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

(a)The Vendor will provide the Purchaser and its agents with any information anddocuments reasonably necessary to enable the Purchaser and its agents to collect allamounts owing by the Purchaser.5.5 Assignment(a)(b)Before Completion, the Vendor will use its best efforts to assign, novate or transferthe benefit of the Contracts to the Purchaser.Where a Contract requires the Purchaser as assignee or transferee to be bound byit, the Purchaser must on Completion execute all documents reasonably required bythe Vendor for that purpose.5.6 Liabilities(a)(b)The Purchaser is solely responsible for and will indemnify and keep indemnified theVendor in respect of all liabilities and debts incurred in connection with the Assetsand the Business on and after Completion.The Vendor is solely responsible for and will indemnify and keep indemnified thePurchaser in respect of all liabilities and debts incurred in connection with theAssets and the Business before Completion.6 MUTUAL WARRANTIES AND INDEMNITIES6.1 Vendor warrantyThe Vendor represents and warrants to the Purchaser on Completion Date that:(a)(b)(c)(d)(e)the Vendor has full power and authority to enter into, execute, deliver and performthe various promises and covenants made under this Agreement;it has good title to the Assets free from all encumbrances except as disclosed to thePurchaser prior to Settlement;the Vendor has allowed the Purchaser access to all Records and other sources ofinformation, including accounting records, bank records and other financialinformation relevant to the Business to allow the Purchaser to assess the Business;the Vendor shall transfer the benefit of the Contracts to the Purchaserthe Assets:(i)(ii)(iii)(iv)are fully paid for;are at the Business Premises;will be able to be used by the Purchaser after Completion; andtogether with the Contracts are sufficient to carry on the Business aspresently conducted;39