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.