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

(p)(q)(r)(s)(t)(u)(v)(w)so far as the Vendor is aware, the Vendor has complied with all statutoryrequirements as to workers compensation, insurance, payroll tax and income taxinstalment deductions in relation to all Employees or past employees of theBusiness;so far as the Vendor is aware, the Vendor is not in default under any of the Contractsnor has it any knowledge of the invalidity of or grounds for rescission or avoidance orrepudiation of any of the Contracts;no appointments have been made of a controller or similar officer of the Vendor orits assets nor have circumstances occurred which could justify such an appointment;no petitions for winding up the Vendor have been presented, no orders have beenmade or effective resolutions passed or proposed for the appointment of aprovisional liquidator or the winding up of the Vendor, and no proceedings havebeen instituted nor a meeting called with a view to obtaining any such orders or topass any such resolutions;the Vendor knows of no reason why the third parties with whom the Contracts havebeen entered will not conduct business with the Purchaser;so far as the Vendor is aware, the information set out in the Schedules to thisAgreement is true and correct and not misleading;so far as the Vendor is aware, the Vendor has met all of its superannuationobligations arising before the Completion Date; andthe facts set out in the Agreement and the information which has been given by oron behalf of the Vendor is and will be at the Completion Date true and complete andaccurate in all material respects.6.2 Purchaser warrantyThe Purchaser represents and warrants to the Vendor on the date of this Agreement and atCompletion that it has full power and authority to enter into, execute, deliver and performthis Agreement.6.3 Vendor indemnityThe Vendor will indemnify and keep the Purchaser indemnified from and against any Claimssuffered or incurred by, or brought, made or recovered by any person against the Purchaser:(a)(b)resulting from any event occurring to circumstances (including, without limitation,any act, omission, negligence or default of the Vendor) arising before Completion inconnection with the Assets or the Business; orresulting from any breach of this Agreement by the Vendor.41