Lululemon 2010 Annual Report Download - page 113

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(q) to the Vendor’
s knowledge, all of the documents and other materials provided pursuant to subsections 4.1(b) and 4.1(c) are true
and complete copies;
(r) the Vendor is not now and has not been a party to any collective agreement or subject to any collective bargaining obligation
relating to the Purchased Property or any business conducted thereon with any labour union or other association of employees;
(s) the Vendor has no employees in respect of the Vendor’s operation of the Lands for whom the Purchaser will be responsible
following the completion of the sale and purchase of the Purchased Property;
(t) there are no rights of first refusal to purchase, options to purchase, rights of first refusal to lease, options to lease or similar
agreements which have been granted by the Vendor in respect of any part of the Purchased Property other than any such
agreements which may be contained in the copies of the Leases delivered by the Vendor to the Purchaser and except as
disclosed by the Vendor to the Purchaser pursuant to subsection 4.1(b); and
(u) the Vendor is not in default under any provision of any of the Permitted Encumbrances or any agreement in any way related to
the Lands and the Equipment, and has performed all of its obligations with respect to all such encumbrances, charges and
agreements, except as disclosed by the Vendor to the Purchaser pursuant to subsection 4.1(b).
The Vendor acknowledges and agrees that the Purchaser has entered into this Agreement in reliance on the foregoing representations
and warranties and the representation and warranty in paragraph 4.1(b)(iv) with respect to the RJC Report.
4.3 S URVIVAL OF R EPRESENTATIONS .
The representations and warranties by the Vendor expressed in section 4.2, or otherwise expressed by the Vendor in this Agreement,
will not merge on the Completion Date but will survive the Completion Date for a period of two (2) years. The Purchaser will give
written notice of each breach of a representation or warranty to the Vendor, together with details thereof, promptly after becoming
aware of such breach and, in any event, no later than two (2) years after the Completion Date. After the expiration of such two
(2) years period, the Vendor will be absolutely and unconditionally released from all obligations and liabilities in respect of the
representations and warranties expressed in section 4.2, or otherwise expressed by the Vendor in this Agreement or in any document or
certificate given to the Purchaser in order to complete this transaction, save and except with respect to any claims made by the
Purchaser in writing prior to the expiration of such two (2) year period.
4.4
I
NDEMNITY
.
The Vendor will indemnify the Purchaser against, and save the Purchaser harmless from, any loss, cost or damage of any nature
whatsoever sustained by the Purchaser directly or indirectly by reason of a breach by the Vendor of any of its obligations under section
4.1 or any other provision of this Agreement or a breach of, or inaccuracy in, any of the warranties or representations set forth in
section 4.2 or any other provision of this Agreement.
4.5
E
STOPPEL
C
ERTIFICATES
.
Except as hereinafter provided, the Vendor will obtain and deliver to the Purchaser, prior to the completion of the purchase and sale of
the Purchased Property, Estoppel Certificates from the Other Tenants. To the extent that the Vendor is unable to obtain and deliver to
the Purchaser