share purchase agreement - The Law Society of Saskatchewan

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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.
)45(4) Consents:All consents required to be obtained in order to carry out thetransactions contemplated hereby in compliance with all lawsand agreements binding upon the parties hereto shall have beenobtained, including the consents referred to in Schedules "F"and "w" attached hereto.(5) Estoppel Certificates:Prior to the Closing Time, the Purchaser shall have receivedfrom the landlords of the Leased Premises executed copies ofestoppel certificates in the form of the draft certificateattached hereto as Schedule "M".(6) Releases by Directors and Officers:At the Closing Time, each person who is a director or officerof the Corporation and who is resigning as such shall haveexecuted and delivered to the Corporation and the Purchaser arelease in the form of the draft release attached hereto asSchedule "BB".(7) Opinion of Vendor's Counsel:At the Closing Time, the Purchaser shall have received anopinion of legal counsel for the Vendor and the Shareholder inthe form of the draft opinion attached hereto as Schedule "CC"which opinion may rely on certificates of one or more seniorofficers of the Vendor, the Shareholder and the Corporation asto factual matters and may rely upon opinions of local counselwith respect to matters governed by laws other than the lawsof the Province of Saskatchewan and the federal laws of Canadaapplicable in the Province of Saskatchewan.6.2 WAIVER OR TERMINATION BY PURCHASER:The conditions contained in section 6.1 hereof are inserted for theexclusive benefit of the Purchaser and may be waived in whole or inpart by the Purchaser at any time. The Vendor and the Shareholderacknowledge that the waiver by the Purchaser of any condition orany part of any condition shall constitute a waiver only of suchcondition or such part of such condition, as the case may be, andshall not constitute a waiver of any covenant, agreement,representation or warranty made by the Vendor or the Shareholderherein that corresponds or is related to such condition or suchpart of such condition, as the case may be. If any of the
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 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 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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