Common use of Procedures for review Clause in Contracts

Procedures for review. Tenant agrees that any review of supporting data under this Section shall occur at such location at which Landlord’s records for the Building or the Project are then located; provided that such location shall be in and around the San Francisco Bay Area. Any review and audit of the supporting data under this Section shall occur at such location and at such time during Landlord’s normal business hours on such days (“Access Days”) during the thirty (30) day period after Tenant’s delivery of its Audit Notice as Landlord shall reasonable designate (the “Review Period”). Any review to be conducted by Tenant under this Section 4.06 shall be at the sole expense of Tenant and shall be conducted by a firm of certified public accountants of national standing, or a professional services real estate firm that provides operating expense review service on a non-contingency fee basis. Tenant acknowledges and agrees that any supporting data reviewed under this Section 4.06 shall constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the management of Tenant who receive the results of the review. Except (i) to the extent required by law, (ii) in connection with any legal proceeding concerning this Lease, or (iii) to the extent such information or results are otherwise publicly available, the disclosure of such information or results of the review to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. Tenant shall deliver the results of its audit and review (“Audit Report”) to Landlord within the thirty (30) day period after the last Access Day designated by Landlord.

Procedures for review. Tenant agrees that any review of supporting data under this Section shall occur at such location at which Landlord’s records for the Building or and the Project are then located; provided that such location shall be in and around the San Francisco Bay Area. Any review and audit of the supporting data under this Section shall occur at such location and at such time during Landlord’s normal business hours on such days (“Access Days”) during the thirty (30) day period after Tenant’s delivery of its Audit Notice as Landlord shall reasonable designate (the “Review Period”). Any review to be conducted by Tenant under this Section 4.06 shall be at the sole expense of Tenant and shall be conducted by a firm of certified public accountants of national standing, or a professional services real estate firm that provides operating expense review service standing on a non-contingency fee basis. If an audit, review or inspection by a Tenant or Tenant’s accountant or consultant alleges an overbilling, Tenant may submit a claim for the overbilled amount to Landlord, detailing the nature of the overbilling, and if Landlord concurs that its statement is in error, Landlord will promptly reimburse to Tenant, or Tenant will promptly pay to Landlord, any amount which may be determined to have been due as a result of Tenant’s audit. If Landlord does not concur that its statement is in error, the dispute between Landlord and Tenant will be resolved in accordance with Section 4.06(c), below. Additionally, if Landlord is determined to have overcharged Tenant for Operating Expenses by five percent (5%) or more, Landlord shall reimburse Tenant within thirty (30) Days following such determination for the reasonable cost of Tenant’s review of Landlord’s books and records, not to exceed One Thousand Five Hundred Dollars ($1,500) (which cost may not be included as Additional Rent). Tenant acknowledges and agrees that any supporting data reviewed under this Section 4.06 shall constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the management of Tenant who receive the results of the review. Except (i) to the extent required by law, (ii) in connection with any legal proceeding concerning this Lease, or (iii) to the extent such information or results are otherwise publicly available, the disclosure of such information or results of the review to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease. Tenant shall deliver the results of its audit and review (“Audit Report”) to Landlord within the thirty (30) day period after the last Access Day designated by Landlord.