Lululemon 2010 Annual Report Download - page 105

- 8 -
3.2
P OSSESSION .
The Vendor will deliver to the Purchaser possession of the Purchased Property free from all liens, claims, charges, encumbrances and
legal notations other than the Permitted Encumbrances immediately upon completion of the sale and purchase of the Purchased
Property.
3.3 A DJUSTMENTS .
(a) Adjustment Date . Adjustments for the Purchased Property will be made as of the Completion Date and the payment due
pursuant to subsection 2.3(c) will be adjusted accordingly. Except as otherwise provided in this Agreement, the Vendor will be
responsible for all expenses and will be entitled to all revenues accrued with respect to the Purchased Property for the period
ending on the day before the Completion Date and, for the period from and including the Completion Date, the Purchaser will
be responsible for all expenses and will be entitled to all revenues accruing with respect to the Purchased Property.
(b) Adjustment Items . The adjustments with respect to the Leases will include all current rents (including current basic rent,
current additional rent and other current charges), prepaid rents and other prepaid charges, security deposits and all other items
normally adjusted between a vendor and purchaser in respect of the sale of property similar to the Lands. For greater certainty:
(i) pursuant to the Lululemon Lease, the Purchaser has prepaid the basic rent payable for the first three years of the term
thereof, and the Purchaser will receive a credit on the Statement of Adjustments for the portion of such basic rent that is
attributable to the period from and after the Completion Date; and
(ii) pursuant to the Lululemon Lease, the Vendor is obligated to undertake certain future work in respect of the proposed
lease expansion scheduled to occur in 2011, and such obligations on the part of the Vendor will be assumed by the
Purchaser on the Completion Date.
(c) Statement of Adjustments . A statement of adjustments (the “
Statement of Adjustments
”) will be delivered to the Purchaser
by the Vendor at least five (5) Business Days prior to the Completion Date and will have annexed thereto details of the
calculations used to arrive at all debits and credits on the Statement of Adjustments. The Vendor will give the Purchaser and its
representatives reasonable access to all working papers and back-up materials in order to verify the accuracy of the Statement
of Adjustments.
(d) Readjustment . If the final cost or amount of an item which is to be adjusted has not been determined as of the Completion
Date, then an initial calculation or adjustment for such item will be made as of the Completion Date and reflected on the
Statement of Adjustments. The amount of such item will be estimated by the Vendor and agreed to by the Purchaser, each
acting reasonably, as of the Completion Date on the basis of the best evidence available at the Completion Date as to what the
final cost or amount of such item will be. In each case, when such cost or amount is determined (such determination to be made
as soon as possible and in any event prior to that day which is one year after the Completion Date), the Purchaser will, within
30 days of determination, provide a complete statement thereof to the Vendor and, within 30 days thereafter, the Vendor and
the Purchaser will make a final adjustment as of the Completion Date for the item in