Offer Clauses
Assignment by Buyer:
BUYER shall have the right to assign this agreement to a corporation or person to be named; upon giving the seller written notice of assignment, the assignee shall become responsible (instead of the original named buyer) for all obligations of the buyer and shall be entitled to all the benefits of the Buyer as if the assignee had been the original named Buyer.
Condo Status:
Seller agrees to provide at Seller’s expense (within ten days of acceptance of this Offer), a current status certificate and usual accompanying documentation. Buyer shall have two banking days from receipt to review and to be satisfied regarding contents of such documentation; failing which this Offer shall become null and void and the deposit shall be returned to the Buyer without interest or deduction. This condition is included for the benefit of the buyer and may be waived in writing at buyer’s sole option within such two banking day period; if not so waived (with written notice of waiver to seller or to seller’s representative) within such time period, this Offer will be null and void with return of buyer’s deposit forthwith, there being no requirement for mutual releases.
Condo Special Assessments etc:
If known to the seller and undisclosed to buyer at time of buyer’s offer, seller undertakes to pay from sale proceeds on closing any special assessments or increase in common expenses for the current fiscal year as disclosed in the Status Certificate, or contemplated prior to closing by the condominium board of directors or by the condominium management.
seller covenants that no improvements, additions or repairs which require the consent of the condominium corporation have been carried out without such consent in the said unit or upon its exclusive use areas or common elements.
Estate Sale Clause:
If known to the seller and undisclosed to buyer at time of buyer’s offer, seller undertakes to pay from sale proceeds on closing any special assessments or increase in common expenses for the current fiscal year as disclosed in the Status Certificate, or contemplated prior to closing by the condominium board of directors or by the condominium management.
Interest on Deposit:
If the deposit might be held for a period of at least thirty (30) days from the time of receipt, deposit will be placed in a term deposit with any accrued interest being payable to buyer after closing or other termination of the agreement provided required particulars are given by buyer for Income Tax purposes regarding receipt of interest. In the event that the closing date is advanced, the buyer agrees to accept the short term rate for deposits withdrawn before maturity. Buyer’s S.I.N. is
Fax Clause (Alternate):
Acceptance of this offer, or any counter-offer, may be made by either party by telefax or similar system reproducing the original, with the necessary signatures and initials. Such acceptance shall be deemed to be made when the telefax is received by the party, or his/her real estate agent or lawyer.
Working Order and Clean:
All appliances, fixtures and equipment included in the purchase price will be in the same working condition (on closing) as existed at time of acceptance of offer, subject to normal wear and tear.
Interior and Exterior of premises will be left on closing in a clean condition (without debris or furnishings) which are not specifically included in the sale price.
Inspection Condition:
This offer is conditional upon inspections of the subject property and the obtaining of reports satisfactory to the buyer on or before midnight of , of 20 , failing which this offer becomes null and void and the deposit shall be returned to the buyer in full without interest or deduction. This condition is included for the benefit of the buyer and may be waived at his sole option, provided a written waiver is received by seller or seller’s representative within the specified period. Should such a written waiver not be received within the specified time period, this offer shall be null and void and the deposit money shall be returned to the buyer in full without interest or deduction, there being no requirement for mutual releases.
Keys Clause- Non-Condo:
In addition to providing at least one entry door key to the subject property through the seller’s lawyer on closing, the seller will also provide on closing another entry door key to be released through either a listing broker’s office or to be made accessible in a lock box on the premises with all other available key(s) (and any applicable alarm information) being provided on closing or being left in the kitchen of the subject property.
Keys Clause- Condo:
In addition to providing at least one set of entry door key(s) to the subject property through the seller’s lawyer on closing, the seller will also provide on closing another set of entry door key(s) to be released through either a listing broker’s office, or to be made accessible in a lock box on the premises (or with a designated person at the subject property), it being understood that all other available key(s), security card(s), security information and remote control(s) to the unit and any mail box, locker, parking and common area facilities will be provided on closing or left in the kitchen of the unit except for any items which management requires to be returned.
Mortgage Condition:
This offer is conditional upon the buyer arranging a new first mortgage (satisfactory to the buyer) by midnight of , 20 . This condition is included for the benefit of the buyer and may be waived at buyer’s sole option, provided a written waiver is received by seller or seller’s representative within the specified period for arranging the mortgage. Should such a written waiver not be received within the specified time period, this offer shall be null and void and the deposit money shall be returned to the buyer in full without interest or deduction, there being no requirement for mutual releases.
Referral Fee:
If the buyer chooses to use a lender referred by the co-operating broker and if such lender pays a referral fee to the co-operating broker, the parties consent to such referral fee being paid.
Re-Inspect Property:
Buyer or buyer’s agent may reinspect before 12 noon on the day of closing (prior to closing) to confirm condition of property and its vacant status.
Survey Clause:
Immediately upon acceptance, seller will provide buyer’s lawyer with a legible copy of survey showing all structures. Should a survey not be available or should such survey copy fail to be legible, or fail to show surveyor’s name or survey date, or fail to show all structures, buyer will receive a credit in the statement of adjustments on closing for $150.00 towards cost of title insurance policy.
Tenancy Assumption:
Buyer agrees to assume the existing tenancy being:
( ) monthly without a written tenancy agreement
( ) monthly with a written tenancy agreement
( ) a lease expiring on , 20
at a monthly rental of $ due on the 1st day of each month including parking space No. Locker No. cable T.V., common expenses, hydro , it being understood that the tenant is paying directly for . Tenant has/has not prepaid last month’s rent in advance.
