Lululemon 2010 Annual Report Download - page 106

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question. In the absence of agreement by the Parties, the final cost or amount of an item will be determined by independent
auditors, acceptable to the Vendor and the Purchaser, each acting reasonably, with the cost of such auditors’ determination
being shared equally between the Vendor and the Purchaser. On the Completion Date, the Parties will execute an undertaking
to further adjust between themselves to confirm the agreement set out in this section 3.3.
(e)
Commissions, Tenant Inducements and Landlord
’
s Work
. With respect to:
(i)
any Lease entered into by the Vendor prior to the Effective Date, and subject only to the exception set forth in paragraph
3.3(b)(ii), the Vendor will be responsible for the payment of all third party leasing commissions, whether payable or
accrued before or after the Completion Date, of all tenant inducements and allowances, including lease take-over
obligations and free rent, payable or accrued with respect to such Lease, and of all costs and expenses of any landlord’s
work or improvements pursuant to such Lease. To the extent that any such leasing commissions, tenant inducements and
allowances and costs of landlord’
s work or improvements for which the Vendor is responsible have not been paid by the
Vendor as of the Completion Date, the Purchaser will be credited with respect thereto on the Statement of Adjustments;
and
(ii) any Lease modified by the Vendor after the Effective Date or any new lease entered into by the Vendor after the
Effective Date, in each case modified or entered into with the prior written approval of the Purchaser, the Purchaser will
be responsible for the payment of all third party leasing commissions, whether payable or accrued before or after the
Completion Date, of all tenant inducements and allowances, including lease take-over obligations and free rent, payable
or accrued with respect to such Lease, and of all costs and expenses of any landlord’
s work or improvements pursuant to
such modification of Lease or new Lease and, for greater certainty, if the Purchaser does not approve of any such
modification, the Vendor will be responsible for payment of all such amounts and the Purchaser will be credited with
respect thereto on the Statement of Adjustments.
(f) Tenant Receivables
. Any rental arrears and accounts receivable and any other claims against a Tenant payable or accrued prior
to the Completion Date and unpaid on the Completion Date (the “ Tenant Receivables ”) will remain the property of the
Vendor and there will be no adjustment in favour of the Vendor on the Statement of Adjustments for such amounts save and
except for arrears under the Lululemon Lease, which arrears will be adjusted on the Completion Date. Any amount of rent
received or collected by the Purchaser after the Completion Date from a Tenant that owes Tenant Receivables to the Vendor
will be credited, first, to current month’s rent, second, to any arrears of rent owing and accruing from and after the Completion
Date, and third, to any Tenant Receivables owed to the Vendor. Any amount of rent received or collected by the Vendor after
the Completion Date from a Tenant that owes Tenant Receivables to the Vendor will be credited, first, to such Tenant
Receivables, and any surplus rent, if any, received or collected by the Vendor will be promptly paid to the Purchaser.