54(3) Any notice, designation, communication, request, demandor other document given or sent or delivered as aforesaidshall:(a)if delivered as aforesaid, be deemed to have beengiven, sent, delivered and received on the date <strong>of</strong>delivery;(b) if sent by mail as aforesaid, be deemed to havebeen given, sent, delivered and received (but notactually received) on the fourth Business Dayfollowing the date <strong>of</strong> mailing, unless at any timebetween the date <strong>of</strong> mailing and the fourth BusinessDay thereafter there is a discontinuance orinterruption <strong>of</strong> regular postal service, whether dueto strike or lockout or work slowdown, affectingpostal service at the point <strong>of</strong> dispatch or deliveryor any intermediate point, in which case the sameshall be deemed to have been given, sent, deliveredand received in the ordinary course <strong>of</strong> the mails,allowing for such discontinuance or interruption <strong>of</strong>regular postal service; and(c)if sent by telecopy machine, be deemed to have beengiven, sent, delivered and received on the date thesender receives the telecopy answer back confirmingreceipt by the recipient.9.4 COUNTERPARTS:This Agreement may be executed in several counterparts, each <strong>of</strong> .which so executed shall be deemed to be an original, and suchcounterparts together shall constitute but one and the sameinstrument.9.5 EXPENSES OF PARTIES:Each <strong>of</strong> the parties hereto shall bear all expenses incurred by itin connection with this Agreement including, without limitation,the charges <strong>of</strong> their respective counsel, accountants, financialadvisors and finders.9.6 BROKERAGE AND FINDER'S FEES:<strong>The</strong> Vendor and the Shareholder jointly and severally agree toindemnify the Purchaser and the Corporation and hold each <strong>of</strong> themharmless in respect <strong>of</strong> any claim for brokerage or other commissionsrelative to this Agreement or the transactions contemplated herebywhich is caused by actions <strong>of</strong> the Vendor or the Shareholder or any
55<strong>of</strong> their Affiliates. <strong>The</strong> Purchaser will indemnify the Vendor andthe Shareholder and hold them harmless in respect <strong>of</strong> any claim forbrokerage or other commissions relative to this Agreement or to thetransactions contemplated hereby which is caused by actions <strong>of</strong> thePurchaser or any <strong>of</strong> its Affiliates.9.7 ANNOUNCEMENTS:No announcement with respect to this Agreement will be made by anyparty hereto without the prior approval <strong>of</strong> the other parties. <strong>The</strong>foregoing will not apply to any announcement by any party requiredin order to comply with laws pertaining to timely disclosure,provided that such party consults with the other parties beforemaking any such announcement.9.8 ASSIGNMENT:<strong>The</strong> rights <strong>of</strong> the Vendor and the Shareholder hereunder shall not beassignable without the written consent <strong>of</strong> the Purchaser. <strong>The</strong>rights <strong>of</strong> the Purchaser hereunder shall not be assignable withoutthe written consent <strong>of</strong> the Vendor and the Shareholder.9.9 SUCCESSORS AND ASSIGNS:This Agreement shall be binding upon and enure to the benefit <strong>of</strong>the parties hereto and their respective successors and permittedassigns. Nothing herein, express or implied, is intended to conferupon any person, other than the parties hereto and their respectivesuccessors and assigns, any rights, remedies, obligations orliabilities under or by reason <strong>of</strong> this Agreement.9.10 ENTIRE AGREEMENT:)This Agreement and the schedules referred to herein constitute theentire <strong>agreement</strong> between the parties hereto and supersede all prior<strong>agreement</strong>s, representations, warranties, statements, promises,information, arrangements and understandings, whether oral orwritten, express or implied, with respect to the subject matterhere<strong>of</strong>. None <strong>of</strong> the parties hereto shall be bound or charged withany oral or written <strong>agreement</strong>s, representations, warranties,statements, promises, information, arrangements or understandingsnot specifically set forth in this Agreement or in the schedules,documents and instruments to be delivered on or before the ClosingDate pursuant to this Agreement. <strong>The</strong> parties hereto furtheracknowledge and agree that, in entering into this Agreement and indelivering the schedules, documents and instruments to be deliveredon or before the Closing Date, they have not in any way relied, andwill not in any way rely, upon any oral or written <strong>agreement</strong>s,
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SHARE PURCHASE AGREEMENT(SAMPLE)Thi
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SHARE PURCHASE AGREEMENTArticle 1 -
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2OR[C] NOW THEREFORE in considerati
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- Page 10 and 11: 61.6 INTERPRETATION NOT AFFECTED BY
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- Page 14 and 15: 10ARTICLE 3REPRESENTATIONSAND WARRA
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- Page 24 and 25: 20or other governmental department,
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- Page 30 and 31: 26Corporation or relating to the op
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- Page 38 and 39: 34agency, board, commission or auth
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- 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
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- Page 54 and 55: 50section 8.1 hereof (hereinafter,
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