Real Estate Clauses Ontario

ACCESS

ACC-­‐1 Condition – Obtaining Right-­‐of-­‐way

 

This Offer is conditional upon the Buyer obtaining an Agreement to create an easement with (name of persons), for the purpose of (insert specific use), located and more particularly described as (outline planned location). Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto not later than _____ p.m. on the day of __________, 20_____, that this condition is fulfilled, this Offer shall become null and void and the deposit shall be returned to the Buyer in full without deduction. This condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

NOTE: This condition must be used with caution, as further approvals will be required for the right-­‐of-­‐way to be legal (i.e., Committee of Adjustments).

 

ACC-­‐2 Condition – Road Access by Open Public Road


This Offer is conditional upon the Buyer determining, at the Buyer’s own expense, that access by automobile to the property is by a public road which is maintained at public expense throughout the year. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. This condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

ACC-­‐3 Condition – Road Access to Public Highways This Offer is conditional upon the Buyer determining, at the Buyer’s 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. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto not later than _____ p.m. on the _____ day of __________, 20_____, that his condition has been fulfilled, this Offer shall become null and void and the deposit shall be returned to the Buyer in full without deduction. This condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

ACC-­‐4 Road Access – Alternatives

The Seller represents and warrants, to the best of the Seller’s knowledge and belief, that the property fronts on: [choose appropriate statement]

  1. A road which is maintained on a year round basis at public expense;
    OR
  2. A road which is maintained on a seasonal basis at public expense;
    OR
  3. A road which is not maintained at public expense.

 

The Parties agree that this representation and warranty shall survive and not merge on completion of this transaction, but apply only to the state of the property existing at completion of this transaction.

 

ACC-­‐5 Road Access – Privately Maintained Road

The Buyer acknowledges that the private road accessing the said property is maintained by the [insert appropriate local cottage association or other relevant group], at an annual cost of $ __________ for each property.

 

ACC-­‐6 Road Access – Unregistered Easement (Trespass Access)

The Buyer acknowledges that the [road/path/lane], to the said property may be an unregistered easement. The Seller shall provide to the Buyer, on or before completion, a statutory declaration or declarations establishing that the existing [road/path/lane], has been used by the Seller and/or predecessors in title to gain access to the said property for a period of _____ years.

NOTE: In situations involving unregistered easements, legal advice should be sought.

 

ACC-­‐7 Water Access

The Buyer acknowledges that the property is only accessible by water.

 

ACC-­‐8 Water Access – Fluctuating Water Levels

The Buyer acknowledges that the water levels in the area where the property is situated may fluctuate between a low and high water level and may be extremely low or extremely high from time to time. Therefore, access to the property through means of water and/or access to the water from the property may be difficult or not available. The Buyer agrees that no claim will be made against the Seller, or any Brokerage, Broker or Salesperson, respecting the levels of the water including without limitation matters of access whether to the property by water or from the property to the water.

 

ASSIGNMENT OF AGREEMENT

ASSIGN-­‐1 Right to Assign Agreement

The Buyer shall have the right at any time prior to closing, to assign the within Offer to any person, persons or corporation, either existing or to be incorporated, and upon delivery to the Seller of notice of such assignment, together with the assignee’s covenant in favour of the Seller to be bound hereby as Buyer, the Buyer hereinbefore named shall stand released from all further liability hereunder.

NOTE: Do not use when the Agreement includes a STB Charge/Mortgage.

 

ASSIGN-­‐2 Right to Assign – Seller’s Consent

The Buyer covenants and agrees that the Buyer will in no way directly or indirectly assign, rent, lease, convey, list or in any way advertise for sale, sell, or otherwise transfer the Buyer’s rights under this Agreement prior to completion to any other person or entity without the express written consent of the Seller. Such consent may be granted or withheld at the Seller’s sole option.

 

ASSOCIATION FEES
ASSOC-­‐1 Association Fees on Title

The Buyer acknowledges that there are agreements, restrictions and covenants registered on the title pertaining to an association and that there is an association fee payable in respect thereof. The Seller warrants that the said fee payable to the association in respect of the property is approximately $ ______________________________________________ per __________________ and includes but is not limited to__________________________ ___________________________________________________________________________

The Buyer agrees to accept the title subject to the said agreements, restrictions and covenants and assume payment of the association fee, to be adjusted as of completion.

 

BUILDINGS / CONSTRUCTION

BUILD/CONST-­‐1 Condition – Obtaining Building Permit

This Offer is conditional upon the Buyer determining, at the Buyer’s own expense, that a building permit for the structure indicated on Schedule “_____” attached hereto is available with respect to the property. Unless the Buyer gives notice in writing to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. This condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

 

CHATTELS / EQUIPMENT / FIXTURES

CHATT-­‐1 Condition – Rental Contracts

This offer is conditional upon the Buyer reviewing the terms of any rental agreements, rental contracts, lease contracts or lease to own agreements (“Rental  Agreements”) with respect to the rental items not included in the purchase price but to be assumed by the Buyer and finding such terms to be satisfactory to the Buyer in the Buyer’s sole and absolute discretion. The Seller will provide copies of such rental agreements within _____ days of acceptance of this offer. Unless the Buyer gives notice in writing to the Seller personally or in accordance with any other provisions for delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto not later than 5 pm. 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 Buyer in full without deduction. This condition is included for the sole benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

CHATT-­‐2 Chattels and Fixtures – Good Working Order

The Seller represents and warrants that the chattels and fixtures as included in this Agreement of Purchase and Sale will be in good working order and free from all liens and encumbrances on completion. The Parties agree that this representation and warranty shall survive and not merge on completion of this transaction, but apply only to the state of the property at completion of this transaction.

 

CHATT-­‐3 Chattels – No Warranty

The Buyer acknowledges that there is no express or implied warranty by the Seller on the chattels included in this Agreement of Purchase and Sale.