Seller will provide on closing one complete set of keys, usual tenancy assumption adjustments as well as signed tenant acknowledgment and seller’s assignment of tenancy on forms provided by buyer’s solicitor.
Tenancy Review Condition:
This offer is conditional for 5 banking days from the date of acceptance upon the seller providing full particulars of tenancy being assumed as required by buyer’s solicitor, including providing any written tenancy agreements affecting the tenancy; it being agreed that should buyer not be satisfied with same, this offer will be null and void. This condition is inserted for the benefit of the buyer and may be waived by buyer in writing within the 5 banking days, provided a written waiver is received by the seller or seller’s representative within such time period. Should such a waiver not be received, this offer shall be null and void with deposit money to be returned forthwith with no interest and without any mutual releases being required.
Condo Flip (Assignment)
The parties acknowledge that the seller is selling the subject property based on the seller’s contractual rights under an Agreement of Purchase and Sale with the builder, (as referred to in Schedule “B” (Builder’s Agreement attached hereto) and seller warrants that there have been no amendments nor letters of amendment changing any of the terms of such agreement, other than what is attached in Schedule “B” and seller warrants that all deposits have been paid, together with all obligations satisfied, in accordance with the terms of Schedule “B” up to the present time, there being no money owing for any extras or upgrades ordered (if any).
This agreement is conditional for a period of five days from acceptance upon the buyer and seller confirming by written waiver to the other (within such five days) that the terms of this agreement (including Schedule “B”) have been approved by the lawyers for buyer and seller; should such waivers not be delivered, as specified above, this agreement will be null and void with deposit returned to buyer forthwith without interest or deduction.
This Agreement is conditional upon the seller providing by 10 p.m. on , 20 , the following to the buyer:
- Signed written consent (by the builder) to an assignment to the buyer of the Agreement in Schedule “B”;
- Confirmation in writing by the builder that either the seller has:
- paid to the builder any required fees for the builder’s consent for the assignment;
- paid all deposits required under the Agreement in Schedule “B”; and
- satisfied all obligations under the agreement to date, there having been no written amendments to such agreement (or letters of amendment) since the acceptance of the Agreement by the builder (other than as may be attached to the builder’s written confirmation).
or whatever written format is typically provided by the builder with respect to an assignment.
The closing date of , 20 refers to the date for completion of the assignment (of the agreement in Schedule “B”) from the Seller to the Buyer and on such date, the buyer will pay to the seller’s solicitor, in trust, a certified cheque in the sum of $ , to be released to seller upon completion of assignment consented to by builder. Balance of $ due to the seller will be paid to the seller’s lawyer in trust by certified cheque upon final closing with the builder. On the assignment completion date, buyer and buyer’s lawyer will provide a written undertaking to the seller not to complete the purchase with the builder unless such certified cheque for the balance is first delivered (on the final closing day with the builder) to the seller’s lawyer to be held in escrow pending written fax confirmation that the purchase from the builder has been completed.
On or before the completion date of the assignment, the seller will provide:
- copy of colour selection chart;
- pre-delivery inspection documents including TARION warranty certificate and any list of deficiencies, noted at time of pre-delivery inspection;3.disclosure
- documentation including draft condominium documents and sketch for layout of unit;
- any keys, access security cards or remote controls available (if Seller has already completed interim occupancy closing);
- any written notices to or from the builder since the original agreement with the builder was signed;
- undertaking that no money is owed for extras or upgrades, that all deposits have been paid and obligations satisfied by seller in the builder’s agreement (Schedule “B”), that copies of any amendments or written notices which might affect the original agreement with the builder in Schedule “B” have been provided to the buyer.
Upon completion of the assignment on the closing date referred to in this agreement, the buyer undertakes to finalize the agreement in Schedule “B” and to pay the balance due to builder in the amount of $ in accordance with the terms therein and, if the buyer should fail to do so, the buyer will indemnify and save the seller harmless from any breach of terms in Schedule “B” occurring after the date of completion of the assignment.
Upon completion date of the assignment, the buyer’s solicitor will provide:
- written notice to the builder’s lawyer that the assignment has been completed and all future notices or letters are to be forwarded to the buyer and buyer’s solicitor;
- if applicable, a series of post-dated cheques from the buyer and any other items to satisfy interim occupancy requirements and a cheque to seller’s lawyer in trust for any applicable adjustment for prepaid occupancy payment made by seller to builder for the month in which the closing of assignment occurs;
- a personal undertaking to the seller to provide a copy of the final statement of adjustments (upon final closing of the condominium after condominium registration) to the seller’s solicitor and to arrange for a certified cheque to be issued to the seller and delivered to the seller’s solicitor for the appropriate portion of interest credited to the buyer in the final closing adjustments which reasonably applies to the deposits held by the builder prior to the assignment completion date, less a deduction for reasonably estimated income tax liability for T5 to be issued by builder for interest payable by builder.
Should closing adjustments with the builder exceed $ (excluding property and other taxes), such excess amount will be deducted from balance due to seller.
Condo Flip (Within 1 year of Condo Registration):
Buyer intends to use the unit as a principal residence for himself/herself or for immediate family members.
