Lululemon 2010 Annual Report Download - page 117

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- 20 -
(b) return all copies of the Delivery Materials to the Vendor, including copies made by or on behalf of the Purchaser pursuant to
subsections 4.1(b) and 4.1(d), in the event that the transactions contemplated herein are not completed for any reason other than
the default of the Vendor.
5.4
S
ERVICE
C
ONTRACTS
.
Except for those of the Service Contracts which the Purchaser advises the Vendor, on or before the date that the Purchaser’s
Conditions are satisfied or waived in writing by the Purchaser, that the Purchaser wishes to assume, the Vendor will cause the Service
Contracts to be terminated effective on or before the Completion Date.
5.5
I
NDEMNITY
.
The Purchaser hereby covenants and agrees with the Vendor that the Purchaser will indemnify the Vendor and save the Vendor
harmless from and against any and all damages, losses, liabilities, costs and expenses (including legal fees on a solicitor and own client
basis) at any time suffered or incurred by the Vendor as a result of any damage or injury to the Lands or the Equipment or other
property of the Vendor or of any occupant of the Lands resulting from the exercise by the Purchaser of its rights under subsection 4.1
(a) or any breach by the Purchaser of any of its obligations under any provision of this Agreement or a breach of, or inaccuracy in, any
of the warranties or representations set forth in section 5.1 or any other provision of this Agreement.
5.6
E
NVIRONMENTAL
AND
P
HYSICAL
C
ONDITION
—
R
ELEASE
.
Save and except for any and all liabilities, suits, actions, obligations, statutory or other proceedings, judgments, investigations,
demands, claims, losses, damages, consequential damages, remediation cost recovery claims, remediation costs, fines, penalties,
expenses, and legal costs on a solicitor
-
client basis (collectively, the
“
Claims
”
)
arising out of section 4.2 and 4.3,
(a) each Party, from and after the Completion Date, hereby releases the other Party from all Claims which a Party may assert
against the other Party at law or in equity, arising out of or in connection with the application of Environmental Laws to the
Lands, including:
(i)
the non
-
compliance of the Lands or the surrounding Environment with any Environmental Laws;
(ii)
any investigation or claim of such non
-
compliance by any Person;
(iii)
the presence within the Lands or the surrounding Environment of
“
Special Waste
”
or other Hazardous Substances; or
(iv) the leaching, escaping; or migrating of “Special Waste” or other Hazardous Substances from the Lands or the
surrounding Environment to other lands or their surrounding Environment, whether or not any such event, happening, or
condition arose or arises before or after the Effective Date or the Completion Date, and whether or not caused in whole
or in part or directly or indirectly by the Vendor; and
(b) from and after the Completion Date, the Purchaser hereby releases the Vendor from all Claims which the Purchaser may assert
against the Vendor at law or in equity, arising out