, without limitation, any statement given to Tenant pursuant to Paragraph 5.2, shall be conclusive and binding on Tenant unless within ninety (90) within21 days after the receipt of such statement Tenant notifies Landlord that Tenant disputes the correctness of such statement, specifying the particular respects in which the statement is claimed to be incorrect. Pending the determination of such dispute by agreement between Landlord and Tenant, Tenant shall, within thirty (30) days after receipt of such statement, pay the amounts set forth in such statement in accordance with such statement, and such payment shall be without prejudice to Tenant’s position. If such dispute exists and it is subsequently determined (whether with or without a review of Landlord’s books and records) that Tenant has paid amounts in excess of those then due and payable under this Lease, LandlordXxxxxxxx, at Landlord’s xx00 option, shall either apply such excess to an amount then payable or to become payable under this Lease or return such excess to Tenant. Tenant.23 Landlord shall grant to an independent certified public accountant retained by Tenant reasonable access to Landlord’s books and records for the purpose of verifying Operating Expenses incurred by Landlord, at Tenant’s sole cost, provided that cost24. 21 forty-five (a45) Tenant 22 Tenant’s 23 If such dispute is not in default under this Lease beyond resolved between Landlord and Tenant within sixty (60) days after Tenant notifies Landlord that Tenant disputes the expiration of any applicable notice and cure period given to Tenant in this Lease, (b) neither Tenant nor Tenant’s employees or agents may divulge the contents correctness of such books and records or the results of such examination to any third party, (c) Tenant provides to Landlordstatement, at no cost, copies the request of any draft and final reports of such examination within five (5) business days after receipt by either Landlord or Tenant, such dispute shall be resolved by an independent certified public accountant, whose decision shall be binding. Landlord and (d) Tenant has not examined Tenant, acting reasonably and in good faith, shall mutually select, and equally share the cost of, such books and records within accountant, subject to the proviso in the immediately preceding twelve (12) month periodfollowing sentence. 24 ; provided, however, that if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual Operating Expenses Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall reimburse Tenant for the reasonable charges of such accountant based on a commercially reasonable hourly charge (even if such accountant is actually paid on some other basis)accountant. Tenant may not hire such accountant on a contingency, percentage, bonus or similar contingency basis, unless such accountant is nationally recognized, reputable and commercially reasonable in its approach. If as the result of such verification it is determined that Landlord has overcharged Tenant for Tenant’s Share of Operating Expenses, then the amount of the overcharge shall be credited against any amount payable or to become payable under this Lease.

Resolution of Disagreement. Every statement given If a notice of disagreement is duly delivered pursuant to Tenant by Landlord under this LeaseSection 2.3.3 hereof, Buyer and Seller shall, during the fifteen (15) days following such delivery, use their reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of the Closing Working Capital, which amount shall not be less than the amount thereof shown in Buyer’s calculation delivered pursuant to Section 2.3.2 hereof, nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.3.3 hereof. If during such period, Buyer and Seller are unable to reach such agreement, they shall promptly thereafter cause the Atlanta, Georgia office of KPMG LLP (the “Accounting Referee”) to review the disputed items or amounts and to calculate the Closing Working Capital (it being understood that in making such calculation, the Accounting Referee shall be functioning as an expert and not as an arbitrator). In making such calculation, the Accounting Referee shall consider only those items or amounts in Buyer’s calculation of the Closing Working Capital as to which Seller has disagreed pursuant to Section 2.3.3 hereof. The Accounting Referee shall not require or consider witness or expert testimony or briefings of any nature. The Accounting Referee shall deliver to Buyer and Seller, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Accounting Referee), a report setting forth such calculation. Such report shall be final and binding upon Buyer and Seller, and shall not be subject to further judicial or other review. Seller and Buyer shall each bear its own fees and expenses, including, without limitation, any statement given those of its accountants and other representatives, in connection with the preparation and review of the Closing Working Capital. If the Closing Working Capital reported by the Accounting Referee is closer in amount to Tenant Buyer’s calculation of the Closing Working Capital delivered pursuant to Paragraph 5.2Section 2.3.2 hereof (“Buyer’s Amount”) than to the Closing Working Capital as reflected in Seller’s objection delivered pursuant to Section 2.3.3 hereof (“Seller’s Amount”), then Seller shall bear all fees and expenses of the Accounting Referee. If, however, the Closing Working Capital reported by the Accounting Referee is closer in amount to Seller’s Amount than Buyer’s Amount, then Buyer shall bear all such fees and expenses of the Accounting Referee. Such payment shall be conclusive made in accordance with the provisions of Section 2.3.6 hereof. The date on which the Closing Working Capital becomes final and binding on Tenant unless within ninety (90) days after the receipt of such statement Tenant notifies Landlord that Tenant disputes parties is the correctness of such statement, specifying the particular respects in which the statement is claimed to be incorrect. Pending the determination of such dispute by agreement between Landlord and Tenant, Tenant shall, within thirty (30) days after receipt of such statement, pay the amounts set forth in such statement in accordance with such statement, and such payment shall be without prejudice to Tenant’s position. If such dispute exists and it is subsequently determined (whether with or without a review of Landlord’s books and records) that Tenant has paid amounts in excess of those then due and payable under this Lease, Landlord, at Landlord’s option, shall either apply such excess to an amount then payable or to become payable under this Lease or return such excess to Tenant. Landlord shall grant to an independent certified public accountant retained by Tenant reasonable access to Landlord’s books and records for the purpose of verifying Operating Expenses incurred by Landlord, at Tenant’s sole cost, provided that (a) Tenant is not in default under this Lease beyond the expiration of any applicable notice and cure period given to Tenant in this Lease, (b) neither Tenant nor Tenant’s employees or agents may divulge the contents of such books and records or the results of such examination to any third party, (c) Tenant provides to Landlord, at no cost, copies of any draft and final reports of such examination within five (5) business days after receipt by Tenant, and (d) Tenant has not examined such books and records within the immediately preceding twelve (12) month period; provided, however, that if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual Operating Expenses Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall reimburse Tenant for the reasonable charges of such accountant based on a commercially reasonable hourly charge (even if such accountant is actually paid on some other basis). Tenant may not hire such accountant on a contingency, percentage, bonus or similar basis, unless such accountant is nationally recognized, reputable and commercially reasonable in its approach. If as the result of such verification it is determined that Landlord has overcharged Tenant for Tenant’s Share of Operating Expenses, then the amount of the overcharge shall be credited against any amount payable or to become payable under this Lease“Determination Date”.