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share purchase agreement - The Law Society of Saskatchewan

share purchase agreement - The Law Society of Saskatchewan

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30Complete and correct copies <strong>of</strong> each <strong>of</strong> the contracts, leasesand <strong>agreement</strong>s described in Schedule "R" have been provided tothe Purchaser.(36) Good Standing <strong>of</strong> Agreements:<strong>The</strong> Corporation is not in default or breach <strong>of</strong> any <strong>of</strong> itsobligations under anyone or more contracts, <strong>agreement</strong>s(written or oral) , commitments, indentures or otherinstruments to which it is a party or 8 ~ byhich it is bound andthere exists no state <strong>of</strong> facts which, after notice or lapse <strong>of</strong>time or both, would constitute such a default or breach. Allsu contracts, <strong>agreement</strong>s, commitments, indentures and otherinstruments are now in good standing and in full force andeffect without amendment thereto, the Corporation is entitledto all benefits thereunder and, to the best <strong>of</strong> the knowledge<strong>of</strong> the Vendor and the Shareholder, the other parties to suchcontracts, <strong>agreement</strong>s, commitments, indentures and otherinstruments are not in default or breach <strong>of</strong> any <strong>of</strong> theirobligations thereunder. <strong>The</strong>re are no contracts, <strong>agreement</strong>s,commitments, indentures or other instruments under which theCorporation's rights or the performance <strong>of</strong> its obligations aredependent upon or supported by the guarantee <strong>of</strong> or anysecurity provided by any other person.(37) Employees:Schedule "s" attached hereto sets forth the name, job title,duration <strong>of</strong> employment, vacation entitlement, employee benefitentitlement and rate <strong>of</strong> remuneration (including bonus andcommission entitlement) <strong>of</strong> each employee <strong>of</strong> the Corporation.Schedule "s" also sets forth the names <strong>of</strong> all employees <strong>of</strong> theCorporation who are now on disability, maternity or otherauthorized leave or who are receiving workers' compensation orshort-term or long-term disability benefits.(38) Employment Agreements:<strong>The</strong> Corporation is not a party to any written or oralemployment, service or consulting <strong>agreement</strong> relating to anyone or more persons, except for oral employment <strong>agreement</strong>swhich are <strong>of</strong> indefinite term and without any specialarrangements or commitments with respect to the continuation<strong>of</strong> employment or payment <strong>of</strong> any particular amount upontermination <strong>of</strong> employment. <strong>The</strong> Corporation does not have anyemployee who cannot be dismissed upon such period <strong>of</strong> notice asis required by law in respect <strong>of</strong> a contract <strong>of</strong> hire for anindefinite term.

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