 

CHATT-­‐4 Equipment – Good Working Order

The Seller warrants that all the mechanical, electrical, heating, ventilation, air conditioning systems, air compressors, elevators, conveyor systems, sprinkler systems, boilers, and all other equipment on the real property shall be in good working order on completion. The Parties agree that this warranty shall survive and not merge on completion of this transaction, but apply only to those circumstances existing at the completion of this transaction.

 

CHATT-­‐5 Equipment – Purchase of Additional

The Seller agrees to give the Buyer the first right to negotiate for the purchase of any equipment to be sold by the Seller upon a price to be mutually agreed upon. In the event that the parties cannot agree to a price at least _____ days prior to the date of completion, then said first right shall become null and void.

 

CHATT-­‐6 Equipment – Removal

The Seller agrees to remove, at the expense of the Seller, any machinery or equipment, including mountings protruding from walls and floors, and to repair any damage caused by said removal.

 

CHATT-­‐7 Lighting Fixtures

All lighting fixtures on the premises are included in the purchase price and are to be in good working order on completion.

 

CHATT-­‐8 Rental Items

The following equipment is rented and not included in the Purchase Price. The Buyer agrees to assume the rental contract(s) if assumable: ________________________(item) having a payment of $ _____________________, (monthly, quarterly, etc.) NOTE: A variety of items may be rentals, e.g. hot water tank, air conditioner, water softener, furnace, furnace burner, etc. Care must be taken to ensure all rentals are documented.

 

 

COMPLETION DATE

COMP-­‐1 Change of Completion Date by Buyer

Notwithstanding the completion date set out in this Offer, the Buyer may ____________ the completion date of the transaction by not more than _____ days, by giving written notice of the amended completion date to the Seller or the Seller’s Solicitor at least _____ days in advance of the earlier of the completion date set out herein and the amended completion date.

 

COMP-­‐2 Change of Completion Date by Seller

Notwithstanding the completion date set out in this Offer, the Seller may ____________ the completion date of the transaction by not more than _____ days, by giving written notice of the amended completion date to the Buyer or the Buyer’s Solicitor at least _____ days in advance of the earlier of the completion date set out herein and the amended completion date.

 

COMP-­‐3 Change of Completion Date – Mutual Agreement

Notwithstanding the completion date set out in this Agreement, the Buyer and Seller may, by mutual agreement in writing, advance or extend the date of completion of this transaction.

 

COMP–4 Change of Completion Date – Probate Trustee

The Buyer and Seller agree that the Seller, upon giving a minimum of _____ days written notice to the Buyer (excluding, Saturday, Sunday or Statutory Holidays), may unilaterally extend the date set for completion, one or more times, not to exceed _____ days in total, for the purpose of obtaining a Certificate of Appointment of Estate Trustee.

 

 

CONDOMINIUM

CONDO-­‐1 Condition – Review of Condominium Documents – By Specific Date

This offer is conditional upon the Buyer’s lawyer reviewing the Status Certificate and Attachments and finding the Status Certificate and Attachments satisfactory in the Buyer’s Lawyer’s sole and absolute discretion. The __________________________ (buyer/seller) agrees to request at the ____________________ (Buyer/Seller) expense, the Status Certificate and _______________________ (Buyer’s/Seller’s) attachments within _____ days of acceptance of this Offer. Unless the Buyer gives notice in writing to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto not later than 5 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 Buyer in full without deduction. This condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

CONDO-­‐2 Condition – Review of Condominium Documents –  Within _____ Days

This offer is conditional upon the Buyer’s lawyer reviewing the Status Certificate and Attachments and finding the Status Certificate and Attachments satisfactory in the Buyer’s Lawyer’s sole and absolute discretion. The agrees to request at the __________________ (Buyer/Seller) expense, the Status Certificate and ___________________ (Buyer’s/Seller’s) attachments within _____ days after acceptance of this Offer. Unless the Buyer gives notice in writing to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto not later than 5 p.m. on the fifth day (excluding Saturdays, Sundays and Statutory Holidays) following receipt by the Buyer of the Status Certificate and attachments, that this condition is fulfilled, this Offer shall be null and void and the deposit shall be returned to the Buyer in full without deduction. This condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

CONDO-­‐3 Alterations By Owner

The Seller represents and warrants that, with respect to the unit, the Condominium Act, Declaration, Bylaws and Rules of the Condominium Corporation have been complied with, and that no improvements, additions, alterations or repairs that require the consent of the Condominium Corporation have been carried out in the said unit, the exclusive use areas or the common elements, unless the required consent has been obtained from the Condominium Corporation. This warranty shall survive and not merge on the completion of this transaction.

 

CONDO-­‐4 Alterations/Changes to Unit During Interim Occupancy

The Buyer covenants and agrees that no alterations will be made to the unit during the term of interim occupancy. Upon completion of the transaction, the Buyer agrees to abide by the Bylaws and Rules relating to alterations and changes within the unit.

 

CONDO-­‐5 Compliance by Buyers, Guests and Family Members

The Buyer hereby covenants with the Seller and with the Condominium Corporation that the Buyer, members of the household, and guests, will comply with the Condominium Act, the Declaration, the Bylaws and all Rules and Regulations, in using the unit and the common elements, and will be subject to the same duties imposed by the above as those applicable to other individual unit owners.

 

CONDO-­‐6 Default by New Buyers During Interim Occupancy

The Buyer acknowledges that any default in payment of occupancy fees shall be deemed to be a  default under the terms and conditions of the Agreement of Purchase and Sale, and subject to the remedies provided herein for the Seller.

 

CONDO-­‐7 Occupancy by Buyer Prior to Completion of Construction

The Buyer acknowledges that the unit being acquired is currently under construction. The Buyer shall take occupancy of the unit provided that the interior of the unit has been substantially completed, notwithstanding that the common areas have not been substantially finished. The Seller agrees to complete same in a good and workmanlike manner in a reasonable period of time. The Buyer further acknowledges that failure to complete either the unit or the common areas by the occupancy date in no way relieves the Buyer from completing the transaction.