If at the time of closing, the builder’s construction mortgages have not been fully discharged, the seller’s solicitor will provide the buyer’s solicitor with:
- a copy of the undertaking by the builder’s lawyer, or by the builder, to discharge such mortgages;
an undertaking by the seller’s lawyer to use best efforts to reasonably pursue enforcement of such undertaking as soon as possible after closing and to keep the buyer’s lawyer informed of progress from time-to-time.
With respect to a property tax adjustment on closing (if the unit being purchased has not been individually assessed for property tax purposes as of the title search date before closing), buyer will be credited with reasonably estimated unbilled and unpaid supplementary property taxes.
Multiple Offer Clause:
It is understood that the offer price has been based on the representation by the listing realtor that multiple offers are being presented to the seller. Should an unconditional offer by the undersigned buyer be accepted by the seller, immediately upon acceptance of such unconditional offer, the listing realtor will provide a copy or copies of any competing offer(s) together with the accepted offer from the undersigned, failing which at buyer’s option (to be executed in writing by buyer within 48 hours of such acceptance) this offer will be null and void with deposit to be refunded.
Sewage System:
The Vendor represents and warrants that all sewage systems serving the property are wholly within the limits of the said property; have received all required Certificates of Installation and Approval pursuant to the Environmental Protection Act; have been constructed in accordance with the said Certificates of Installation and Approval; have received all required governmental use permits; have been operating satisfactorily and were installed according to the provisions of the health authorities having jurisdiction at the time of installation. Further, the Vendor agrees to provide any and all documentation within his possession relating to the sewage system to the Purchaser within three days of acceptance of Offer.
This Offer is conditional upon the Purchaser determining, at his own expense that:
- all sewage systems serving the property have received all required Certificates of Installation and Approval pursuant to the Environmental Protection Act;
- all sewage systems serving the property have been constructed in accordance with the said Certificates of Installation and Approval; and
- all sewage systems serving the property have received all required use permits under the said Act or any other legislation.
Unless the Purchaser gives notice in writing delivered to the Vendor not later than ______ p.m. on the __________ day of ________________, 20 , that these conditions have been fulfilled, this Offer shall become null and void and the deposit shall be returned to the Purchaser in full without deduction. These conditions are included for the benefit of the Purchaser and may be waived at his sole option by notice in writing to the Vendor within the time period stated herein.
The Parties agree that these representations and warranties shall survive and not merge on completion of this transaction, but apply only to the state of the property existing at the time of completion of this transaction.
Water Supply:
The Vendor represents and warrants that, during his occupancy of the property, the water pump and all related equipment have performed adequately, and that the well is capable of supplying an adequate domestic water volume and pressure. The Parties agree that this representation and warranty shall survive completion of this transaction, but apply only to the state of the property at the time of completion of this transaction.
After the Purchaser obtains water samples from the property, this Offer is conditional upon the Purchaser determining, at his own expense, that the water is potable. Unless the Purchaser gives notice in writing delivered to the Vendor not later than _____ p.m. on the ________ day of ________________, 20 , that this condition has been fulfilled, this Offer shall become null and void and the deposit shall be returned to the Purchaser in full without deduction. This condition is included for the benefit of the Purchaser and may be waived at his sole option by notice in writing to the Vendor or to Vendor’s representative within the time period stated above.
This Offer is conditional upon the Purchaser receiving from the Vendor a Well Certificate, prepared by a qualified well driller, attesting that the water pump and all well-related equipment appear to be performing adequately and that the well is capable of supplying an adequate domestic water volume and pressure. Unless the Vendor delivers this Well Certificate to the Purchaser or to the Purchaser’s representative not later than _____ p.m. on the ________ day of ________________, 20 , this Offer shall become null and void and the deposit shall be returned to the Purchaser in full without deduction. This condition is included for the benefit of the Purchaser and may be waived at his sole option by notice in writing to the Vendor or to Vendor’s representative within the time period stated herein.
Access:
The Vendor represents and warrants that the property fronts on:
(a) a road which is maintained on a year-round basis at public expense; OR (b) a road which is maintained on a seasonal basis at public expense; OR (c) a road which is not maintained at public expense.
The Parties agree that this representation and warranty shall survive completion of this transaction, but apply only to the state of the property existing at the time of completion of this transaction.
The Purchaser acknowledges that the private road accessing the said property is maintained by the local cottage association at an annual cost of $________________ for each property.
The Purchaser acknowledges that the existing access to the said property may be an unregistered easement. The Vendor shall provide to the Purchaser, on or before completion, a statutory declaration or declarations establishing that the existing access, has been used by the Vendor and/or predecessors in title to gain access to the said property for a period of _____ years.
(if applicable) The Purchaser acknowledges that the property is only accessible by water.
This Offer is conditional upon the Purchaser determining, at his own expense, that all vehicular entrances to and exits from the property onto public highways have been approved under the Public Transportation and Highways Improvement Act or any predecessor thereof; and that access by automobile to the property is by a public road which is maintained at public expense throughout the year. Unless the Purchaser gives notice in writing delivered to the Vendor or to Vendor’s representative not later than _____ p.m. on the ________ day of ________________, 20 , that these conditions have been fulfilled, this Offer shall become null and void and the deposit shall be returned to the Purchaser in full without deduction. These conditions are included for the benefit of the Purchaser and may be waived at his sole option by notice in writing to the Vendor or to Vendor’s representative within the time period stated herein.
