The Practice Manager's Guide to Buying a Practice - McMasters ...

(a)(b)a Party breaching any provision of this Agreement and failing to remedy that breachwithin 5 Business Days of the breach; andan Insolvency Event or Prescribed Occurrence occurring in relation to the Purchaser.4.6 Vendor's OptionsIf a Default Event occurs in relation to the Purchaser then at the option of the Vendor (butwithout prejudice to the Vendor's other rights and remedies under this Agreement orotherwise);(a)(b)all moneys payable by the Purchaser become immediately due and payable and theVendor is entitled to interest on those moneys at the rate charged by the Vendor'sprincipal bankers on its facilities; orthe Vendor may terminate this Agreement, retain the Deposit and either:(i)(ii)retain the Assets and sue the Purchaser for breach of contract; orresell the Assets in such manner as the Vendor thinks fit and recover fromthe Purchaser any deficiency in the price obtained for the Assets in theresale and any resulting costs and expenses.4.7 Consequences of terminationIf the Vendor terminates this Agreement pursuant to clause 4.6(b) then, without prejudiceto its other rights and remedies:(a)(b)The Vendor is not obliged to complete the sale of the Assets; andthe Purchaser has no claim against the Vendor.4.8 TitleUpon payment of the Purchase Price and the amounts referred to in clause 4.3(c);(a)(b)title to, and risk in, the Assets passes to the Purchaser free from all Encumbrances;andthe Vendor will deliver to the Purchaser:(i)(ii)all documents evidencing the Assets; andall documents reasonably required by the Purchaser to transfer title to theAssets to the Purchaser, duly executed by the Vendor.4.10 DeliveryThe Assets are to be delivered to the Purchaser where they are situated at Completion.5. THIRD PARTY ARRANGEMENTS37