share purchase agreement - The Law Society of Saskatchewan

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56representations, warranties, statements, promises, information,arrangements or understandings, express or implied, notspecifically set forth in this Agreement or in such schedules,documents or instruments.9.11 WAIVER:Any party hereto which is entitled to the benefits of thisAgreement may, and has the right to, waive any term or conditionhereof at any time on or prior to the Closing Time provided,however, that such waiver shall be evidenced by written instrumentduly executed on behalf of such party.9.12 AMENDMENTS:No modification or amendment to this Agreement may be made unlessagreed to by the parties hereto in writing.IN WITNESS WHEREOF the parties hereto have duly executed thisagreement under seal as of the day and year first written above.[NAME OF PURCHASER CORPORATION]Per:Office:_(Seal)Per:_-::-::-:-Office:_(Seal)[NAME OF VENDOR CORPORATION]Per: ------- _Office:Per:_-:-Office:_Wi1:ness[Name of Shareholder]
)[Attach the following schedules]Schedule "A" - Audited Financial StatementsSchedule "B" - Interim Financial StatementsSchedule "C" - LeasesSchedule "D" - Real PropertiesSchedule "E" - Escrow AgreementSchedule "F" - Vendor's Contractual and Regulatory ApprovalsSchedule "G" - Constating DocumentsSchedule "H" - LicencesSchedule "I" - Tax MattersSchedule "J" - LitigationSchedule "K" - Environmental MattersSchedule "L" - EncumbrancesSchedule "M" - Bank AccountsSchedule "N" - Leases of Real PropertiesSchedule "0" - Intellectual PropertySchedule "P" - Guarantees, Warranties and DiscountsSchedule "0" - Licences, Agency and Distribution AgreementsSchedule "R" - Material ContractsSchedule "S" - EmployeesSchedule "T" - Employee Benefit and Pension PlansSchedule "U" - InsuranceSchedule "V" - Government AssistanceSchedule "W" - Purchaser's Contractual and Regulatory ApprovalsSchedule "X" - Release by Vendor and ShareholderSchedule "V" - Non-Competition AgreementSchedule "Z" - Vendor's Confirming CertificateSchedule "M" - Estoppel CertificateSchedule "BB" - Release by Directors and OfficersSchedule "cc" - Opinion of Vendor's CounselSchedule "DO" - Purchaser's Confirming CertificateSchedule "EE" - Release by the CorporationSchedule "FF" - Opinion of Purchaser's CounselNote that your circumstances will dictate the removal of certain ofthe foregoing schedules or the insertion of the other schedules orboth.
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SHARE PURCHASE AGREEMENT(SAMPLE)Thi
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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 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
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share purchase agreement - The Law Society of Saskatchewan

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