share purchase agreement - The Law Society of Saskatchewan

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20or other governmental department, commission, board, bureau,agency or instrumentality, domestic or foreign. Except forthe matters referred to in Schedule "J", there are no groundson which any such action, suit or proceeding might becommenced with any reasonable likelihood of success.(18) Environmental Matters:(a) For the purposes of this Agreement, the following termsand expressions shall have the following meanings:(i)"Environmental Laws" means all applicable statutes,regulations, ordinances, by-laws, and codes and allinternational treaties and agreements, now orhereafter in existence in Canada (whether federal,provincial or municipal) and in the United States(whether federal, state or local) relating to theprotection and preservation of the environment,occupational health and safety, product safety,product liability or hazardous substances,including, without limitation, The EnvironmentalManagement and Protection Act, R.S.S., c. E. 10.2,as amended from time to time (the "EMPA"), and theCanadian Environmental protection Act, R.S.C. 1985,c. 16 (4th Supp.), as amended from time to time(the "CEPA").(ii) "Environmental Permits" includes all orders,permits, certificates, approvals, consents,registrations and licences issued by any authorityof competent jurisdiction under Environmental Laws.(iii)"Hazardous Substance" means, collectively, anyhazardous substance (as defined in the EMPA), toxicsubstance (as defined in the CEPA), dangerous goods(as defined in the Transportation of DangerousGoods Act, R.S.C. 1985, c. T-19 (Canada), asamended from time to time) or pollutant or anyother substance which when released to the naturalenvironment is likely to cause, at some immediateor future time, material harm or degradation to thenatural environment or material risk to humanhealth.(iv) "Release" means any release, spill, leak, emission,discharge, leach, dumping, escape or other disposalwhich is or has been made in contravention of anyEnvironmental Laws.(b)Except as disclosed in Schedule "K" attached hereto, theCorporation, the operation of the Business, the property
)21and assets owned or used by the Corporation and the use,maintenance and operation thereof have been and are incompliance with all Environmental Laws. The Corporationhas complied with all reporting and monitoringrequirements under all Environmental Laws. TheCorporation has not received any notice of anynon-compliance with any Environmental Laws, and theCorporation has never been convicted of an offence fornon-compliance with any Environmental Laws or been finedor otherwise sentenced or settled such prosecution shortof conviction.(c)The Corporation has obtained all Environmental Permitsnecessary to conduct the Business and to own, use andoperate the properties and assets of the Corporation.All such Environmental Permits are listed in Schedule "K"and complete and correct copies thereof have beenprovided to the Purchaser.(d) Except as disclosed in Schedule "K", there are noHazardous Substances located on or in any of theproperties or assets owned or used by the Corporation,and no Release of any Hazardous Substances has occurredon or from the properties and assets of the Corporationor has resulted from the operation of the Business andthe conduct of all other activities of the Corporation.Except as disclosed in Schedule "K", the Corporation hasnot used any of its properties or assets to produce,generate, store, handle, transport or dispose of anyHazardous Substances and none of the Real Properties orLeased Premises has been or is being used as a landfillor waste disposal site.)(e)(f)Without limiting the generality of the foregoing, exceptas disclosed in Schedule "K", there are no underground orsurface storage tanks or urea formaldehyde foaminsulation, asbestos, polychlorinated biphenyls (PCBs) orradioactive substances located on or in any of theproperties or assets owned or used by the Corporation.The Corporation is not, and there is no basis upon whichthe Corporation could become, responsible for anyclean-up or corrective action under any EnvironmentalLaws. The Corporation has never conducted or caused tobe conducted an environmental audit, assessment or studyof any of the properties or assets of the Corporation.Except as disclosed in Schedule "K", there are no pendingor proposed changes to Environmental Laws which wouldrender illegal or restrict the manufacture or sale of anyproducts manufactured or sold or services provided by theCorporation.
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 16 and 17: 12(b)The articles, by-laws and othe
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 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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