Common use of Registration and Other Costs Clause in Contracts

Registration and Other Costs. (a) The Vendor and the Purchaser shall be responsible for the costs of the Vendor’s Solicitors and the Purchaser’s Solicitors, respectively, in respect of the Transaction. (b) Except as otherwise provided in this Section 5.5, the Purchaser and the Vendor shall each be responsible for and pay one-half (1⁄2) of all taxes, fees and other costs payable in connection with the conveyance or transfer of the Subject Assets, including without limitation, costs of registering the Transfer Documents by the Purchaser, all provincial and municipal land transfer taxes payable upon registration of the Transfer Documents (but excluding all provincial and municipal land transfer taxes payable upon registration of the Master Lease (or notices thereof) for which the Vendor shall be solely responsible), costs of the Title Policies, fees for obtaining the Competition Act Approval and fees for obtaining GPEB and BCLC approval. The Vendor and Purchaser shall make all adjustments in their respective statements of adjustments in accordance with this Section 5.5(b). The parties shall make readjustments after Closing as necessary. Each party will pay to the other promptly such net amounts as are shown to be owed by it to the other on the readjustment statements. (c) The Purchaser shall be responsible for the cost of any title insurance for its lenders. The Vendor shall be responsible for the costs of preparing and registering any discharges of Encumbrances with respect to the Subject Assets which are not Permitted Encumbrances. (d) The Purchaser shall indemnify and save harmless the Vendor and its shareholders, directors, officers, employees and agents from all Claims incurred, suffered or sustained as a result of a failure by the Purchaser to file any returns, certificates, filings, elections, notices or other documents required to be filed by the Purchaser with any federal, provincial or other taxing authorities in connection with the conveyance or transfer of the Subject Assets. (e) The Purchaser and the Vendor agree that if GST is exigible on this Transaction then it is the Vendor’s obligation to collect GST, and the Purchaser’s obligation to pay GST on Closing. The Purchaser confirms that it will be registered with CRA or any successor thereto in compliance with subdivision d of Division V of Part IX of the Excise Tax Act (Canada) relating to GST on the Closing Date. The Purchase Price does not include GST and the Purchaser confirms that it will be responsible for the GST payable with respect to the Transaction and will account directly to Canada Revenue Agency (“CRA”) with respect thereto in accordance with Schedule “B”. The Purchaser covenants and agrees that on Closing it shall either: (i) confirm its GST registration number to the Vendor on the Closing Date by providing a signed GST Declaration and Indemnity pursuant to Section 5.3 or (ii) pay, in addition to the Purchase Price, GST on the Purchase Price. (f) The provisions of this Section 5.5 shall survive the Closing.

Registration and Other Costs. (a) The Vendor and shall be responsible for the costs of the Vendor's Solicitor in respect of this transaction. The Purchaser shall be responsible for the costs of the Vendor’s Purchaser's Solicitors and the Purchaser’s Solicitors, respectively, in respect of the Transaction. (b) Except as otherwise provided in this Section 5.5, the transaction. The Purchaser and the Vendor shall each be responsible for and pay one-half any land transfer taxes or deed transfer taxes payable on the transfer of the Property, all registration fees payable in respect of registration by it of any documents on Closing (1⁄2other than discharges of Encumbrances which are required to be made by the Vendor, which shall be the responsibility of the Vendor) of and all taxes, fees federal and provincial sales and other costs taxes payable by a purchaser upon or in connection with the conveyance or transfer of the Subject AssetsProperty, including without limitation, costs of registering goods and services tax ("GST") pursuant to the Transfer Documents by the Purchaser, all provincial and municipal land transfer taxes payable upon registration of the Transfer Documents Excise Tax Act (but excluding all provincial and municipal land transfer taxes payable upon registration of the Master Lease (or notices thereof) for which the Vendor shall be solely responsible), costs of the Title Policies, fees for obtaining the Competition Act Approval and fees for obtaining GPEB and BCLC approval. The Vendor and Purchaser shall make all adjustments in their respective statements of adjustments in accordance with this Section 5.5(bCanada). The parties shall make readjustments after Closing as necessary. Each party will pay to the other promptly such net amounts as are shown to be owed by it to the other on the readjustment statements. (c) The Purchaser shall be responsible for the cost of any title insurance for its lenders. The Vendor shall be responsible for the costs of preparing and registering any discharges of Encumbrances with respect to the Subject Assets which are not Permitted Encumbrances. (d) The Purchaser shall indemnify and save harmless the Vendor and its shareholders, directors, officers, employees employees, advisors and agents from all Claims claims, actions, causes of action, proceedings, losses, damages, costs, liabilities and expenses incurred, suffered