Sample Share Purchase And Share Holder Agreement Page 18

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(b)
to the best of the Company’s knowledge, neither the Company nor any of its
operations has been or is now the subject of any remedial order which mandatorily
requires the Company to reduce, modify or eliminate any release made by it into the
environment nor are there any circumstances which could result in the issuance of any
such remedial order; and
(c)
the Company has not been prosecuted for or convicted for any offence
under the applicable environmental Laws.
7.14
Excepting as otherwise disclosed or provided for in this Agreement or
Schedule ___:
(a)
the Company is the legal and beneficial owner of all its freehold property with
good and marketable title thereto and the Company has valid rights to all its leasehold
properties;
(b)
there are no agreements, undertakings or other documents, which adversely affect
the title to, or ownership of, its immovable property;
(c)
the Company has such rights of entry and exit to and from its immovable
property, as are reasonably necessary to carry on its business upon such immovable
property substantially in the manner in which such business is currently carried on upon
such immovable property;
(d)
the Company has not granted any option, right of first refusal or other contractual
rights with respect to any of its movable or immovable property;
(e)
the Company has not entered into any agreement to sell, transfer, lease,
encumber, or otherwise dispose of or impair the Company’s right, title and interest in and
to its movable and immovable property;
(f)
the Company has not received any notification of any outstanding or incomplete
work orders in respect of any of the buildings, improvements or other structures
constructed on its immovable property, or of any current non-compliance with applicable
Laws;
(g)
the Company has no knowledge of any expropriation or condemnation or similar
proceeding pending or in progress against its movable or immovable property or any part
of such movable or immovable property;
(h)
the Company has not received any notice of eviction or termination of the lease
agreement for any of its leasehold properties; and
(i)
there are no trespassers of any nature of any of the immovable properties, either
free hold or leasehold of the Company.

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