Docks/Boathouses:
The Vendor represents and warrants that the waterfront structures, including any boathouse, dock or pier, used in conjunction with the property, and passing to the Purchaser on completion, have received all necessary approvals and governmental permits or permits required by all other relevant authorities. The Parties agree that this representation and warranty shall survive completion of this transaction, but apply only to those circumstances existing at the time of completion of this transaction.
Rural Survey:
The Vendor represents and warrants that the structures now apparently located on the property are located wholly on the property and comply with all zoning and building by-laws; and that the driveways serving the property are located wholly within the limits of the property, and the entrances relating to such driveways have been approved by the appropriate road authority. The Parties agree that these representations and warranties shall survive completion of this transaction, but apply only to the state of the property existing at the time of completion of this transaction.
-OR-
The Vendor agrees to provide, at his own expense, not later than ______ p.m. on the _________ day of ______________________, 20 , an existing survey of said property showing the current location of all structures, buildings, fences, improvements, easements, rights-of-way, and encroachments affecting said property. The Vendor will further deliver, on closing, a declaration confirming that there have been no additions to the structures, buildings, fences, and improvements on the property since the date of this survey.
-OR-
The Vendor agrees to provide, at his own expense, not later than ______ p.m. on the _________ day of ___________________, 20 , a new survey of said property showing the current location of all structures, buildings, fences, improvements, easements, rights-of-way, and encroachments affecting said property.
Water Frontage/Shore Allowance:
The Purchaser acknowledges that the original shore road allowance is not closed and consequently is not part of the property being sold under this Agreement of Purchase and Sale, and that improvements (apparently on the said property) may encroach on such unowned shore road allowance.
This Offer is conditional upon the Purchaser determining at his own expense that the property being purchased has at least ___________ feet of water frontage on [name of lake or river]; that no road allowance (open or unopened) or other public or private lands exist which will interfere with the right of the Purchaser to use and enjoy the said water frontage; and that there are no unregistered rights or easements. Unless the Purchaser gives notice in writing delivered to the Vendor or to Vendor’s representative not later than _____ p.m. on the __________ day of ________________, 20 , that these conditions have been fulfilled, this offer shall become null and void and the deposit shall be returned to the Purchaser in full without deduction. These conditions are included for the benefit of the Purchaser and may be waived at his sole option by notice in writing to the Vendor or to Vendor’s representative within the time period stated herein.
Crown Restrictions
The Vendor hereby declares to the Purchaser, and the Purchaser acknowledges, understands, and accepts that this property is subject to certain reservations by the Crown, specifically but not limited to the fact that the timber rights or mining rights might have been reserved.
Municipal Services:
The Vendor warrants that municipal water and sewer services are available adjacent to the subject property and are available for use by the Purchaser. Should the Purchaser wish to hook up to such services, the municipal connection charges will be paid by Purchaser.
Building Permits/Zoning
This Offer is conditional upon the Purchaser obtaining at the Purchaser’s expense, a re-zoning or minor variance, to allow for [specify exact variance/use] with both Purchaser and Vendor proceeding to do what is necessary in a diligent manner to acquire the same. This Offer is also conditional upon the Purchaser determining, at his own expense, that a building permit for __________________________________________ is available with respect to the property. Unless the Purchaser gives notice in writing to the Vendor or to Vendor’s representative not later than _____ p.m. on the ________ day of _______________, 20 , that these conditions have been fulfilled, this Offer shall become null and void and the deposit shall be returned to the Purchaser in full without deduction. These conditions are included for the benefit of the Purchaser and may be waived at his sole option by notice in writing to the Vendor or to Vendor’s representative within the time period stated above
Inspection/Soil Test:
This Offer is conditional upon the inspection of the subject property (including soils) and the obtaining of a report satisfactory to the Purchaser at his own expense. Unless the Purchaser gives notice in writing delivered to the Vendor or to Vendor’s representative not later than _____ p.m. on the _____________ day of ______________, 20 , that this condition is fulfilled, this Offer shall be null and void and the deposit shall be returned to the Purchaser in full without deduction. The Vendor agrees to co-operate in providing access to the property for the purpose of this inspection. This condition is included for the benefit of the Purchaser and may be waived at his sole option by notice in writing to the Vendor or to Vendor’s representative within the time period stated above.
THE PURCHASER shall be allowed until midnight on the _______ day of _______________, 20 , to satisfy itself in its sole and unfettered discretion regarding all matters pertaining to zoning, site plan, soils condition and availability of a building permit respecting any type of development on the real property which may be desired by the purchaser. The vendors shall allow the purchaser and representatives access to the real property for the purpose of conducting inspections and any tests provided the lands shall be restored to the original condition. If the Purchaser shall not notify the vendor or vendor’s representative in writing on or before the expiration of the inspection period that it is waiving this condition, then this Agreement shall thereupon be terminated and the deposit shall immediately be returned to the purchaser with all interest accrued thereon and without any deduction whatsoever and neither party shall have any further rights or obligations hereunder. Any notice to be given hereunder will be sufficiently given if delivered to the vendor or to the Vendor’s representative.
