share purchase agreement - The Law Society of Saskatchewan

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36( 3 ) Compliance with Constating Documents« Agreements andLaws:The execution, delivery and performance of this Agreement andeach of the other agreements contemplated or referred toherein by the Purchaser, and the completion of thetransactions contemplated hereby, will not constitute orresult in a violation or breach of or default under:(a)(b)(c)any term or provision of any of the articles, by-laws orother constating documents of the Purchaser;subject to obtaining the contractual consents referred toin Schedule "w" hereof, the terms of any indenture,agreement (written or oral), instrument or understandingor other obligation or restriction to which the Purchaseris a party or by which it is bound; orsubject to obtaining the regulatory consents referred toin Schedule "w" hereof, any term or provision of anylicenses, registrations or qualification of the Purchaseror any order of any court, governmental authority orregulatory body or any applicable law or regulation ofany jurisdiction.(4) Investment Canada Act:The Purchaser is not a "non-Canadian" for purposes of andwithin the meaning of the Investment Canada Act, R.S.C. 1985,c. 28 (1st Supp.).ARTICLE 4SURVIVAL AND LIMITATIONS OFREPRESENTATIONS AND WARRANTIES4.1 SURVIVAL OF WARRANTIES BY THE VENDOR AND SHAREHOLDER:The representations and warranties made by the Vendor and theShareholder and contained in this Agreement, or contained in anydocument or certificate given in order to carry out thetransactions contemplated hereby, will survive the closing of thepurchase of the Purchased Shares provided for herein and,notwithstanding such closing or any investigation made by or onbehalf of the Purchaser or any other person or any knowledge of thePurchaser or any other person, shall continue in full force andeffect for the benefit of the Purchaser, subject to the followingprovisions of this section.
37(a) Except as provided in (b) and (c) of this section, noWarranty Claim may be made or brought by the Purchaserafter the date which is [number] years following theClosing Date.(b)(c)Any Warranty Claim which is based upon or relates to thetax liability of the Corporation for a particulartaxation year may be made or brought by the Purchaser atany time prior to the expiration of the period (if any)during which an assessment, reassessment or other form ofrecognized document assessing liability for tax, interestor penalties in respect of such taxation year underapplicable tax legislation could be issued, assuming thatthe Corporation does not file any waiver or similardocument extending such period as otherwise determined.Any Warranty Claim which is based upon or relates to thetitle to the Purchased Shares or which is based uponintentional misrepresentation or fraud by the Vendor orthe Shareholder may be made or brought by the Purchaserat any time.After the expiration of the period of time referred to in (a) ofthis section, the Vendor and the Shareholder will be released fromall obligations and liabilities in respect of the representationsand warranties made by the Vendor and the Shareholder and containedin this Agreement or in any document or certificate given in orderto carry out the transactions contemplated hereby, except withrespect to any Warranty Claims made by the Purchaser in writingprior to the expiration of such period and subject to the rights ofthe Purchaser to make any claim permitted by (b) and or (c) of thissection.4.2 SURVIVAL OF WARRANTIES BY PURCHASER:The representations and warranties made by the Purchaser andcontained in this Agreement or contained in any document orcertificate given in order to carry out the transactionscontemplated hereby will survive the closing of the purchase andsale of the Purchased Shares provided for herein and,notwithstanding such closing or any investigation made by or onbehalf of the Vendor or the Shareholder or any other person or anyknowledge of the Vendor or the Shareholder or any other person,shall continue in full force and effect for the benefit of theVendor and the Shareholder; provided that no Warranty Claim may bemade or brought by the Vendor after the date which is [number]years following the Closing Date.
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 38 and 39: 34agency, board, commission or auth
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

share purchase agreement - The Law Society of Saskatchewan

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