Lululemon 2010 Annual Report Download - page 123

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- 26 -
Agreement or any other remedy available to it and such rights, powers, remedies and recourses may be exercised concurrently or
individually without the necessity of making any election.
9.3
T
ENDER
.
It is agreed that any tender of documents or money may be made upon the respective solicitors for the parties and that it will be
sufficient to tender a solicitor
’
s certified trust cheque rather than cash.
Notwithstanding the foregoing or any other provision of this Agreement, the parties agree that, if the Purchaser is required by
applicable legislation to cause the adjusted Purchase Price to be paid by electronic transfer, then the Purchaser will make all
commercially reasonable efforts to ensure that such an amount will be transferred to and received by the Vendor’s Solicitors on or
before 3:00 p.m. (Vancouver time) on the Completion Date. If for any reason out of the control of the Purchaser (which, for greater
certainty, will not include any event which is a default by the Purchaser under this Agreement), the Purchaser cannot ensure that such
an amount will be received by the Vendor’s Solicitors on or before the time and date set out above, then the Purchaser will be entitled
to pay such amount on or before 3:00 p.m. (Vancouver time) on the next Business Day following the Completion Date so long as, in
addition to such amount, the Purchaser also pays to the Vendor at the same time interest on such amount, at a rate equal to the Prime
Rate plus one percent (1%) per annum, for each day from and including the Completion Date to but not including the day such
payment is made. “ Prime Rate ”,
as used herein, means that variable annual rate of interest quoted by the main branch of Royal Bank
of Canada, Vancouver, British Columbia, from time to time as the rate of interest used by it as a reference rate for setting rates of
interest on Canadian dollar loans in Canada repayable on demand and commonly referred to by such Bank as its
“
prime rate
”
.
9.4
EES
AND
E
XPENSES
.
Each party will pay its own legal fees. The Purchaser will be responsible for all registration fees and transfer taxes payable in
connection with the registration of the Transfer and any mortgage security arranged by it and for any HST payable in connection with
the Purchaser
’
s acquisition of the Purchased Property.
9.5
H
ARMONIZED
S
ALES
T
AX
.
On or before the Completion Date, the Purchaser will provide the Vendor with a certificate (the “
HST Certificate
”) stating that the
Purchaser is registered with Canada Revenue Agency or any successor thereto for the purposes of the federal/provincial harmonized
sales tax (“ HST ”)
and setting out its HST registration number, failing which the Purchaser will pay to the Vendor the HST applicable
to the purchase and sale of the Purchased Property on the Completion Date.
9.6
C
OMMISSION
.
Any commission or brokerage fees payable to CBRE, to a maximum of $975,000, plus applicable HST, will be paid by the Vendor
upon the due completion of the transactions contemplated herein. Any commissions or brokerage fees payable to CBRE in excess of
$975,000, plus applicable HST, and any commission or brokerage fees payable to any other third party in any amount will be the sole
responsibility of the Purchaser. The Vendor confirms that it has not engaged any third party broker in connection with the purchase
and sale of the Purchased Property.