Warranties a seller may expect to be asked to provide are :
1. All advice provided by the practice has been in accordance with the Corporations Act, Financial Advisers Act, and relevant regulations.
2. The assets bought (practice operations) will operate as represented or disclosed to the buyer prior to the sale.
3. The ownership of assets has been legally transferred and is free from encumbrance or any limitation on ownership rights.
4. The practice is compliant with all relevant laws and regulations including tax obligations and licensing requirements where applicable.
5. All material documents are in place for clients including current Statements of Advice, Client Agreements, Fee Disclosures, etc.)
6. All client records are up-to-date and accurate.
7. All client funds have been correctly applied in accordance with their instructions.
8. The practice is solvent (no outstanding debts or liabilities).
9. All staff have executed relevant agreements and authorizations to enable a smooth transition of ownership.
10. That all external relationships the vendors had prior to the sale will continue, such as third-party service providers, software providers, etc.
11. That all clients are aware that the business has changed hands and written consents have been obtained where necessary for continuity of advice/service provisions post-sale date e.g., Tax agents, Accountants, etc.).
12. Vendor is not aware of any material matter which would be likely to adversely affect the value of the practice.
13. All client files have been backed up and stored in a secure format, with access given to the buyer as required.
14. The seller has taken all reasonable steps to ensure that the information provided is accurate and up-to-date.
15. That no third-party intellectual property rights have been infringed e.g., use of software that does not have a valid license, etc.).
16. Any representations made about the practice prior to sale are true and correct (e.g., number of clients, revenue, etc.).
17. No confidential information has been withheld by the Seller or anyone associated with them such as employees/directors, etc.).
18. No legal proceedings have been initiated or threatened against the practice.
19. No material changes have occurred since the sale was agreed upon (such as clients leaving, staff resigning, etc.).
20. The Seller is not aware of any unrecorded liabilities prior to Completion.
21. That the Company is not in breach of any legal, contractual, or other obligation and has all necessary approvals and consents required for it to continue trading post-Completion.
22. That no party is in default of a Material Contract and all liabilities due and payable up to Completion will be paid in full by Completion date.
23. All entitlements due to employees including wages, entitlements, superannuation payments, etc., are up-to-date prior to Completion.
24. All employee records are up-to-date including contracts, position descriptions and roster/ shifts, etc.
25. That the Company is liable to pay prior to Completion any outstanding supplier payments, rent, or other contractual obligation due for services rendered up until the Completion date.
26. That all taxes have been paid in accordance with statutory requirements and no disputes exist on the amount owing prior to the completion date.
27 The Seller indemnifies the Buyer against any claims made by third parties relating to the ownership of assets purchased from the Completion date onwards.
28. The Seller warrants that there are no undisclosed liabilities that a reasonable buyer would consider material and ought to be disclosed prior to Completion.
29. That all systems, software, and equipment are up-to-date, in good working order and free from defect or damage.