share purchase agreement - The Law Society of Saskatchewan

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12(b)The articles, by-laws and other constating documents ofthe Corporation, as amended to the date hereof, arelisted in Schedule "G" attached hereto, and complete andcorrect copies of each of those documents have beendelivered to the Purchaser.(c) The Corporation is duly licensed, registered andqualified as a corporation to do business, is up-to-datein the filing of all required corporate returns and othernotices and filings and is otherwise in good standing inall respects, in each jurisdiction in which:(i)it owns or leases property; or(ii) the nature or conduct of its business or any partthereof, or the nature of the property of theCorporation or any part thereof, makes suchqualification necessary or desirable to enable theBusiness to be carried on as now conducted or toenable the property and assets of the Corporationto be owned, leased and operated by it.All of the Corporation's Licences are listed in Schedule "H"attached hereto and are valid and subsisting. Complete andcorrect copies of the Licences have been delivered to thePurchaser. The Corporation is in compliance with all termsand conditions of the Licences. There are no proceedings inprogress, pending or, to the best of the knowledge of theVendor and the Shareholder, threatened, which could result inthe revocation, cancellation or suspension of any of theLicences.(5) Compliance with Constating Documents r Agreements andLaws:The execution, delivery and performance of this Agreement andeach of the other agreements contemplated or referred toherein by the Vendor and the Corporation, and the completionof the transactions contemplated hereby, will not constituteor result in a violation or breach of or default under, orcause the acceleration of any obligations of the Corporationunder:(a)(b)any term or provision of any of the articles, by-laws orother constating documents of the Corporation;subject to obtaining the contractual consents referred toin Schedule "F" hereof, the terms of any agreement(written or oral), indenture, instrument or understandingor other obligation or restriction to which the
13Corporation or the Vendor is a party or by which eitherof them is bound; or(c)subject to obtaining the regulatory consents referred toin Schedule "F" hereof, any term or provision of any ofthe Licences or any order of any court, governmentalauthority or regulatory body or any law or regulation ofany jurisdiction in which the Business is carried on.(6) Corporate Records:The corporate records and minute books of the Corporation, allof which have been provided to the Purchaser, contain completeand accurate minutes of all meetings of the directors andshareholders of the Corporation held since its incorporation,and original signed copies of all resolutions and by-laws dulypassed or confirmed by the directors or shareholders of theCorporation other than at a meeting. All such meetings wereduly called and held. The share certificate books, registerof security holders, register of transfers and register ofdirectors and any similar corporate records of the Corporationare complete and accurate. All exigible security transfer taxor similar tax payable in connection with the transfer of anysecurities of the Corporation has been duly paid.(7) Authorized and Issued Capital:The authorized capital of the Corporation consists of [classof shares], of which [number] shares have been duly issued andare outstanding as fully paid and non-assessable shares. Noshares or other securities of the Corporation have been issuedin violation of any laws, the articles of incorporation,by-laws or other ·constating documents of the Corporation orthe terms of any shareholders' agreement or any agreement towhich the Corporation is a party or by which it is bound. TheVendor owns all of the issued and outstanding shares of theCorporation as the shareholder of record and as the beneficialowner, with good and marketable title thereto, free and clearof any and all Encumbrances.(8) Shareholders' Agreements, Etc.:There are no shareholders' agreements, pooling agreements,voting trusts or other similar agreements with respect to theownership or voting of any of the shares of the Corporation.
Page 1 and 2: SHARE PURCHASE AGREEMENT(SAMPLE)Thi
Page 3: SHARE PURCHASE AGREEMENTArticle 1 -
Page 6 and 7: 2OR[C] NOW THEREFORE in considerati
Page 8 and 9: 4(m) "generally accepted accounting
Page 10 and 11: 61.6 INTERPRETATION NOT AFFECTED BY
Page 12 and 13: 8(c)[A][The parties] will cause aud
Page 14 and 15: 10ARTICLE 3REPRESENTATIONSAND WARRA
Page 18 and 19: 14(9) Financial Statements:(a)(b)Th
Page 20 and 21: 16(ii) current liabilities incurred
Page 22 and 23: 18(16) Tax Matters:(a) For purposes
Page 24 and 25: 20or other governmental department,
Page 26 and 27: 22(19) Title to Assets:The Corporat
Page 28 and 29: 24(c) The Real Properties described
Page 30 and 31: 26Corporation or relating to the op
Page 32 and 33: 28(32) Restrictions on Doing Busine
Page 34 and 35: 30Complete and correct copies of ea
Page 36 and 37: 32sick leave, vacation, disability
Page 38 and 39: 34agency, board, commission or auth
Page 40 and 41: 36( 3 ) Compliance with Constating
Page 42 and 43: 384.3 LIMITATIONS ON WARRANTY CLAIM
Page 44 and 45: 40[Subject to section 4.3 hereof,]
Page 46 and 47: 42(3) Transfer of Purchased Shares:
Page 48 and 49: 44agreements herein agreed to be pe
Page 50 and 51: 46conditions contained in section 6
Page 52 and 53: 48waived in whole or in part by the
Page 54 and 55: 50section 8.1 hereof (hereinafter,
Page 56 and 57: 52settlement or of any legal, admin
Page 58 and 59: 54(3) Any notice, designation, comm
Page 60 and 61: 56representations, warranties, stat

share purchase agreement - The Law Society of Saskatchewan

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