3.1 SPEECH

Referral to experts A purchaser involved in a large and sophisticated asset acquisition may require advice from a wider range of experts than a purchaser involved in a purchase of a small family business. That said, every purchaser has a different level of experience in asset purchase transactions and a different level of risk tolerance. These factors will determine: « the level of explanation the purchaser's lawyer will provide in relation to the transaction; and * the additional advisors that the purchaser's lawyer recommends the purchaser consult. The purchaser may need advice from expert advisors such as: * an accountant and/or tax advisor or financial planner: o toanalyse the financial viability of the business, including the cash flow, balance sheet, profit and loss statements and tax assessments. This is critical if the purchaser intends to rely upon the vendors’ warranties and indemnities o toadvise on the optimal way of structuring the purchase for tax purposes; for example, through a company or a trust, including considering the purchaser's personal circumstances, and o inthe event that the purchaser is borrowing funds to purchase the business, to advise on the purchaser’s ability to meet the loan repayments from the cash flows of the business being purchased, as well as alternative ways to structure the loan * avaluer, to provide a valuation of the business assets and cash flows and the price to be paid, and/or « anindependent industry consultant familiar with the industry in which the business operates. This could be important if a purchaser has no prior experience in the particular industry. The consultant can advise as to the standing of the target business in the marketplace and current industry issues and trends.