 

CONDO-­‐8 Occupancy by Buyer Prior to Completion – Payment of Occupancy Fee

The Buyer shall be entitled to occupy the property from the _____ day of __________, 20_____, until the date of completion at a monthly fee hereinafter referred to as an occupancy fee. The occupancy fee shall be calculated based on the proportionate share of the common expenses, the estimated realty taxes, and mortgage interest as detailed herein (or designated as Schedule “_____” attached to and forming part of this Agreement). Said occupancy fee shall be due and payable on a monthly basis, in advance, commencing on the 1st day of each month following the date of occupancy. Partial charges prior to the 1st day of the initial month shall be pro-‐rated accordingly. The Buyer further agrees to provide the Seller with post-­‐dated cheques to cover the occupancy cost for a period of twelve months, or such period to be established by the Seller whichever is the lesser.

 

CONDO-­‐9 Permission to Access Unit

The Buyer agrees to allow the Seller access to the unit for the purpose of inspection, maintenance, or completion of uncompleted work for a period of six (6) months following the date of completion, provided that reasonable notice is given to the Buyer. Any subsequent access shall be pursuant to the Bylaws, Rules and Regulations as established by the Board of Directors of the Condominium Corporation.

 

CONDO-­‐10 Tenant to Occupy Property

The Buyer agrees to abide by the Declaration, Bylaws, Rules and Regulations of the Condominium Corporation and, if the property is to be rented, the Buyer agrees to inform all tenants of the Rules and Regulations and receive written acknowledgement of the tenants regarding their willingness to abide by same within the rental document. It is clearly understood that all rental agreements shall conform with the Rules and Regulations as passed from time to time by the Board of Directors of the Condominium Corporation.

 

 

DEPOSITS / PAYMENTS

DEP/PAY-­‐1 A Further Sum of

The Buyer agrees to pay a further sum of ____________________ ($__________), subject to adjustments, to the Seller on completion of this transaction, with funds drawn on a lawyer’s trust account in the form of a bank draft, certified cheque or wire transfer using the Large Value Transfer System.

 

DEP/PAY-­‐2 Balance of Purchase Price

The Buyer agrees to pay the balance of the purchase price, subject to adjustments, to the Seller on completion of this transaction, with funds drawn on a lawyer’s trust account in the form of a bank draft, certified cheque or wire transfer using the Large Value Transfer System.

 

DEP/PAY-­‐3 Deposit Increase – Additional Payment

The Buyer agrees to pay a further sum of ____________________ ($ __________), to ____________________, by negotiable cheque, not later than _____ p.m. on the _____ day of __________, 20_____, as a supplementary deposit to be held in trust in the same manner as the initial deposit pending completion or other termination of this Agreement. This amount is to be credited towards the purchase price on completion of this transaction.

 

DEP/PAY-­‐4 Deposit Increase – Multiple Payments

The Buyer agrees to pay the following supplementary deposits in the amounts stated not later than: [List Appropriate Times, Dates and Amounts] to ____________________, by negotiable cheque, to be held in trust pending completion or other termination of this Agreement. Such payments are to be credited towards the purchase price on completion of this transaction.

 

DEP/PAY-­‐5 Deposit Increase – On Removal of Condition(s)

The Buyer agrees to pay a further sum of ____________________ ($ __________), to ____________________, by negotiable cheque, at the time of notification of fulfilment or removal of the condition pertaining to ____________________, as an additional deposit to be held in trust pending completion or other termination of this Agreement. This amount is to be credited towards the purchase price on completion of this transaction.

 

DEP/PAY-­‐6 Deposit Interest – Payment of All Interest Earned

The parties to this Agreement hereby acknowledge that the Deposit Holder shall place the deposit in trust in the Deposit Holder’s interest bearing real estate trust account, which earns interest at __________, and the Deposit Holder shall pay any interest it earns or receives on the Deposit to ____________________ at the same rate of interest the Deposit Holder earns or receives on the Deposit Holder’s real estate trust account. NOTE: The Listing Brokerage is required to have Social Insurance Number(s) before paying interest on deposits.

 

DEP/PAY-­‐7 Deposit Interest – Payment of Interest at a Rate Less Than Earned

The parties to this Agreement hereby acknowledge and agree that the Deposit Holder shall place the deposit in the Deposit Holder’s interest bearing real estate trust account, which earns interest at __________, and the Deposit Holder shall pay interest at a rate of __________on the Deposit to ____________________. The parties to this Agreement hereby acknowledge and agree that the Deposit Holder shall be entitled to retain the difference between the interest earned on the deposit and the agreed rate of interest payable.

 

DEP/PAY-­‐8 Deposit Interest – Payment of Interest Earned Provided Minimum Amount Earned

The parties to this Agreement hereby acknowledge and agree that the Deposit Holder shall place the deposit in the Deposit Holder’s interest bearing real estate trust account, which earns interest at __________, and the Deposit Holder shall pay any interest it earns or receives on the deposit to ____________________, provided the amount of the interest that the Deposit Holder earns or receives on the deposit is equal to or greater than ____________________. The parties to this Agreement hereby acknowledge and agree that the Deposit Holder shall be entitled to retain any interest earned or retained on the deposit, which is less than ____________________.

 

DEP/PAY-­‐9 Deposit Interest –Term Deposit Bearing Interest

The parties to this Agreement hereby acknowledge that the Deposit Holder shall place all deposit monies in an interest bearing security with any accrued interest on the deposit to be paid to the Buyer as soon as possible after completion or other termination of this Agreement. The deposit holder will immediately inform the person depositing the trust money as to the interest rate received on the deposit. In the event that the closing date is advanced or the transaction is terminated, the party receiving the interest agrees to accept the short-term rate for deposits withdrawn before maturity.

 

 

DEVELOPMENT / SEVERANCE / SUBDIVISION

NOTE: The sale of large parcels of land and vacant land can be subject to capital gains and/or HST. This can depend upon present and future use, who is selling, and who is buying. Expert advice should be sought.

