CONDITIONS TO CLOSING 27. 6.1 Conditions to the Obligation of the Partnership Parties 27 6.2 Conditions to the Obligation of the Contributing Parties 28 ARTICLE 7 TAX MATTERS 30 7.1 Liability for Taxes 30 7.2 Tax Returns 31 7.3 Tax Treatment of Indemnity Payments 32 7.4 Transfer Taxes 32 7.5 Survival 32 7.6 Conflict 32 7.7 Tax Characterization of Transaction 32
CONDITIONS TO CLOSING 27. 1.1 Conditions to Obligations of All Parties 27
CONDITIONS TO CLOSING 27. 6.1 Conditions to Obligations of Seller, DTI and Purchaser 27 6.2 Conditions to Obligations of Purchaser 28 6.3 Conditions to Obligations of Seller and DTI 29
CONDITIONS TO CLOSING 27. 6.1 Conditions to Closing in Favour of the Vendor 27 6.2 Conditions of Closing in Favour of the Purchaser 29 ARTICLE 7 TERMINATION 31 7.1 Termination 31 7.2 Effect of Termination 32 ARTICLE 8 TAX MATTERS 32 8.1 Stated Capital Account. 32 8.2 Tax Elections 33 ARTICLE 9 GENERAL 33 9.1 Expenses 33 9.2 Confidentiality 33 9.3 Assignment and Enurement 33 9.4 Entire Agreement 33 9.5 Waiver 34 9.6 Notices 34 9.7 Severability 35 9.8 Execution by Facsimile or Electronic Format 35 9.9 Counterparts 36 9.10 Governing Law and Jurisdiction for Disputes 36 9.11 Independent Legal Advice 36 SHARE PURCHASE AGREEMENT THIS AGREEMENT made this 11 day of October, 2019. A M O N G: NEXTLEAF SOLUTIONS LTD., a corporation incorporated pursuant to the laws of the Province of British Columbia (herein called the “Purchaser”)
CONDITIONS TO CLOSING 27. 6.1 Conditions to the Obligation of the Partnership Parties 27 6.2 Conditions to the Obligation of QEPFS 28 Article VII. TAX MATTERS 29 7.1 Liability for Taxes 29 7.2 Tax Returns 30 7.3 Tax Treatment of Indemnity Payments 30
CONDITIONS TO CLOSING 27. Section 7.1 Buyer’s Condition to Closing 27 Section 7.2 Seller’s Condition to Closing 28 ARTICLE VIII. TERMINATION 28 Section 8.1 Termination 28 Section 8.2 Effect of Termination 29 Section 8.3 Specific Performance and Other Remedies 30 ARTICLE IX. SURVIVAL, NO SUBROGATION, LIMITATIONS OF LIABILITY AND WAIVERS 30 Section 9.1 Survival; No Subrogation 30 Section 9.2 R&W Insurance Policy 31 Section 9.3 Waiver of Other Representations 31 Section 9.4 Waiver of Remedies 32 ARTICLE X. MISCELLANEOUS 33 Section 10.1 Notices 33 Section 10.2 Entire Agreement 34 Section 10.3 Expenses 34 Section 10.4 Disclosure 35 ACCEPTED FOR PROCESSING - 2023 June 9 12:24 PM - SCPSC - 2023-189-E - Page 4 of 45 Section 10.5 Waiver 35 Section 10.6 Amendment 35 Section 10.7 No Third-Party Beneficiary 35 Section 10.8 Assignment; Binding Effect 35 Section 10.9 Headings 35 Section 10.10 Invalid Provisions 35 Section 10.11 Counterparts 36 Section 10.12 Acknowledgement and Waiver 36 Section 10.13 Governing Law; Venue; and Jurisdiction 37 Section 10.14 Exclusivity 38 ACCEPTED FOR PROCESSING - 2023 June 9 12:24 PM - SCPSC - 2023-189-E - Page 5 of 45 EXHIBITS Exhibit A Acquired Interests Bill of Sale. SCHEDULES
