share purchase agreement - The Law Society of Saskatchewan

26Corporation or relating to the operation of theBusiness;(ii) all trade secrets, know-how, inventions and otherintellectual property owned or used by theCorporation or relating to the Business; and(iii)all computer systems and application software,including without limitation all documentationrelating thereto and the latest revisions ofall related object and source codes therefor,owned or used by the Corporation or relatingto the Business,(all of the foregoing being hereinafter collectivelycalled the "Intellectual Property").(b)The Corporation has good and valid title to all of theIntellectual Property, free and clear of any and allEncumbrances, except in the case of any IntellectualProperty licensed to the Corporation as disclosed inSchedule "0". Complete and correct copies of allagreements whereby any rights in any of the IntellectualProperty have been granted or licensed to the Corporationhave been provided to the Purchaser. No royalty or otherfee is required to be paid by the Corporation to anyother person in respect of the use of any of theIntellectual Property except as provided in suchagreements delivered to the Purchaser. The Corporationhas protected its rights in the Intellectual Property inthe manner and to the extent described in Schedule "0".Except as indicated in Schedule "0", the Corporation hasthe exclusive right to use all of the IntellectualProperty and has not granted any licence or other rightsto any other person in respect of the IntellectualProperty. Complete and correct copies of all agreementswhereby any rights in any of the Intellectual Propertyhave been granted or licensed by the Corporation to anyother person have been provided to the Purchaser.(c) Except as disclosed in Schedule "0", there are norestrictions on the ability of the Corporation or anysuccessor to or assignee from the Corporation to use andexploit all rights in the Intellectual Property. Allstatements contained in all applications for registrationof the Intellectual Property were true and correct as ofthe date of such applications. Each of the trade marksand trade names included in the Intellectual Property isin use. None of the rights of the Corporation in theIntellectual Property will be impaired or affected in anyway by the transactions contemplated by this Agreement.