 

DEV-­‐1 Condition – Services – Hydro/Telephone

This Offer is conditional upon the Buyer determining, at the Buyer’s own expense, that the provision of service by hydro and telephone to the said property shall not exceed a cost of ____________________ ($ __________). Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto not later than _____ p.m. on the _____ day of __________, 20_____, that this condition is fulfilled, this Offer shall become null and void and the deposit shall be returned to the Buyer in full without deduction. This condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

DEV-­‐2 Condition – Severance – Seller Undertakes Expense and Completion

This Offer is conditional upon the Buyer obtaining, at the Seller’s expense, a consent to sever the property as follows: (provide description of proposed severance). Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto not later than _____ p.m. on the _____ day of __________, 20_____, that this condition is fulfilled, this Offer shall become null and void and the deposit shall be returned to the Buyer in full without deduction. The Seller agrees to sign any requisite documents required for the above condition and do all things reasonably necessary in support of the satisfaction of the condition. The Seller understands and acknowledges that the Seller shall be responsible for satisfying any conditions imposed for approval of the severance, and if such conditions give the Seller options in the manner of compliance, the Buyer shall determine which option will be selected. The Seller shall obtain a reference plan prepared by an Ontario Land Surveyor suitable for registration purposes in the Land Registry Office in which the said property is located.

NOTE: Additional wording may be inserted concerning the extension of the completion date if the severance is not completed and limits of cost relating to obtaining said severance.

 

DEV-­‐3 Condition – Suitability for Roads/Services

This Offer is conditional upon the Buyer determining, at the Buyer’s own expense, the cost of constructing roads, installing necessary services, and generally ascertaining if the terrain will permit development at a reasonable price. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto not later than _____ p.m. on the _____ day of __________, 20_____, that this condition is Fulfilled, this Offer shall become null and void and the deposit shall be returned to the Buyer in full without deduction. This condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

DEV-­‐4 Intention of Buyer to Develop

The Seller acknowledges that it is the intention of the Buyer to develop and/or renovate and resell the property.

 

DEV-­‐5 No Site Plan Development Agreement

The Seller warrants that the lands are not subject to a Site Plan Development Agreement.

 

DEV-­‐6 Price Based Upon Acreage

The Seller acknowledges that the Buyer is acquiring the property for development, and the purchase price is calculated on the basis of ____________________ ($ __________) per acre. In the event of a discrepancy in area, the purchase price will be adjusted accordingly at time of completion.

NOTE: Survey or other acceptable confirmation of exact acreage is required.

 

DEV-­‐7 Seller Consents to Subdivide

The Seller agrees to co­‐operate with the Buyer in the application for and registration of any plan or plans of subdivision on the said property and the Seller agrees to execute any requisite documents for the application and registration of any plan of subdivision, provided that the Buyer pay all costs for the application, requirements for approval and registration of the plan of

subdivision.

 

DEV-­‐8 Seller Permitted to Remain on Property

The Seller shall be permitted the right to remain upon and continue the Seller’s use of the real property, free of any payment of rent for a period of ____________________ after the date of completion, provided that the Seller agrees to vacate the property at the end of the period and provided that the Seller shall, during the period, maintain the lands and buildings in good repair and not permit waste upon the property. The Seller shall pay taxes, insurance and utilities during this period. The Buyer shall have free access to the lands during this period and reasonable access to the buildings. The Seller shall be permitted to remove all personal property from the said property either during this period or upon vacating the property. These provisions, where applicable, shall not lapse or merge on completion of this transaction.

 

DEV-­‐9 Services – Warranty

The Seller warrants that municipal services to the subject property include __________ and ______________________________ are available for use by the Buyer, Buyer to pay any usual connection charges.

 

 

DOCKS / BOATHOUSES

DOCKS-­‐1 Condition – Docks/BoatHouses (Including Reference to Conservation and/or Canal Authorities)

This Offer is conditional upon the Buyer determining, at the Buyer’s own expense, that the [boathouse, dock, pier, etc.], used in conjunction with the property, and passing to the Buyer on completion, [has/have] received all necessary approvals and permits from the Ministry of Natural Resources, the Federal Government under the Navigable Waters Protection Act, Canada, from [insert appropriate conservation or canal authority as required], and from all other relevant authorities. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. This condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

DOCKS-­‐2 Docks/Boathouses – Warranty (Including Reference to Conservation and/or Canal Authorities)

The Seller represents and warrants to the best of his knowledge and belief that the [boathouse, dock, pier, etc.], used in conjunction with the property, and passing to the Buyer on completion,= [has/have] received all necessary approvals and permits from the Ministry of Natural Resources, the Federal Government under the Navigable Waters Protection Act, Canada, from [insert appropriate conservation or canal authority as required], and from all other relevant authorities. The Parties agree that these representations and warranties shall survive and not merge on completion of this transaction, but apply only to those circumstances existing at completion of this transaction.

 

ELECTRONIC

ELEC-­‐1 Electronic Signature

“The parties hereto consent and agree to the use of electronic signature pursuant to the Electronic Commerce Act 2000, S.O. 2000, c17 as amended from time to time with respect to this Agreement and any other documents respecting this transaction.”

