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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.
6.
SALES TAXES
6.1
The Purchaser shall pay any and all sales taxes payable in respect of the purchase and sale of
assets pursuant to this agreement.
6.2
The Vendor shall pay all sales taxes payable or collectible in connection with carrying on the
business up to closing and obtain and supply the Purchaser with satisfactory proof of payment
within a reasonable time of closing.
7.
NON-COMPETITION
7.1
The Vendor covenants with the Purchaser that, in consideration of the closing of this agreement,
the Vendor will not operate a [TYPE OF BUSINESS] business or in any way aid and assist any other
person to operate such a business in [GEOGRAPHICAL AREA] for a period of [PERIOD] from the
date of closing.