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.
31(39) Labour Matters and Employment Standards:(a)(b)<strong>The</strong> Corporation is not subject to any <strong>agreement</strong> with anylabour union or employee association and has not made anycommitment to or conducted negotiations with any labourunion or employee association with respect to any future<strong>agreement</strong> and, to the best <strong>of</strong> the knowledge <strong>of</strong> the Vendorand the Shareholder, during the period <strong>of</strong> five yearspreceding the date <strong>of</strong> this <strong>agreement</strong> there has been noattempt to organize, certify or establish any labourunion or employee association in relation to any <strong>of</strong> theemployees <strong>of</strong> the Corporation.<strong>The</strong>re are no existing or, to the best <strong>of</strong> the knowledge <strong>of</strong>the Vendor and the Shareholder, threatened, labourstrikes or labour disputes, grievances, controversies orother labour troubles affecting the Corporation or theBusiness.(c) <strong>The</strong> Corporation has complied with all laws, rules,regulations and orders applicable to it relating toemployment, including those relating to wages, hours,collective bargaining, occupational health and safety,workers' hazardous materials, employment standards, payequity and workers' compensation. <strong>The</strong>re are nooutstanding charges or complaints against the Corporationrelating to unfair labour practices or discrimination orunder any legislation relating to employees. <strong>The</strong>Corporation has paid in full all amounts owing under <strong>The</strong>Workers' Compensation Act, R.S.S. or comparableprovincial legislation, and the workers' compensationclaims experience <strong>of</strong> the Corporation would not permit apenalty reassessment under such legislation.(40) Employee Benefit and Pension Plans:(a) Except as listed in Schedule "T" attached hereto, theCorporation does not have, and is not subject to anypresent or future obligation or liability under, anypension plan, deferred compensation plan, retirementincome plan, stock option or stock <strong>purchase</strong> plan, pr<strong>of</strong>itsharing plan, bonus plan or policy, employee groupinsurance plan, hospitalization plan, disability plan orother employee benefit plan, program, policy or practice,formal or informal, with respect to any <strong>of</strong> its employees,other than the Canada Pension Plan, R.S.C. 1985, c. C-8,and other similar health plans established pursuant tostatute. Schedule "T" also lists the general policies,procedures and work-related rules in effect with respectto employees <strong>of</strong> the Corporation, whether written or oral,including but not limited to policies regarding holidays,
- Page 1 and 2: SHARE PURCHASE AGREEMENT(SAMPLE)Thi
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