 

ENVIRONMENTAL

ENV-­‐1 Condition – All Environmental Laws Complied With

This Offer is conditional upon the Buyer determining, at the Buyer’s 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 Orders, investigation, charges or prosecutions respecting Environmental matters exist, there has been no prior use as a waste disposal site, and all applicable licences are in force. The Seller agrees to provide to the Buyer upon request, all documents, records, and reports relating to environmental matters in possession of the Seller. The Seller further authorizes (insert appropriate Ministry), to release to the Buyer, the Buyer’s Representative or Solicitor, any and all information that may be on record in the Ministry office with respect to the said property. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. This condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

ENV-­‐2 Condition – Endangered Species

This Offer is conditional upon the Buyer determining, at the Buyer’s own expense, that the property does not contain a habitat or critical habitat as defined in the Species at Risk Act, SC 2002, C29, nor a habitat as defined in the Endangered Species Act, 2007 S.O. 2007, C6. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. This condition is included for the benefit of the Buyer and maybe waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

ENV-­‐3 Condition – Environmental Legislation – Lawyer’s Approval and Acknowledgement

This Offer is conditional upon the approval of the terms hereof by the Buyer’s Solicitor. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. This condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein. The Buyer and Seller hereby acknowledge that enactments and proposed enactments by the Federal, Provincial and Municipal Governments may have an impact on the use of land. The Buyer and Seller hereby acknowledge that the foregoing condition is inserted specifically to allow the Buyer to obtain legal advice as to the potential impact of Federal, Provincial and Municipal laws and enactments and Regulations made thereto that may affect the subject property, presently or in the immediate future. The Buyer and Seller further acknowledge that such opinions fall outside the qualifications and ability of the Brokerage and accordingly, the Buyer and Seller hereby agree that they shall hold harmless and indemnify the Brokerage from any claims, actions or causes of action that may be the result of such Legislation or future enactments.

 

ENV-­‐4 Condition – Environmentally Protected Zone, Flood Plain, Hazard Land

This Offer is conditional upon the Buyer determining, at the Buyer’s own expense, that no portion of the property has been designated as hazard land, flood plain, or an environmentally protected zone. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. This condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

ENV-­‐5 Condition – Oil Tank – Aboveground or Underground

This Agreement is conditional upon the Buyer obtaining a report from a fuel oil distributor registered under the Technical Standards and Safety Act, 2002, and any Regulations thereto as amended from time to time stating the tank system in, on or about the property is in a safe operating condition and complies with the requirements of the Technical Standards and Safety Act, 2002, and any Regulations thereto as amended from time to Seller agrees to allow access to the property by the fuel oil distributor for purpose of obtaining a report. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto not later than _____ p.m. on the _____ day of __________, 20_____, that this condition has been fulfilled, this Offer shall be null and void and the deposit shall be returned to the Buyer in full without deduction. This condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

ENV-­‐6 Agricultural Activities Acknowledgement

The Buyer acknowledges that the property lies within, partially within, adjacent to or within two kilometres of an area zoned, used or identified for agricultural and food production activities and that such activities occur in the area. These activities may include intensive operations that cause discomfort and inconveniences that involve, but not limited to dust, noise, flies, light, odour, smoke, traffic, vibration, operating of machinery during any 24 hour period, storage and utilization of manure and the application by spraying or otherwise of chemical fertilizers, soil amendments, herbicides and pesticides. One or more of these inconveniences have protection in Ontario under the Farming and Food Production Protection Act.

 

ENV-­‐7 Endangered Species – Acknowledgement

The Buyer acknowledges that the property may contain a habitat or critical habitat as defined in the Species at Risk Act, SC 2002, C29, and/or a habitat as defined in the Endangered Species Act, 2007 S.O. 2007, C6.

 

ENV-­‐8 Environmental Issues – Release of Documents from Appropriate Ministries

The Seller authorizes the [insert appropriate Ministry], to release to the Buyer, or the Buyer’s Representative or Solicitor, any and all information that may be on record in the Ministry’s office with respect to the said property.

 

ENV-­‐9 Environmental Warranty – All Laws Complied With

The Seller represents and warrants to the best of the Seller’s knowledge and belief that during the period of his ownership of the property, 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 Orders, investigations, charges or prosecutions regarding Environmental matters exist, there has been no prior use as a waste disposal site, and all applicable licences are in force. The Seller agrees to provide to the Buyer upon request, all documents, records, and reports relating to environmental matters that are in the possession of the Seller. The Seller further authorizes (insert appropriate Ministry), to release to the Buyer, the Buyer’s Agent or Solicitor, 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 completion of this transaction.

 

ENV-­‐10 Growth or Manufacture of Illegal Substances – Acknowledgement

The Buyer acknowledges that the use of the property and buildings and structures thereon may have been for the growth or manufacture of illegal substances and acknowledges that the Seller makes no representations and/or warranties with respect to the state of repair of the premises and the Buyer accepts the property and the buildings and structures thereon in their present state and in an “as is” condition.

 

ENV-­‐11 No Growth or Manufacture of Illegal Substances – Warranty

The Seller represents and warrants that during the time the Seller has owned the property, the use of the property and the buildings and structures thereon has not been for the growth or manufacture of any illegal substances, and that to the best of the Seller’s knowledge and belief, the use of the property and the buildings and structures thereon has never been for the growth or manufacture of illegal substances. This warranty shall survive and not merge on the completion of this transaction.

 

ENV-­‐12 Underground Tank – Compliance Warranty

The Seller represents and warrants that the fuel oil tank in, on or about the property is in compliance with the requirements of the Technical Standards and Safety Act, 2002, and any Regulations thereto as amended from time to time and has been registered with the Technical Standards and Safety Authority. Seller agrees to provide Buyer with the Registration number and all relevant documents prior to closing. This warranty shall survive and not merge upon the completion of this transaction.

 

ENV-­‐ 13 Underground Tank – Seller Has Removed

The Buyer acknowledges that there was an underground fuel tank on the property that has been removed and the Seller agrees to provide to the Buyer at the Seller’s own expense by no later than _____ p.m. on the _____ day of __________, 20_____, evidence that a contractor registered under the Technical Standards and Safety Act, 2002, and any Regulations thereto as amended from time to time, has removed the said fuel oil tank, assessed the soil surrounding the underground fuel oil tank for contamination and cleaned and removed any contamination.

