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Agreement of Purchase and Sale of Business Assets Page 3 of 5
4.2 The following representations and warranties are made and given by the Vendor to the Purchaser
and expressly survive the closing of this agreement. The representations are true as of the date of
this agreement and will be true as of the date of closing when they shall continue as warranties
according to their terms. At the option of the Purchaser, the representations and warranties may be
treated as conditions of the closing of this agreement in favor of the Purchaser. However, the
closing of this agreement shall not operate as a waiver or otherwise result in a merger to deprive
the Purchaser of the right to sue the Vendor for breach of warranty in respect of any matter
warranted, whether or not ascertained by the Purchaser prior to closing:
a) The Vendor is a resident of [YOUR COUNTRY] within the meaning of the Income Tax Act of
[YOUR COUNTRY];
b) The Vendor owns and has the right to sell the items listed in Schedule A;
c) The assets agreed to be bought and sold are sold free and clear of all liens, encumbrances
and charges;
d) The equipment is in good operating condition;
e) Until the closing date of this agreement, Vendor shall not, without the written consent of
Purchaser, dispose of or encumber any of the assets or property to be sold hereunder, with the
exception of any transactions occurring in the ordinary course of Vendor’s business. The
undertaking and assets agreed to be bought and sold will not be adversely affected in any
material respect in any way, and Vendor will not do anything before or after closing to prejudice
the goodwill;
f) The financial statements for the business produced by the Vendor and appended as Schedule
B are fair and accurate, and prepared in accordance with generally accepted accounting
principles.
g) The lease is in good standing and the Vendor has fulfilled all of its obligations under the lease;
h) The Vendor has made full and fair disclosure in all material respects of any matter that could
reasonably be expected to affect the Purchaser's decision to purchase the undertaking and
assets agreed to be ought and sold on the terms set out this agreement;
i) The Vendor will execute such assignments, consents, clearances or assurances after
closing, prepared at the Purchaser's expense, as the Purchaser considers necessary or
desirable to assure the Purchaser of the proper and effective completion of this agreement.
j) Vendor agrees to disclose to Purchaser not later than [NUMBER] days after the closing date,
all trade secrets, customer lists, and technical information held or controlled by Vendor and
relating to the business sold hereunder.
5. RISK
5.1 The risk of loss or damage to the undertaking and assets agreed to be bought and sold remains
with the Vendor until closing.
5.2 In the event of loss or damage to the tangible assets agreed to be bought and sold prior to closing,
at the option of the Purchaser, the replacement cost of the assets lost or damaged or any of them
may be deducted from the total purchase price otherwise payable by the Purchaser under this
agreement and the corresponding lost or damaged assets shall be excluded from the purchase and
sale.