Environmental Issues:
With respect to the subject property, the Vendor represents and warrants that any structures on the property have not been insulated with urea formaldehyde foam insulation and that the property contains no radon gas, noxious substance or contaminant as defined in the Environmental Protection Act of Ontario; all environmental laws and regulations have been complied with; no hazardous conditions or substances exist on the land; no limitations or restrictions affecting the continued use of the property exist (other than those specifically provided for herein); there is no pending litigation respecting Environmental matters and no outstanding Ministry of Environment and Energy Orders, investigations, charges or prosecutions (regarding Environmental matters) exist, there having been no prior use as a waste disposal site and all applicable licenses are in force. The Vendor agrees to provide to the Purchaser upon request, all documents, records, and reports relating to environmental matters that are in the possession of the Vendor. The Vendor further authorizes any appropriate Ministry to release to the Purchaser or his representative, any and all information that may be on record in the Ministry office with respect to the said property. The Parties agree that this representation and warranty shall form an integral part of this Agreement and survive the completion of this transaction, but apply only to circumstances existing at the time of completion of this transaction.
The Vendor authorizes the appropriate governmental authority or Ministry to release to the Purchaser or to his Representative, any and all information that may be on record with respect to the said property.
This Offer is conditional upon the Purchaser determining, at his own expense, that: all environmental laws and regulations have been complied with, no hazardous conditions or substances exist on the land, no limitations or restrictions affecting the continued use of the property exist, other than those specifically provided for herein, no pending litigation respecting Environmental matters, no outstanding Ministry of Environment and Energy Orders, investigation, charges or prosecutions respecting Environmental matters exist, there has been no prior use as a waste disposal site, and all applicable licenses are in force. The Vendor agrees to provide to the Purchaser upon request, all documents, records, and reports relating to environmental matters in possession of the Vendor. The Vendor further authorizes any appropriate Ministry to release to the Purchaser, his Agent or Solicitor, any and all information that may be on record in the Ministry office with respect to the said property. Unless the Purchaser gives notice in writing delivered to the Vendor or to Vendor’s representative not later than ____ p.m. on the _________ day of ________________, 20 , that the preceding condition has been fulfilled, this Offer shall become null and void and the deposit shall be returned to the Purchaser in full without deduction. This condition is included for the benefit of the Purchaser and may be waived at his sole option by notice in writing to the Vendor or to Vendor’s representative within the time period stated herein.
Vendor represents that current use of the premises complies with all requirements of municipal Zoning By-laws, requirements of the Ministry of the Environment and rules and regulations of the Environmental Protection Act and any amendments thereto.
This Offer is conditional upon the Purchaser determining, at his own expense, that no portion of the property has been designated as hazard land, flood plain, or an environmentally protected zone. Unless the Purchaser gives notice in writing delivered to the Vendor or Vendor’s representative not later than _____ p.m. on the ________ day of _________________, 20 that this condition has been fulfilled, this Offer shall become null and void and the deposit shall be returned to the Purchaser in full without deduction. This condition is included for the benefit of the Purchaser and may be waived at his sole option by notice in writing to the Vendor or to Vendor’s representative within the time period stated above.
Covenants by Seller:
VENDORS covenant, represent and warrant that
- no intended expropriation has been brought to vendors’ attention and, if any notice of expropriation proceedings are received prior to closing, purchaser will be notified by vendor in writing about same and purchaser may at its sole option declare this transaction null and void and have all monies paid pursuant to this Agreement returned to it forthwith, or in the alternative the purchaser may complete this transaction and shall have the right to all monies and compensation whatsoever paid or to be paid by such expropriating authority for the lands expropriated;
- all services required for the usual and normal operation of on the real property are available for connection at a boundary line or lines of the real property, such services include hydro, water, sewer and natural gas, and that all of such services have been fully paid for, to the intent that the purchaser will be liable to pay normal connection charges only;
- there are no capital levies, sewer impost fees, or similar charges presently affecting the real property, or (to the best of vendor’s knowledge) contemplated by any applicable governmental authorities having jurisdiction, and, if so, vendors will comply with them at their own expense prior to closing;
- the property has no contaminated land that may affect the purchaser’s development with any additional costs, and that there are no waste materials dumped on the lands;
- upon acceptance, Vendor will deliver to Purchaser any existing soil test reports, reports by consultants, studies, site plans, surveys, architectural or artist renderings, engineering reports, servicing reports that are within Vendor’s possession or control, it being understood that any such items will be returned if this transaction is not to be completed.
IT IS AGREED that all covenants, representations and warranties of the vendors herein contained shall not merge on the closing of this transaction but shall survive thereafter.
Lawyer Approval Condition:
The acceptance of this offer is conditional upon the Purchaser and upon the Vendor obtaining approval of the terms of this offer by a lawyer on or before midnight of the third day after acceptance of this offer. This condition is included for the benefit of each party and may be waived at each party’s sole option, provided written waivers by both parties are received by the agent within the time period specified for obtaining approval. Should such written waivers not be received by the agent, this offer shall be null and void and the deposit money shall be returned to the purchaser in full without interest or deduction without any further mutual release being required.
Accelerate Closings:
NOTWITHSTANDING the closing date of this Agreement as provided herein, the purchaser shall have the right upon waiving all of the conditions contained herein, to accelerate the closing date by giving written notice to the vendors or their solicitors and in such event the closing date shall then be thirty (30) days from the date of such written notice.