 

ENV-­‐14 Underground Tank – Seller to Remove

The Seller agrees that the Seller will, at the Seller’s expense, have the underground fuel oil tank on the property removed from the property by a contractor registered under the Technical Standards and Safety Act, 2002, and any Regulations thereto as amended from time to time by no later than _____ p.m. on the _____ day of __________, 20_____, and thereafter to have the soil surrounding the underground fuel oil tank assessed for contamination and any contamination cleaned and removed by a contractor registered under the Technical Standards and Safety Act, 2002, and any Regulations thereto as amended from time to time, and on or before closing to provide evidence of the said testing, cleaning and removal from the said contractor and to restore the grading and landscaping on the property to the existing or a comparable condition to which it was prior to the removal of the said fuel oil tank.

 

 

FRANCHISE

FRANCH-­‐1 Condition for Buyer to approve documentation

This offer is conditional upon the Buyer reviewing the terms of any agreements, contracts, between the Seller and _________________(“Franchisor”) with respect to the purchase of the business and finding such terms to be satisfactory to the Buyer in the Buyer’s sole and absolute discretion. The Seller will provide copies of such Franchise Agreement within _____ days of acceptance of this offer. Unless the Buyer gives notice in writing to the Seller personally or in accordance with any other provisions for delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto not later than 5 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 Buyer in full without deduction. This condition is included for the sole benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

FRANCH-­‐2 Condition for Buyer to be approved

This offer is conditional upon the Buyer being approved by _______________(“Franchisor”) with respect to the purchase of the business and the assumption of any agreements or contracts between the Seller and the Franchisor. Unless the Buyer gives notice in writing to the Seller personally or in accordance with any other provisions for delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto not later than 5 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 Buyer in full without deduction.

 

 

FUEL TANK

FUEL-­‐1 Fuel Tank Adjustment Acknowledgment Clause

The Seller and the Buyer agree that there shall be no adjustment on completion for the unmetered cost of fuel.

 

GREEN ENERGY

GREEN-­‐1 Condition – MicroFIT Contract

This offer is conditional upon the Buyer reviewing all requisite documentation relating to the Seller’s MicroFIT contract with the Ontario Power Authority and determining the terms of the contract are satisfactory to the Buyer in the Buyer’s sole and absolute discretion. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto not later than _____ p.m. on the _____ day of __________, 20_____, that this condition is fulfilled, this offer shall become null and void and the deposit shall be returned to the Buyer in full without deduction. This condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein. The Seller agrees to provide the Buyer with a copy of the requisite documentation within _____ days of the acceptance of this offer.

 

GREEN-­‐2 Acknowledgement – MicroFIT Contract

The Buyer acknowledges the Buyer has reviewed all requisite documents relating to the Seller’s

MicroFIT contract with the Ontario Power Authority and understands the Buyer must take the necessary steps to obtain the assignment of the contract to the Buyer, and understands that failure to obtain the required assignment will result in termination of the MicroFIT contract.

 

GREEN-­‐3 Decommissioning Renewable Energy Facility

The Buyer acknowledges that any decommissioning of the renewable energy facility will require that all governmental, legislative and contractual requirements must be complied with at the expense of the property owner, and may include, without limitation, the requirements that the facility must be dismantled and removed, the site and any lands and water negatively affected by the facility must be restored to and left in a safe and clean condition.

 

GREEN-­‐4 Renewable Energy Projects

The Buyer acknowledges and accepts that the subject property is located in an area where renewable energy producing equipment is proposed or already in operation, including, but not limited to Wind Turbines and Solar Energy Collectors.

 

GREEN-­‐5 Wind Turbines – Warranty

The Seller represents and warrants to the Buyer that to the best of the Seller’s knowledge and belief there are no wind turbine(s) installed or proposed to be installed within ____________________ of the boundaries of the subject property. The parties agree that this representation and warranty shall survive and not merge on completion of this transaction.

Caution: The topic of Green Energy and Renewable Energy can be very complicated and Members must be prepared to create specific clauses to deal with unique circumstances, as

required.

Note: Members should also be aware that Renewable Energy installations can affect the insurability of a property and clauses may be required to verify the insurability of a property and the costs of insurance.

 

HERITAGE

HERIT-­‐1 Ontario Heritage Act Designation

The parties hereto acknowledge that the subject property is/may be designated as a Heritage Property and is subject to the provisions of the Ontario Heritage Act, 1974. The Buyer acknowledges that the Seller has made this disclosure. The Buyer accepts the property with this designation and agrees to continue with this transaction.

 

HST

NOTE 1: HST is applicable to new properties, substantially renovated properties, properties where input tax credits have been claimed.

 

NOTE 2: The sale of large parcels of land and vacant land can be subject to capital gains and/or HST. This can depend upon present and future use, who is selling, and who is buying.

 

EXPERT ADVICE SHOULD BE SOUGHT.

 

HST-­‐1

HST Buyer is Registrant (Commercial Component)

The Buyer shall deliver to the Seller on closing:

  1. A statutory declaration that the Buyer is a registrant within the meaning of Part IX of the Excise Tax Act of Canada (the “Act”) and that the Buyer’s registration is in full force and effect;
  2. Reasonable evidence of the Buyer’s registration under the Act; and
  3. An undertaking by the Buyer to remit any tax eligible under the Act in respect of this transaction and to indemnify the Seller against all loss, costs and damages resulting from the Buyer’s failure to do so.

