34agency, board, commission or authority, domestic or foreign(collectively called "Government Agencies"). Complete andcorrect copies <strong>of</strong> all documents relating to the GovernmentAssistance Programs have been delivered to the Purchaser. <strong>The</strong>Corporation has performed all <strong>of</strong> its obligations under theGovernment Assistance Programs, and no basis exists for anyGovernment Agencies to seek payment or repayment by theCorporation <strong>of</strong> any amount or benefit received by it under anyGovernment Assistance Programs.(44) Compliance with <strong>Law</strong>s:<strong>The</strong> Corporation is not in violation <strong>of</strong> any federal,provincial, municipal or other law, regulation or order <strong>of</strong> anygovernment or governmental or regulatory authority, domesticor foreign, including, without limitation, any law, regulationor order relating to [specific area <strong>of</strong> regulation applicableto the Corporation].(45) Vendor's Residency:<strong>The</strong> Vendor is not a non-resident <strong>of</strong> Canada within the meaning<strong>of</strong> the Income Tax Act, S.C. 1970-71-72, c. 63 (Canada).(46) Copies <strong>of</strong> Documents:Complete and correct copies (including all amendments) <strong>of</strong> allcontracts, leases and other documents referred to in thisAgreement or any schedule hereto or required to be disclosedhereby have been delivered to the Purchaser.(47) Disclosure:No representation or warranty contained in this section 3.01,and no statement contained in any schedule, certificate, list,summary or other disclosure document provided or to beprovided to the Purchaser pursuant hereto or in connectionwith the transactions contemplated hereby contains or willcontain any untrue statement <strong>of</strong> a material fact, or omits orwill omit to state any material fact which is necessary inorder to make the statements contained therein not misleading.3.2 REPRESENTATIONS AND WARRANTIES BY THE PURCHASER:<strong>The</strong> Purchaser hereby represents and warrants to the Vendor and theShareholder as follows, and confirms that the Vendor and theShareholder are relying upon the accuracy <strong>of</strong> each <strong>of</strong> such
)35representations and warranties in connection with the sale <strong>of</strong> thePurchased Shares and the completion <strong>of</strong> the other transactionshereunder:(1) Corporate Authority and Binding Obligation:<strong>The</strong> Purchaser is a corporation duly incorporated and validlysubsisting in all respects under the laws <strong>of</strong> its jurisdiction<strong>of</strong> incorporation. <strong>The</strong> Purchaser has good right, fullcorporate power and absolute authority to enter into thisAgreement and to <strong>purchase</strong> the Purchased Shares from the Vendorin the manner contemplated herein and to perform all <strong>of</strong> thePurchaser's obligations under this Agreement. <strong>The</strong> Purchaserand its <strong>share</strong>holders and board <strong>of</strong> directors have taken allnecessary or desirable actions, steps and corporate and otherproceedings to approve or authorize, validly and effectively,the entering into, and the execution, delivery and performance<strong>of</strong>, this Agreement and the <strong>purchase</strong> <strong>of</strong> the Purchased Shares bythe Purchaser from the Vendor. This Agreement is a legal,valid and binding obligation <strong>of</strong> the Purchaser, enforceableagainst it in accordance with its terms subject to:(a) bankruptcy, insolvency, moratorium, reorganization andother laws relating to or affecting the enforcement <strong>of</strong>creditors' rights generally; and(b)the fact that equitable remedies, including the remedies<strong>of</strong> specific performance and injunction, may only begranted in the discretion <strong>of</strong> a court.(2) Contractual and Regulatory Approvals:Except as specified in Schedule "W" attached hereto, thePurchaser is not under any obligation, contractual orotherwise, to request or obtain the consent <strong>of</strong> any person, andno permits, licences, certifications, authorizations orapprovals <strong>of</strong>, or notifications to, any federal, provincial,municipal or local government or governmental agency, board,commission or authority are required to be obtained by thePurchaser in connection with the execution, delivery orperformance by the Purchaser <strong>of</strong> this Agreement or thecompletion <strong>of</strong> any <strong>of</strong> the transactions contemplated herein.Complete and correct copies <strong>of</strong> any <strong>agreement</strong>s under which thePurchaser is obligated to request or obtain any such consenthave been provided to the Vendor.
- 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 24 and 25: 20or other governmental department,
- 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 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