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Prepare a Section 85 Asset Purchase (Rollover) Agreement with this easy-to-use template for the Province of Ontario, under which the seller (vendor) sells the assets of a company to the purchaser and the purchaser assumes the company's liabilities as part of the purchase price. Provisions of the Agreement include: The balance of the purchase price will be secured by a promissory note. The parties agree to file joint elections under sections 22 and 97(2) of the Income Tax Act (Canada) and as required under the Ontario Corporations Tax Act. The file includes a Section 116 affidavit to be sworn by a corporate officer of the vendor, if applicable, and a form of promissory note. This is a Canadian legal document in MS Word format, and is fully editable to fit your specific circumstances.