 

INSPECTION OF PROPERTY

INSP-­‐1 Condition – Inspection of Property by a Home  Inspector – General Inspection

This Offer is conditional upon the inspection of the subject property by a home inspector at the Buyer’s own expense, and the obtaining of a report satisfactory to the Buyer in the Buyer’s sole and absolute discretion. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. The Seller 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 Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

INSP-­‐2 Condition – Inspection of Property by a Home Inspector – General Inspection – Condo

This Offer is conditional upon the inspection of the unit and common elements by a home inspector at the Buyer’s own expense and the obtaining of a report satisfactory to the Buyer in the Buyer’s sole and absolute discretion. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. The Seller agrees to co-­operate in providing access to the unit for the purpose of this inspection. This condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

INSP — 3 Condition – Inspection of Property – Limited Inspection

This Offer is conditional upon the Buyer, at the Buyer’s own expense, having the relevant building(s) inspected by a bona fide home inspection firm to determine that the building(s) are in sound structural and mechanical condition and that the electrical system is safe and adequate, and that, in the written opinion of the home inspection firm, all deficiencies can be remedied at a cost not greater than ____________________ ($ __________). Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. The Seller agrees to co­‐operate in providing access to the property for the purpose of this inspection. The Seller agrees this condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

INSP-­‐4 Condition – Inspection of Property – Seller Allowed to Remedy

This Offer is conditional upon the inspection of the subject property by a home inspector at the Buyer’s own expense and the obtaining of a report satisfactory to the Buyer or, if not satisfactory to the Buyer, a report revealing deficiencies in the property which the Seller is willing and able to remedy. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. The Seller 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 Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

INSP-­‐5 Condition – Inspection -­‐ Seller Allowed to Remedy – Condo

This Offer is conditional upon the inspection of the subject unit by a home inspector at the Buyer’s own expense and the obtaining of a report satisfactory to the Buyer or, if not satisfactory to the Buyer, a report revealing deficiencies in the unit which the Seller is willing and able to remedy. Unless the Buyer gives notice in writing to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. The Seller agrees this condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

INSP-­‐6 Condition – Inspection of Property – Termites

This Offer is conditional upon the Buyer or the Buyer’s appointed representative inspecting the subject property for termites and obtaining a report satisfactory to the Buyer at the Buyer’s own expense. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. The Seller 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 Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

INSP-­‐7 Condition – Inspection of Property – Third Party

This Offer is conditional upon the inspection of the subject property by _______________ and the obtaining of a report satisfactory to the Buyer at the Buyer’s own expense. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. The Seller 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 Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

INSP-­‐8 Condition – Inspection of Property by a Third Party – Condo

This Offer is conditional upon the inspection of the unit and common elements by _______________ and the obtaining of a report satisfactory to the Buyer at the Buyer’s own expense. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. The Seller agrees to co-­operate in providing access to the unit for the purpose of this inspection. This condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

INSP-­‐9 Condition — Retrofit Inspection of Property Fire — General Inspection

This Offer is conditional upon the inspection of the subject property at the Buyer’s own expense, and the obtaining of a report satisfactory to the Buyer in the Buyer’s sole and absolute discretion respecting retrofitting pursuant to and in compliance with the Fire Protection and Prevention Act, 1997, and its regulations as amended from time to time. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. The Seller 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 Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

INSP-­‐10 Condition — Retrofit Inspection of Property Electricity — General Inspection

This Offer is conditional upon the inspection of the subject property at the Buyer’s own expense, and the obtaining of a report satisfactory to the Buyer in the Buyer’s sole and absolute discretion respecting retrofitting pursuant to and in compliance with the Electricity Act, 1998, and its regulations as amended from time to time. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. The Seller 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 Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

NOTE: Both conditions, INSP-­‐9 and INSP-­‐10, are required to be fulfilled for a Retrofit Certificate of Compliance.

 

INSP-­‐11 Condition — WETT Inspection

This offer is conditional upon the Buyer obtaining at the Buyer’s expense a Wood Energy Technology Transfer (WETT) inspection, and obtaining a report satisfactory to the Buyer in the Buyer’s sole and absolute discretion. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. The Seller 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 Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

INSP-­‐12 Delivery of Report

In the event the foregoing condition is not fulfilled or waived by the Buyer, the Buyer agrees to provide the Seller with a true copy of the Inspection Report and all estimates related thereto prior to the return of the deposit herein.

 

INSP-­‐13 Inspection of Systems

Upon acceptance of this Offer, the Buyer shall be allowed to enter the premises, from time to time, after permission from the Seller, for the purpose of obtaining information about heating and electrical systems, maintenance, and any other related utility service for the building.

 

INSP-­‐14 Right of inspection Prior to Completion

The Buyer shall have the right to inspect the property prior to completion for the purpose of inspection for (e.g. financing, insurance, estimate(s) from contractor(s) etc.) to a maximum of _____ time(s), at a mutually agreed upon time(s). The Seller agrees to provide access to the property for the purpose of the inspection(s).

 

INSP-­‐15 Right of Re‐inspection Prior to Completion

The Buyer shall have the right to inspect the property one further time prior to completion, at a mutually agreed upon time, provided that written notice is given to the Seller. The Seller agrees to provide access to the property for the purpose of this inspection.

 

INSP-­‐16 Seller’s Consent for Photos/Videos

The Seller(s) acknowledge(s) and consent(s) to a third party taking photographs/videos of the property as required for the purpose of an inspection with respect to the above.

NOTE: This clause may be added to an inspection condition (e.g., appraisal, home inspection, when there is an expectation that photos/videos will be taken by the third party).

 

INSURANCE

INSUR-­‐1 Condition – Arranging Insurance

This offer is conditional on the Buyer arranging insurance for the property satisfactory to the Buyer in the Buyer’s sole and absolute discretion. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. The Seller agrees to co‐operate in providing access to the property, if necessary, for any inspection of the property required for the fulfillment of this condition. This condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

NOTE: Due to the nature of this clause, a short time frame should be chosen for this condition.

 

INSUR-­‐2 Condition – Arranging Insurance – Cost Not to Exceed

This offer is conditional upon the Buyer arranging insurance on the property for the following named perils: ________________________________________________________ at a yearly cost not to exceed ___________________________________________________, excluding applicable taxes. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. The Seller agrees to co-­operate in providing access to the property, if necessary, for any inspection of the property required for the fulfillment of this condition. This condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

KITEC / PLUMBING

KIT-­‐1 Seller Warrants and Represents – No Kitec Plumbing on Property

The Seller represents and warrants to the Buyer that during the time the Seller owned the property, the Seller has not installed in any building on the property Kitec plumbing, any fittings for Kitec plumbing nor any Kitec Plumbing Systems (“Kitec”) and that to the best of the undersigned’s knowledge, no building on the property contains or has ever contained Kitec. This representation and warranty shall survive and not merge on the completion of the above transaction, and if the building is part of a multiple unit building, this warranty shall only apply to the part of the building, which is subject to this transaction.

