Lululemon 2010 Annual Report Download - page 118

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- 21 -
of or in connection with the physical condition and state of repair of the Lands and the buildings, improvements, structures and
fixtures thereon.
ARTICLE 6
CONDITIONS PRECEDENT
In consideration of the non-refundable sum of $10.00 paid by the Purchaser to the Vendor and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the Vendor, the Vendor acknowledges and agrees that, although the
Purchaser’s obligation to complete the sale and purchase contemplated by this Agreement is subject to satisfaction or waiver of the
Purchaser’s Conditions, this Agreement is not void, voidable, revocable or, otherwise capable of being terminated by the Vendor until
the time limited for the satisfaction or waiver of the Purchaser’s Conditions has expired.
For greater certainty, the Purchaser acknowledges and agrees that the $10.00 paid to the Vendor pursuant to this paragraph is the
absolute property of the Vendor and in no event will the $10.00 be returnable to or paid to the Purchaser.
5.7
S
URVIVAL
OF
R
EPRESENTATIONS
.
The representations and warranties by the Purchaser expressed in section 5.1 will not merge on the Completion Date but will survive
the Completion Date for a period of two (2) years. The Vendor will give written notice of each breach of a representation or warranty
to the Purchaser, 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) year period, the Purchaser will be absolutely and
unconditionally released from all obligations and liabilities in respect of the representations and warranties expressed in section 5.1, or
otherwise expressed by the Purchaser in this Agreement or in any document or certificate given to the Vendor in order to complete this
transaction, save and except with respect to any claims made by the Vendor in writing prior to the expiration of such two (2) year
period.
6.1
URCHASER
’
S
C
ONDITIONS
.
The obligation of the Purchaser to complete the purchase of the Purchased Property on the Completion Date is subject to each of the
following Purchaser’s Conditions having been waived by the Purchaser in writing or satisfied by the Purchaser, on or before the
Conditions Removal Date:
(a) the Purchaser will have conducted all of its due diligence searches with respect to the Purchased Property and will have
completed its review of the Delivery Materials and, without limiting any of its rights or remedies under this Agreement, have
satisfied itself, in its sole discretion, as to all matters related to the Purchased Property and the transactions contemplated
hereby, including all matters related to projected revenues and expenses, the Other Leases, the Service Contracts and other
relevant contracts, the geotechnical, engineering and environmental condition of the Lands, the title to the Lands and the
physical condition of the Lands and fitness for use of the Purchased Property by the Purchaser; and
(b) the Purchaser will have obtained the approval of its Board of Directors to the completion of the purchase of the Purchased
Property pursuant to the terms of this Agreement.