Applications by Buyer:
THE PURCHASER may at its expense apply for building permit(s), change of zoning, change of official plan, severances, plan of subdivision and or any of them. The vendors covenant and agree to execute any and all authorizations, applications and or consents and papers required in connection with any such applications within seven (7) days of request for same at no charge or cost to the purchaser, provided that the vendors shall not be obliged to assume any personal obligations.
Covenants by Vendor:
VENDORS covenant, represent and warrant that
- no intended expropriation has been brought to vendors’ attention and, if any notice of expropriation proceedings are received prior to closing, purchaser may at its sole option declare this transaction null and void and have all monies paid pursuant to this Agreement returned to it forthwith, or in the alternative the purchaser may complete this transaction and shall have the right to all monies and compensation whatsoever paid or to be paid by such expropriating authority for the lands expropriated;
- all services required for the usual and normal operation of on the real property are available for connection at a boundary line or lines of the real property, such services include hydro, water, sewer and natural gas, and that all of such services have been fully paid for, to the intent that the purchaser will be liable to pay normal connection charges only;
- there are no capital levies, sewer impost fees, or similar charges presently affecting the real property, or contemplated by any applicable governmental authorities having jurisdiction, and if so vendors will comply with them at their own expense prior to closing;
- the property has no contaminated land that may affect the purchaser’s development with any additional costs, and that there are no waste materials dumped on the lands;
- upon acceptance, Vendor will deliver to Purchaser any existing soil test reports, reports by consultants, studies, site plans, surveys, architectural or artist renderings, engineering reports, servicing reports that are within Vendor’s possession or control, it being understood that any such items will be returned if this transaction is not to be completed.
IT IS AGREED that all covenants, representations and warranties of the vendors herein contained shall not merge on the closing of this transaction or the delivery of the deed but shall survive thereafter.
Deposits (Staged):
- PURCHASER is to pay CANADIAN DOLLARS (CDN$ ) to the Listing Broker as a total deposit to be held by him in trust pending completion or other termination of this Agreement and to be credited on account of the purchase price on completion, it being understood that the total deposit will be payable as follows:
(a) an initial amount of 25% by certified cheque to be provided by Purchaser within one (1) banking day of acceptance of offer;
(b) the balance of the total deposit by certified cheque to be provided by Purchaser upon signing waiver of conditions in the agreement;
If any deposit money might be held for a period of at least thirty (30) days from time of receipt, deposit will be placed in a term deposit with any accrued interest being payable to Purchaser after closing or other termination of the agreement provided required particulars are given by Purchaser for Income Tax purposes regarding receipt of interest.
Environmental Protection Act:
The Vendor warrants that to the best of his knowledge and belief the property has not been insulated with urea formaldehyde foam insulation and the property contains no radon gas, noxious substance or contaminant as defined in the Environmental Protection Act of Ontario, and this warranty will not merge on closing.
Farmer as Tenant:
The Purchaser acknowledges that the Real Property is occupied by a farmer on a month to month basis without a lease and without the payment of rent save and except for the obligation of the tenant to pay all realty taxes levied by the local municipal authority in respect of the Real Property. The Purchaser agrees to accept this tenancy, and on closing, the Vendor agrees to deliver an assignment of this tenancy, together with a notice and direction to the tenant advising the tenant of the sale of the Real Property to the Purchaser. The Purchaser agrees that if Purchaser terminates the tenancy, the farmer may remove his crop from the real property as soon as convenient, weather permitting and this covenant shall survive the closing of this transaction.
Inspection Condition:
THE PURCHASER shall be allowed until midnight on , 20 , to satisfy itself in its sole and unfettered discretion regarding all matters pertaining to zoning, site plan, soils condition and availability of a building permit respecting any type of development on the real property which may be desired by the purchaser. The vendors shall allow the purchaser and representatives access to the real property for the purpose of conducting inspections and any tests provided the lands shall be restored to the original condition. If the Purchaser shall not notify the vendor or vendor’s solicitor in writing on or before the expiration of the inspection period that it is waiving this condition, then this Agreement shall thereupon be terminated and the deposit shall immediately be returned to the purchaser with all interest accrued thereon and without any deduction whatsoever and neither party shall have any further rights or obligations hereunder. Any notice to be given hereunder will be sufficiently given if delivered to the vendor or to the vendor’s representative.
Land Vendor to Retain:
Purchaser and Vendor agree that acres of land described as: will be divided as a block within a registered plan and conveyed to the Vendor upon registration of such plan for an amount of $1.00. The Purchaser shall be responsible for all levies or any other charges that may occur based on the acreage to be retained by the Purchaser on a pro-rated basis. The Vendor shall be responsible for any levies or charges on the land to be conveyed back to the Vendor. Such levies shall include all levies and imposed fees made by the Municipality including park dedication, water services, sanitary sewers, storm sewers, local improvements, and other hookup charges for utilities or easements, and letters of credit, if required, by the Municipality and/or the Region.
The Vendor shall make all applications (without holding up the Purchaser’s application for a Plan of Subdivision) for the purpose of applying for zoning change or designation to permit for the use of with respect to the land to be conveyed back to the Vendor.
In the event the Vendor does not have approval for the above stated intended use by the time the Purchaser registers the plan of subdivision or if the Municipality approves the use for less than the acreage to be conveyed back to the Vendor, such lands or extra lands shall be retained by the Purchaser at a purchase price of $ per acre on a pro-rated basis and any remaining land conveyed to the Vendor for $1.00.
