What does “as is, where is” mean when I buy from an insolvent business?

In an insolvency sale, “as is, where is” is the standard way of describing what the buyer receives: the assets exactly as they stand and exactly where they sit. It shifts nearly all of the risk to you. That can be reasonable in a distressed sale, where speed and price are the point, but only if you understand what the phrase removes and what it leaves alone.

What you give up

The phrase means you accept the assets in current condition and location, with no promises about quality, fitness for a purpose or freedom from defects, known or unknown. A normal purchase carries detailed warranties and indemnities for undisclosed problems, while an insolvency sale generally offers none, so your practical recourse after closing is limited. The seller is a receiver or trustee, not the former owner, and usually knows little beyond the records available.

What it does not do

As-is wording does not automatically clear liens, so search the provincial personal property registry yourself. Ontario offers lien searches through Access Now, and British Columbia’s registry records security interests against business property. Title protection is often limited to what a court vesting order, if there is one, deals with. The phrase also does not typically protect against fraud, and it leaves permits, lease assignments and the employees you choose to hire to be dealt with separately.

Where the work moves instead

• Inspect the assets and equipment yourself or with a qualified professional before you bid.
• Run registry searches, and check title and registrations against any real property separately.
• Read the court order or sale process that governs the sale, and ask your lawyer what it clears.
• Set aside a contingency, because repairs and missing items are yours once you close.

The difference between the two kinds of seller is explained in buying from a trustee vs a receiver.