share purchase agreement - The Law Society of Saskatchewan

10ARTICLE 3REPRESENTATIONSAND WARRANTIES3.1 REPRESENTATIONS AND WARRANTIES BY THE VENDOR AND THESHAREHOLDER:The Vendor and the Shareholder hereby jointly and severallyrepresent and warrant to the Purchaser as follows, and confirm thatthe Purchaser is relying upon the accuracy of each of suchrepresentations and warranties in connection with the purchase ofthe Purchased Shares and the completion of the other transactionshereunder:(1) Corporate Authority and Binding Obligation:The Vendor has good right, full corporate power and absoluteauthority to enter into this Agreement and to sell, assign andtransfer the Purchased Shares to the Purchaser in the mannercontemplated herein and to perform all of the Vendor'sobligations under this Agreement. The Shareholder has goodright, full power and authority to enter into this Agreementand to perform all of the Shareholder's obligations under thisAgreement. Each of the Corporation and the Vendor and theirrespective shareholders and boards of directors have taken allnecessary or desirable actions, steps and corporate and otherproceedings to approve or authorize, validly and effectively,the entering into, and the execution, delivery and performanceof this Agreement and the sale and transfer of the PurchasedShares by the Vendor to the Purchaser. This Agreement is a.legal, valid and binding obligation of the Vendor and theShareholder, enforceable against each of them in accordancewith its terms subject to:(a) bankruptcy, insolvency, moratorium, reorganization andother laws relating to or affecting the enforcement ofcreditors' rights generally; and(b)the fact that equitable remedies, including the remediesof specific performance and injunction, may only begranted in the discretion of a court.(2) No Other Purchase Agreements:No personcommitment,pre-emptiveoption orwarrants orhas any agreement, option, understanding oror any right or privilege (whether by law,or contractual) capable of becoming an agreement,commitment, including convertible securities,convertible obligations of any nature, for: