Lululemon 2010 Annual Report Download - page 110

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- 13 -
(d) subject to the overriding provisions of section 9.14 and subsection 5.3(b), permit the Purchaser and its agents, representatives
and consultants to make such copies of the material referred to in subsections 4.1(b) and 4.1(c), at the Purchaser’s cost, as the
Purchaser may reasonably require in connection with its due diligence review of the Purchased Property;
(e) from the Effective Date until the Completion Date, use its reasonable commercial efforts to maintain the Lands and Equipment
in the same general state of repair and condition as exists as of the Effective Date, subject to reasonable wear and tear;
(f)
from the Effective Date until the Completion Date:
(i) enforce the terms of all Leases (however, in no event will the Vendor be entitled to terminate any of the Leases except
as permitted under section 4.6 without the prior written consent of the Purchaser);
(ii)
not modify existing Leases and not enter into any new Lease except as permitted under section 4.6; and
(iii) not modify existing Service Contracts and not enter into any new Service Contract except as permitted under
section 4.7;
(g)
maintain in force current insurance in respect of the Lands and the Equipment;
(h) cancel and terminate all existing property management agreements with respect to the Lands, effective as of the Completion
Date;
(i) cancel and terminate all other contracts which relate to the operation of the Lands and the Equipment, including any Service
Contracts which the Purchaser does not advise the Vendor that the Purchaser wishes to assume in accordance with section 5.4,
effective as of the Completion Date;
(j)
pay all amounts due, owing or payable pursuant to the Service Contracts to and including the Completion Date;
(k) execute, or cause to be executed, and return to the Purchaser or the Purchaser’s Solicitors as soon as is reasonably possible all
consents or letters of authority which it may be necessary for the Vendor or any director, officer or shareholder thereof, to
execute in order for the Purchaser to conduct such due diligence searches with respect to the purchase of the Purchased
Property as it determines to be necessary; and
(l) forward to the Purchaser within two (2) Business Days of the Vendor’s receipt, any search results from government offices
which are directed to the Vendor in response to any due diligence inquiries made by or at the request of the Purchaser.
4.2
V
ENDOR
’
S
R
EPRESENTATIONS
AND
W
ARRANTIES
.
The Vendor hereby represents and warrants as representations and warranties that are true as of the Effective Date and will be true at
the Completion Date as follows: