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

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Each Party agrees, at its own expense, to do all things and execute all such documents asmay be necessary or desirable to give full effect to the provisions of this Agreement and thetransaction contemplated by it.8.11 Governing LawThis Agreement is governed by and will be construed in accordance with the laws of Victoriaand the Commonwealth of Australia.8.12 Submission to jurisdictionEach of the parties submits to the non-exclusive jurisdiction of the courts of Victoria and theCommonwealth of Australia.8.13 ExecutionThe parties execute this Agreement unconditionally.8.14 Records(a)(b)(c)The Purchaser will retain all Records for a period of six years after the CompletionDate and the Purchaser will allow the Vendor and its professional advisers(Inspecting Party) to inspect and copy the Records.Subject to any written Agreement between the parties to the contrary, an InspectingParty may inspect the Records during the hours of 9 am to 5 pm on any Business Dayprovided that the Inspecting Party gives not less than 48 hours notice to thePurchaser.If the Vendor requires the Purchaser to copy the Records, the Vendor must pay thePurchaser's reasonable costs of doing so.8.16 Confidentially(a)Subject to clause 8.16(b), the parties must not disclose the terms of this Agreementor any information provided to them in connection with the Assets without the priorwritten consent of the other Party. This consent may be granted or refused in thatParty's absolute discretion.(b) Clause 9.16(a) does not apply to any disclosure ;(i)(ii)(iii)(iv)required by law or the rules of any applicable stock exchange;to the Australian Securities Commission;to a Party's professional advisor in respect of any matter arising inconnection with the Agreement; orwhere the relevant information is generally known to the public otherwisethan as a result of a breach of clause 8.16(a).44
8.17 AnnouncementsSubject to clause 8.16 and except to the extent required by law or the rules of an applicablestock exchange, a Party must not make any announcement concerning the Assets, thisAgreement or the transaction contemplated by this Agreement unless the other Partyapproves the consent and timing of that announcement.10 EXECUTIONTHE COMMON SEAL of )THE VENDOR was affixed in )accordance with its Constitution ).............................................. ...............................................Signature of DirectorSignature of secretaryTHE COMMON SEAL of )THE PURCHASER was )affixed in accordance with its )Constitution ).............................................. ...............................................Signature of DirectorSignature of secretary45
Page 1 and 2: The Practice Manager’s Guideto Bu
Page 3 and 4: The value of a practice, and especi
Page 5 and 6: On the other hand, buying into an e
Page 7: A purchaser will normally be intere
Page 10 and 11: that are not shown in the balance s
Page 12 and 13: If the new doctor is buying into a
Page 14 and 15: yields a maintainable net profit pe
Page 16 and 17: given to sharing the premises with
Page 18 and 19: ooyounger doctors do not see propri
Page 20 and 21: Whatever the motivation behind the
Page 22 and 23: BuyerSellerInformationInformationTh
Page 24 and 25: Step 2: Determine the value of the
Page 26 and 27: It does not consider costs. Some pr
Page 28 and 29: APPENDIX 1CHECKLIST FOR BUYING A PR
Page 30 and 31: Have you read the section in this m
Page 32 and 33: THIS AGREEMENT is made at 17 Brown
Page 34 and 35: Prescribed Occurrence has the same
Page 36 and 37: 3.2 ExclusionAll express and implie
Page 38 and 39: 5.1 Employment of staff(a)(b)(c)(d)
Page 40 and 41: (f)(g)(h)(i)(j)(k)(l)(m)(n)(o)this
Page 42 and 43: 6.4 Purchaser indemnityThe Purchase
Page 46 and 47: SCHEDULEPURCHASE PRICEThe written d
Page 48 and 49: Appendix 3 Goodwill as a Component
Page 50 and 51: Appendix 4 Results of recent sales
Page 52 and 53: Sale 11 2008A married couple, both
Page 54 and 55: Appendix 5 Capitalisation of future

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