share purchase agreement - The Law Society of Saskatchewan

44agreements herein agreed to be performed or caused to beperformed by them at or prior to the Closing Time. Inaddition, the Vendor and the Shareholder shall have deliveredto the Purchaser a certificate in the form of Schedule "Z"attached hereto confirming that the facts with respect to eachof such representations and warranties by the Vendor and theShareholder are as set out herein at the Closing Time and thatthe Vendor and the Shareholder have performed all covenantsrequired to be performed by them hereunder.(2) Material Adverse Changes:During the Interim Period there will have been no change inthe Business or the Condition of the Corporation, howsoeverarising, except changes which have occurred in the ordinarycourse of the Business and which, individually or in theaggregate, have not affected and may not affect the Businessor the Condition of the Corporation in any material adverserespect. Wi thout limiting the generality of the foregoing,during the Interim Period:(a)no damage to or destruction of any material part of theproperty or assets of the Corporation shall haveoccurred, whether or not covered by insurance;(b) none of the employees of the Corporation shall haveresigned or have indicated their intention to resign fromemployment with the Corporation; and(c) none of the [number] largest customers of the Businesswill have ceased, or advised the Corporation or thePurchaser of their intention to cease, purchasing from ordoing business with the Corporation.(3) No Restraining Proceedings:No order, decision or ruling of any court, tribunal orregulatory authority having jurisdiction shall have been made,and no action or proceeding shall be pending or threatenedwhich, in the opinion of counsel to the Purchaser, is likelyto result in an order, decision or ruling:(a)(b)to disallow, enjoin, prohibit or impose any limitationsor conditions on the purchase and sale of the PurchasedShares contemplated hereby or the right of the Purchaserto own the Purchased Shares; orto impose any limitations or conditions which may have a[material] adverse effect on the Business or theCondition of the Corporation.