24(c) <strong>The</strong> Real Properties described in Schedule "0" and allbuildings and structures located thereon and the conduct<strong>of</strong> the Business as presently conducted do not violate,and the use there<strong>of</strong> in the manner in which presently usedis not adversely affected by, any zoning or buildinglaws, ordinances, regulations, covenants or <strong>of</strong>ficialplans. <strong>The</strong> Corporation has not received any notificationalleging any such violation. Such buildings andstructures do not encroach upon any lands not owned bythe Corporation. <strong>The</strong>re are no expropriation,condemnation or similar proceedings pending or, to thebest <strong>of</strong> the knowledge <strong>of</strong> the Vendor and the Shareholder,threatened, with respect to any <strong>of</strong> the Real Properties orany part there<strong>of</strong>.(24) Leased Premises:Schedule "e" attached hereto describes all leases or<strong>agreement</strong>s to lease under which the Corporation leases anyreal property. Complete and correct copies <strong>of</strong> the Leases havebeen provided to the Purchaser. <strong>The</strong> Corporation isexclusively entitled to all rights and benefits as lesseeunder the Leases and the Corporation has not sublet, assigned,licensed or otherwise conveyed any rights in the LeasedPremises or in the Leases to any other person. <strong>The</strong> names <strong>of</strong>the other parties to the Leases, the description <strong>of</strong> the LeasedPremises, the term, rent and other amounts payable under theLeases and all renewal options available under the Leases areaccurately described in Schedule "C". All rental and otherpayments and other obligations required to be paid andperformed by the Corporation pursuant to the Leases have beenduly paid and performed. <strong>The</strong> Corporation is not in default <strong>of</strong>any <strong>of</strong> its obligations under the Leases and, to the best <strong>of</strong>the knowledge <strong>of</strong> the Vendor and the Shareholder, none <strong>of</strong> thelandlords or other parties to the Leases are in default <strong>of</strong> any<strong>of</strong> their obligations under the Leases. <strong>The</strong> terms andconditions <strong>of</strong> the Leases will not be affected by, nor will any<strong>of</strong> the Leases be in default as a result <strong>of</strong>, the completion <strong>of</strong>the transactions contemplated hereunder. <strong>The</strong> use by theCorporation <strong>of</strong> the Leased Premises is not in breach <strong>of</strong> anybUilding, zoning or other statute, by-law, ordinance,regulation, covenant, restriction or <strong>of</strong>ficial plan. <strong>The</strong>Corporation has adequate rights <strong>of</strong> ingress to and egress fromthe Leased Premises for the operation <strong>of</strong> the Business in theordinary course.(25) Work Orders and Deficiencies:<strong>The</strong>re are no outstanding work orders, non-compliance orders,deficiency notices or other such notices relative to the Real
25Properties, the Leased Premises, the other properties andassets <strong>of</strong> the Corporation or the Business which have beenissued by any regulatory authority, police or fire department,sanitation, environment, labour, health or other governmentalauthorities or agencies. <strong>The</strong>re are no matters underdiscussion with any such department or authority relating towork orders, non-compliance orders, deficiency notices orother such notices. <strong>The</strong> Business is not being carried on, andnone <strong>of</strong> the Real Properties, the Leased Premises or the otherproperties or assets <strong>of</strong> the Corporation are being operated ina manner which is in contravention <strong>of</strong> any statute, regulation,rule, code, standard or policy. No amounts are owing by theCorporation in respect <strong>of</strong> the Real Properties or the LeasedPremises to any governmental authority or public utility,other than current accounts which are not in arrears.(26) Condition <strong>of</strong> Properties and Equipment:<strong>The</strong> buildings and structures comprising the Real Propertiesand, to the best <strong>of</strong> the knowledge <strong>of</strong> the Vendor and theShareholder, those comprising the Leased Premises, are free <strong>of</strong>any structural defect. <strong>The</strong> heating, ventilating, plumbing,drainage, electrical and air conditioning systems and allother systems used in the Real Properties and the LeasedPremises and all machinery, equipment, tools, furniture,furnishings and materials used in the Business are in goodworking order, fully operational and free <strong>of</strong> any defect,except for normal wear and tear.(27) Leases <strong>of</strong>·Personal Property:Except as set out in Schedule "N" attached hereto, theCorporation is not the lessee under any lease <strong>of</strong> personalproperty in respect <strong>of</strong> which the annual financial obligationexceeds $.. Complete and correct copies <strong>of</strong> each <strong>of</strong> the leasesreferred to in Schedule "N" have been provided to thePurchaser.(28) Intellectual Property:(a) Schedule "0" attached hereto lists and contains adescription <strong>of</strong>:)J(i)all patents, patent applications and registrations,trade marks, trade mark applications andregistrations, copyrights, copyright applicationsand registrations, trade names and industrialdesigns, domestic or foreign, owned or used by the
- Page 1 and 2: SHARE PURCHASE AGREEMENT(SAMPLE)Thi
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