Lawyer Approval Condition:
The acceptance of this offer is conditional upon the Purchaser and upon the Vendor obtaining approval of the terms of this offer by a lawyer on or before midnight of the third day after acceptance of this offer. This condition is included for the benefit of each party and may be waived at each party’s sole option, provided written waivers by both parties are received by the agent within the time period specified for obtaining approval. Should such written waivers not be received by the agent, this offer shall be null and void and the deposit money shall be returned to the purchaser in full without interest or deduction without any further release being required.
Mortgage Back (Special Terms):
- Partial Discharges
(a) The mortgagor its successors and assigns shall have the right from time to time to request and to receive on ten days written notice, partial discharges by paying on account of the principal sum of $ dollars per acre plus accrued interest to the date of payment. Provided further that no land remaining undischarged from this mortgage shall be landlocked in that no access shall be available to a public thoroughfare. Mortgagor shall be responsible to obtain compliance with the provisions of the Planning Act with respect to any partial discharges.
(b) The Mortgagee agrees to execute on ten days written notice and deliver partial discharges of the within mortgage discharging any lands from the within mortgage which the Mortgagor is required to grant to any governmental authority for public purposes including walkways, parks, easements, reserves, roads or road widenings, schools, or for utilities or services without requiring any payment of the principal moneys hereby secured, provided that the lands to be discharged without payment under the provisions of this paragraph shall not exceed 20% in aggregate of the lands originally covered by the said mortgage.
2. Registration in Land Titles
The mortgagor its successors and assigns shall have the right to have the lands or any part or parts thereof registered under the Land Titles system and the mortgagee agrees to execute on ten days written notice all documents required by the mortgagor with respect thereof, including any consent required to obtain a certificate under the Certification of Titles Act.
3. Approval of Subdivision Plans and Agreements
The mortgagee agrees to execute and approve (on ten days written notice) without payment any plan or plans of subdivision of the lands herein or part of parts thereof which may be desired by the mortgagor and any subdivision agreements relating thereto, provided that the mortgagee is not required to give any positive covenants but only to postpone its rights to the rights of the authorities having jurisdiction and to any levies imposed by any authorities under such subdivision agreements.
4. Consents to Easements
In the event that the mortgagor its successors and assigns is required to grant easements to various municipal authorities and or public utilities commissions and or companies for the supply and or installation of gas, telephone or electric service, water sewers or similar services to the land, the mortgagee its successors and assigns will, upon ten days written notice, execute postponements or consents to such grants of easements without requiring any payment of the principal monies hereby secured.
5. Consents to Changes to Official Plan, Zoning, By-laws
The mortgagee agrees, upon ten days written notice, to execute consents and all other documents which are required to enable the mortgagor to change the official plan, if any, and to rezone the lands to a zoning suitable to the Mortgagor or to amend any by-laws and to co-operate with the mortgagor in all reasonable respects, provided that all out of pocket expenses shall be paid for by the mortgagor.
6. Right to Demolish, Clear, Regrade, Construct
The Mortgagor shall have the right to demolish buildings and to construct buildings on the lands, to clear, excavate and grade the lands and reasonably change the contour thereof and do all things incidental thereto at any time and from time to time, without payment of the principal moneys hereby secured being required therefor, and without being deemed to have committed waste or any other default under the mortgage.
.Plans and Signs:
UPON THE EXECUTION of this Agreement by all parties, the purchaser shall have the right to enter upon the real property for purposes of preparation of site and grading plans, and shall also have the right, at its own expense, to erect a sign upon the real property, advertising a proposed commercial/retail development and inviting tenant inquiries in respect thereof. Such sign shall be of such a size and installed in such a manner as to not unduly interfere with or restrict the vendors’ use of the real property, and in the event that this Agreement is terminated by the purchaser, such sign shall be removed by the purchaser at its own expense, and forthwith after such termination.
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Price Per Acre:
THE PURCHASER and vendor agree that the purchase price is calculated at the rate of CANADIAN DOLLARS (CDN$ ) per acre and is based upon the real property comprising acres. The Vendor agrees to provide to the purchaser, within ten (10) days of acceptance of the offer, a certificate prepared by an Ontario Land Surveyor certifying the precise area of the real property and an up-to-date survey showing all fences, erections and easements together with a registerable legal description and boundary survey. If Vendor fails to deliver the certificate and survey within the specified time period, Purchaser may obtain same and the cost shall be deducted from the balance due on closing. Should the area of the real property be less than acres, the purchase price paid by the purchaser shall be adjusted to an amount equal in dollars to the product reached by multiplying CANADIAN DOLLARS (CDN $ ) by the acreage certified (to the second decimal place only) with such adjustments to be reflected in the balance to be paid by the Purchaser in cash or by certified cheque on closing/principal amount of the mortgage back to the vendor.
Rezoning and Building Permit Condition:
- This offer shall be conditional upon the following:
(a) The Real Property being zoned on or before midnight of , 20 , so as to permit the construction and operation of for purposes, satisfactory to the Purchaser;
(b) That soil conditions are such as to enable the Purchaser to erect a on the Real Property without additional costs for piling;
(c) That a building permit be available for issuance by the municipality having jurisdiction, so as to permit the Purchaser to construct and operate on the Real Property a development, which in accordance with a site plan satisfactory to the Purchaser, in its sole discretion, permitting access and egress in a manner satisfactory to the Purchaser, in its sole discretion, with the payment of normal building permit fees only;
(d) That all services required for the usual and normal operation of a development on the Real Property are available for connection at a boundary line or lines of the Real Property, such services to include hydro, water, sewer and natural gas.
