Lululemon 2010 Annual Report Download - page 111

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- 14 -
(a) the Vendor has now, and will have good and marketable legal and beneficial title to the Purchased Property on the Completion
Date, free and clear of all liens, claims, charges, encumbrances and legal notations save and except for the Permitted
Encumbrances;
(b) the Vendor is a body corporate duly incorporated and validly existing under the laws of Canada and is duly qualified to own
and sell the Purchased Property and has full power, authority and capacity to enter into this Agreement and to carry out the
transactions contemplated herein;
(c)
the Vendor has never been struck from the register of companies maintained by its jurisdiction of incorporation;
(d) all necessary corporate action on the part of the directors and shareholders of the Vendor has been taken to authorize and
approve the execution and delivery of this Agreement, the completion of the transactions contemplated herein and the
performance and observance of the Vendor
’
s obligations hereunder;
(e) there is no action or proceeding pending or, to the knowledge of the Vendor, threatened against the Vendor before any court,
arbiter, arbitration panel or administrative tribunal or governmental agency which, if decided adversely to the Vendor, might
materially affect the Vendor
’
s ability to perform the Vendor
’
s obligations hereunder;
(f) no consent or approval of, or registration, declaration or filing with any governmental commission, board or other regulatory
body is required for the execution or delivery of this Agreement by the Vendor, the validity or enforceability of this Agreement
against the Vendor, or the performance by the Vendor or any of the Vendor
’
s obligations hereunder;
(g)
neither the Vendor entering into this Agreement nor the performance by the Vendor of the terms hereof will result in the breach
of or constitute a default under any term or provision of any instrument, document, agreement, statute, bylaw, regulation, or
encumbrance to which the Vendor or the Purchased Property are bound or subject or which would result in the creation of any
lien, encumbrance or other charge on the Purchased Property;
(h)
the Vendor is not a
“
non
-
resident
”
of Canada within the meaning of the
Income Tax Act
(Canada);
(i) the Vendor has no present or future obligation to construct or provide, or to pay any amount to any person in connection with,
off
-
site services, utilities or similar services in connection with the Lands;
(j) there is no action, suit, claim or litigation pending or, to the knowledge of the Vendor, threatened with respect to the Lands or
the existing use or occupancy thereof and, to the knowledge of the Vendor, no state of facts exists which could constitute the
basis of any such action, suit, claim or litigation;
(k)
except as may otherwise be disclosed in the Delivery Materials, the Vendor has not received and the Vendor is not aware of any
notice, request, directive or order from any Governmental Authority or official, requesting, requiring or ordering the
performance of any work or alteration in respect of the Lands. For the purposes of this subsection,