or sustained as a result of a failure by the Purchaser: (a) to pay any federal, provincial or other taxes payable by the Purchaser in connection with the conveyance or transfer of the Property whether arising from a reassessment or otherwise, including provincial retail sales tax and GST, if applicable; and/or (b) to file any returns, certificates, filings, elections, notices or other documents required to be filed by the Purchaser with any federal, provincial or other taxing authorities in connection with the conveyance or transfer of the Subject Assets. (e) The Property. Without limiting the generality of the foregoing, the Purchaser and acknowledges that in the Vendor agree that if event any GST is exigible on this Transaction then it is in connection with the Vendor’s obligation to collect GSTtransaction contemplated herein, and the Purchaser’s obligation to pay such GST on Closing. The Purchaser confirms that it will shall be registered with CRA or any successor thereto in compliance with subdivision d of Division V of Part IX of the Excise Tax Act (Canada) relating to GST on the Closing Date. The Purchase Price does not include GST and the Purchaser confirms that it will be responsible for the GST payable with respect to the Transaction and will account directly to Canada Revenue Agency (“CRA”) with respect thereto in accordance with Schedule “B”. The Purchaser covenants and agrees that on Closing it shall either: (i) confirm its GST registration number to the Vendor on the Closing Date by providing a signed GST Declaration and Indemnity pursuant to Section 5.3 or (ii) pay, in addition to the Purchase Price. The Purchaser and Vendor acknowledge and agree that the Purchaser shall not be required to pay, or the Vendor to collect and remit, any GST exigible in connection with this transaction provided that the Purchaser on Closing, provides to the Purchase Price. (f) The provisions Vendor a certificate of this an officer of the Purchaser confirming that the Purchaser is a registrant for GST and the Purchaser's registration number as at Closing, as well as an undertaking by the Purchaser to remit when due any exigible GST and the indemnity provided for herein. This Section 5.5 5.3 shall survive the and not merge on Closing.

Registration and Other Costs. (a) The Vendor and the Purchaser shall be responsible for the costs of the Vendor’s Solicitors and the Purchaser’s Solicitors, respectively, in respect of this Agreement and the Transaction. (b) Except as otherwise provided in this Section 5.5, the Purchaser and the Vendor shall each be responsible for and pay one-half (1⁄2) of all taxes, fees and other costs payable in connection with the conveyance or transfer of the Subject Assets, including without limitation, costs of registering the Transfer Documents by the Purchaser, all provincial and municipal land transfer taxes payable upon registration of the Transfer Documents (but excluding all provincial and municipal land transfer taxes payable upon registration of the Master Lease (or notices thereof) for which the Vendor shall be solely responsible), costs of the Title Policies, fees for obtaining the Competition Act Approval and fees for obtaining GPEB and BCLC approval. The Vendor and Purchaser shall make all adjustments in their respective statements of adjustments in accordance with this Section 5.5(b). The parties shall make readjustments after Closing as necessary. Each party will pay to the other promptly such net amounts as are shown to be owed by it to the other on the readjustment statements. (c) The Purchaser shall be responsible for the cost of any title insurance for its lenders. The Vendor and shall be responsible for the costs of preparing and registering any discharges of Encumbrances with respect to the Subject Assets which are not Permitted Encumbrances. (d) The Purchaser shall indemnify and save harmless the Vendor and its shareholders, directors, officers, employees and agents from all Claims incurred, suffered or sustained as a result of a failure by the Purchaser to file any returns, certificates, filings, elections, notices or other documents required to be filed by the Purchaser with any federal, provincial or other taxing authorities in connection with the conveyance or transfer of the Subject Assets. (e) The Purchaser and the Vendor agree that if GST is exigible on this Transaction then it is the Vendor’s obligation to collect GST, and the Purchaser’s obligation to pay GST on Closing. The Purchaser confirms that it will be registered with CRA or any successor thereto in compliance with subdivision d of Division V of Part IX of the Excise Tax Act (Canada) relating to GST on the Closing Date. The Purchase Price does not include GST and the Purchaser confirms that it will be responsible for the GST payable with respect to the Transaction and will account directly to Canada Revenue Agency (“CRA”) with respect thereto in accordance with Schedule “B”. The Purchaser covenants and agrees that on Closing it shall either: (i) confirm its GST registration number to the Vendor on the Closing Date by providing a signed GST Declaration and Indemnity pursuant to Section 5.3 or (ii) pay, in addition to the Purchase Price, GST the land transfer tax payable on registration of the Purchase Price. Transfer, all registration fees payable in respect of registration by it of any documents on Closing, and all federal and provincial sales taxes payable in respect of the transfer of the Hotel Assets to the Purchaser. The Vendor and the Purchaser hereby agree to jointly execute and deliver, and the Purchaser hereby agrees to file, an election (fwhich shall be in the prescribed form and shall be filed by the Purchaser within the prescribed time therefor) under subsection 167(1.1) of the Excise Tax Act (Canada) in respect of the transfer by the Vendor of the Hotel Assets so that no taxes are payable on Closing in respect of such transfer under such Act. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall indemnify and hold the Vendor harmless in respect of any HST, penalties, interest and other amounts which may be assessed against the Vendor as a result of: (i) the Transaction not being eligible for such election; (ii) the Purchaser’s failure to file the election within the prescribed time; (iii) such election otherwise not being valid; or (iv) a breach of the representation and warranty in Section 6.2(d). The provisions Vendor and the Purchaser hereby agree to elect, if applicable, jointly under subsection 20(24) of the Income Tax Act (Canada) and any equivalent or corresponding provision under any applicable provisional or territorial tax legislation, in the prescribed form and within the prescribed time therefor, to have the rules in subsection 20(24) of the Income Tax Act (Canada) (or such equivalent or corresponding provision) apply to the amounts credited to the Purchaser under Section 3.3(c)(ii) and to the assumption by the Purchaser of any other obligations in respect of which an election can be made. The indemnities set out in this Section 5.5 5.4 shall survive the and shall not merge on Closing.

Registration and Other Costs. (a) The Vendor and the Purchaser shall be responsible for the costs of the Vendor’s Solicitors and the Purchaser’s Solicitors, respectively, in respect of the Transaction. (b) Except as otherwise provided in this Section 5.5, the . The Purchaser and the Vendor shall each be responsible for and pay one-half (1⁄2) of pay, in addition to the Purchase Price, all registration taxes, fees and other costs payable in respect of registration by it of any documents on Closing (including Transfer Documents) and all federal and provincial sales and other taxes payable by a purchaser upon or in connection with the conveyance or transfer of the Subject Assets, including without limitation, costs of registering the Transfer Documents by the Purchaser, all provincial retail sales tax and municipal land transfer taxes payable upon registration of the Transfer Documents (but excluding all provincial goods and municipal land transfer taxes payable upon registration of the Master Lease (or notices thereof) for which the Vendor shall be solely responsible), costs of the Title Policies, fees for obtaining the Competition Act Approval and fees for obtaining GPEB and BCLC approval. The Vendor and Purchaser shall make all adjustments in their respective statements of adjustments in accordance with this Section 5.5(b). The parties shall make readjustments after Closing as necessary. Each party will pay to the other promptly such net amounts as are shown to be owed by it to the other on the readjustment statements. (c) The Purchaser shall be responsible for the cost of any title insurance for its lendersservices tax. The Vendor shall be responsible for the costs of preparing and registering any discharges of Encumbrances with respect to the Subject Assets which are not Permitted Encumbrances. (db) The Purchaser shall indemnify and save harmless the Vendor Vendor, and its shareholders, directors, officers, employees and agents from all Claims incurred, suffered or sustained as a result of a failure by the Purchaser: (i) to pay any federal, provincial or other taxes payable by the Purchaser in connection with the conveyance or transfer of the Subject Assets whether arising from a reassessment or otherwise, including provincial retail sales tax and goods and services tax, if applicable; or (ii) to file any returns, certificates, filings, elections, notices or other documents required to be filed by the Purchaser with any federal, provincial or other taxing authorities in connection with the conveyance or transfer of the Subject Assets. (ec) The Purchaser and the Vendor agree that if GST is exigible on this Transaction then then, subject as is herein provided, it is the Vendor’s obligation to collect the GST, and the Purchaser’s obligation to pay the GST on Closing. The Purchaser confirms and the Vendor acknowledge and agree that it will be registered with CRA or any successor thereto in compliance with subdivision d of Division V of Part IX of the Excise Tax Act (Canada) relating to GST on the Closing Date. The Purchase Price does not include GST and the Purchaser confirms that it will be responsible for the GST payable with respect to the Transaction and will account directly to Canada Revenue Agency (“CRA”) with respect thereto in accordance with Schedule “B”all other amounts referenced herein are exclusive of GST. The Purchaser covenants and agrees that on Closing it shall either: (i) confirm its GST registration number execute and deliver to the Vendor on the Closing Date by providing a signed GST Declaration and Indemnity pursuant to Section 5.3 Indemnity; or (ii) pay, in addition to the Purchase Price, by certified cheque payable to, or as directed by the Vendor, the GST on the Purchase Price. (fd) The provisions of this Section 5.5 shall survive the Closing.