2. All of the conditions set forth in paragraph 1 hereof are inserted for the sole benefit of the Purchaser and any one or more or none of the said conditions may be waived by the Purchaser or may be invoked by the Purchaser at any time until sixty (60) days following the date of acceptance of this Offer, and if so invoked, then this offer and the Agreement resulting form the acceptance thereof, shall be of no further force or effect, and the Vendor shall return or cause to be returned to the Purchaser, the deposit with any accrued interest and without deduction.
Any waiver or invocation of any of the conditions set forth in paragraph 1 above may be made by the Purchaser or its solicitor by delivery of notice in writing to the office of the Vendor or the Vendor’s solicitor.
In the event that no notice whatsoever is delivered by the Purchaser or its Solicitor as contemplated by this paragraph 2, then the Purchaser shall be deemed to have invoked the conditions set forth in paragraph 1 above and this Offer and the agreement resulting from the acceptance thereof shall be of no further force or effect and the Vendor shall return or cause to be returned to the Purchaser, the deposit with any accrued interest and without deduction.
3. Notwithstanding the stated Date of Closing, in the event that the Purchaser, at the time of the originally scheduled Closing date, still requires approval from any governmental or municipal body, such as municipal council or the Ontario Municipal Board or the Provincial Cabinet, in order to satisfy the conditions set forth in paragraph 1, then the date for closing and the time for waiver, invocation or satisfaction of the conditions set forth in paragraph 1, shall be extended to a date which is six (6) months after the said originally scheduled Closing Date, and such extension shall be automatic without notice or acknowledgment being required whatsoever.
Provided always that, notwithstanding the extension set out above, this transaction shall be closed, subject always to the terms hereof, within sixty (60) days after all of the conditions set forth in paragraph 1 have been satisfied in full or waived by the Purchaser.
Soil Inspection Condition:
This offer is conditional upon inspections at Purchaser’s expense of the subject property as well as soils and the obtaining of reports satisfactory to the Purchaser on or before midnight of , 20 . This condition is included for the benefit of the Purchaser and may be waived at his sole option. If a written waiver is not provided by Purchaser to the Vendor, Vendor’s solicitor or listing broker within such time period, this offer will be null and void with deposit to be refunded without interest or deduction, there being no requirement for mutual releases provided Purchaser confirms in writing that such waiver has not been and is not being signed.
Subdivision Plan Condition:
- This agreement and the closing thereof by Purchaser are conditional upon compliance with the following condition prior to closing, such condition being for the sole benefit of the Purchaser and able to be waived by the Purchaser: that at Purchaser’s expense the Purchaser has been able to obtain draft plan approval for the subdivision of the Real Property into building lots, such draft plan approval being on terms and conditions and in such configuration as may be acceptable to the Purchaser, in the sole discretion of the Purchaser. It is understood and agreed that upon acceptance of this offer the Purchaser shall submit and pursue the aforesaid application for draft plan approval as the authorized representative of the Vendor and that the Purchaser shall have full authority in all matters relating to such application. Notwithstanding the foregoing, the Purchaser will provide the Vendor with a status report regarding such application from time to time upon the request of the Vendor.
If the aforesaid condition has not been fulfilled and complied with on or before the date established for closing and if the Purchaser shall be unwilling to waive the said condition, this transaction shall be at an end and the deposit shall be returned to the Purchaser with any accrued interest and without deduction. Provided that if the purchaser delivers written notice to the office of the vendor or vendor’s solicitor at least 10 days prior to the scheduled closing date requiring an extension of closing, the closing date shall be extended to the day which is thirty (30) days after the above condition has been complied with. In the event that the above condition has not been fully complied with on the day which is years after the date of acceptance of the within agreement, the Purchaser may, upon at least 14 days’ notice to the Vendor, postpone the closing of the within transaction for an additional period or additional periods of up to years in the aggregate or, failing such postponement of closing, this agreement shall be null and void and Purchaser shall receive the return of its deposit with interest as may have been earned thereon. In the further event that the above condition has not been fully complied with during the last mentioned period of up to years, this agreement shall be null and void and Purchaser shall receive the return of its deposit with interest as my have been earned thereon.
2. Upon acceptance of this offer and without prejudice to any of the provisions or conditions hereof contained, Purchaser shall have the right to enter the Real Property for the purpose of conducting such survey work and other investigations as may be necessary for processing the aforesaid application for draft plan approval and satisfying the above condition.
3. At least 14 days prior to closing, if the closing date occurs after , 20 the Purchaser shall obtain, at the Purchaser’s expense, and deliver to the Vendor a survey or reference plan, prepared by a duly qualified Ontario Land Surveyor, showing the boundaries of the whole of the Real Property and the area, in acres, of each part of the Real Property. The Purchase Price payable by the Purchaser to the Vendor for the Real Property shall be readjusted to be the amount which is the product of $ multiplied by the area, in acres, of the Real Property as shown on the aforesaid survey or reference plan and, on closing, the balance of the Purchase Price and the amount of the VTB Mortgage shall be adjusted, if necessary, so that the total cash down payment will be 25% of the Purchase Price and the amount secured by the VTB Mortgage will be 75% of the Purchase Price.