 

KIT-­‐2 Buyer Acknowledges – Kitec Plumbing on Property

The Buyer acknowledges that the property and buildings and structures has had installed therein or thereon Kitec plumbing, fittings for Kitec plumbing or Kitec Plumbing Systems (“Kitec”) and acknowledges that the Seller makes no representations and/or warranties with respect to the state of repair of the premises respecting the said Kitec and the Buyer accepts the property and the buildings and structures thereon in their present state and in an “as is” condition.

 

LANDLEASE

LAND/LSE-­‐1 Condition – Landlease – Landlord’s Approval

This Offer is conditional upon the Landlord consenting to the assignment of the landlease to the Buyer. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. The Buyer hereby agrees to proceed immediately to make an application and provide such material as may be required by the Landlord for approval of the Buyer as Tenant.

NOTE: This clause is a true Condition Precedent and neither a Seller nor a Buyer is entitled to waive this  condition.

 

LAND/LSE-­‐2 Landlease – Buyer to Assume

The Seller agrees to assign, and the Buyer agrees to assume, the existing land lease on the property, with [insert name of Tenant], a copy of which is attached as Schedule “_____”.

NOTE: See also LAND/LSE-­‐3 Option to Purchase and LAND/LSE-­‐1 Condition – Landlease – Landlord’s Approval.

 

LAND/LSE-­‐3 Landlease – Option to Purchase

During the currency of this landlease, the Buyer shall have the option of purchasing the land for a sum of ____________________ ($ __________), which is not included in the above purchase price.

NOTE: See also LAND/LSE-­‐2 Buyer to Assume and LAND/LSE-­‐1 Condition – Landlease – Landlord’s Approval.

 

 

LAWYER’S APPROVAL

LAW-­‐1 Condition – Lawyer’s Approval – Buyer

This Offer is conditional upon the approval of the terms hereof by the Buyer’s Solicitor. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. This condition is included for the benefit of Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.

 

LAW-­‐2 Condition – Lawyer’s Approval – Seller

This Offer is conditional upon the approval of the terms hereof by the Seller’s Solicitor. Unless the Seller gives notice in writing delivered to the Buyer or to the Buyer’s address as hereinafter indicated personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 Buyer in full without deduction. This condition is included for the benefit of Seller and may be waived at the Seller’s sole option by notice in writing to the Buyer as aforesaid within the time period stated herein.

 

LAW-­‐3 Legal, Accounting or Environmental Advice

The Parties to this Agreement acknowledge that the real estate Broker(s) so named in this Agreement has recommended that the Parties obtain independent professional advice prior to signing this document. The Parties further acknowledge that no information provided by such real estate Broker(s) is to be construed as legal, tax or environmental advice.

 

LEASE APPROVAL

LEASE/APP-­‐1 Condition – Buyer’s Right to Review Leases (Condition Subsequent)

Upon acceptance of this Offer, the Seller agrees to provide the Buyer with copies of all leases on the property. Upon review by the Buyer, if the terms of said leases are unacceptable to the Buyer, in the Buyer’s sole and absolute discretion, the Buyer shall have the right to terminate this Agreement by notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto not later than _____ p.m. on the _____day of __________, 20_____, and the deposit shall be returned to the Buyer in full without deduction.

 

LEASE/APP-­‐2 Condition – Inspection of Leases and Real Property (Condition Subsequent)

This Agreement is conditional upon the Buyer inspecting and approving the real property, the

Leases (or Offers to Lease if no Leases are available), and improvements. Unless the Buyer notifies the Seller in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto not later than _____ p.m. on the _____ day of __________, 20_____, that the Buyer is not satisfied with any of the above inspections, the Buyer shall be deemed to have waived this condition and this Agreement shall remain valid and binding. The Seller agrees to:

  1. Supply the Buyer not later than _____ p.m. on the _____ day of __________, 20_____, with all Leases and/or Offers to Lease which are in force at the time of acceptance of this Offer and a set of “as built” building plans for the development of the site (if such are in its possession);
  2. Allow the Buyer, its agents and employees, to inspect the land and improvements at mutually convenient time or times; and
  3. Authorize all governmental and other authorities having jurisdiction over the real property to release to the Buyer all information such authorities have on file respecting the property.

 

Should the Buyer hire agents, the cost and responsibility of such work shall be for the account of the Buyer. The Buyer covenants and agrees to restore the property forthwith after inspection to its pre­‐existing physical condition prior to the time of the first such inspection. If the Buyer is not satisfied with the results of the Buyer’s inspection, the Buyer shall so notify the Seller, who may elect to remedy such results. If the Seller does not remedy such results to the satisfaction of the Buyer, the Buyer may terminate this Agreement by notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto not later than _____ p.m. on the _____ day of __________, 20_____, and the deposit shall be returned to the Buyer in full without deduction.

The Buyer agrees to treat the results of such inspections in a strictly confidential manner and not to disclose the results to a third party except where required by law. There shall be no compulsory requirement to disclose the result to the Seller.

 

LEASE / COMMERCIAL

LEASE/COMM-­‐1 Condition – Approval from Board of Directors – Landlord

This Offer is conditional upon the approval of the terms hereof by the Landlord’s Board of Directors. Unless the Landlord gives notice in writing delivered to the Tenant personally or in accordance with any other provisions for the delivery of notice in this Agreement to Lease or any Schedule thereto 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 Tenant in full without deduction.

 

NOTE: This Clause is a true condition precedent and neither Landlord nor Tenant is entitled to waive this condition.

 

LEASE/COMM-­‐2 Condition – Approval from Board of Directors – Tenant

This Offer is conditional upon the approval of the terms hereof by the Tenant’s Board of Directors. Unless the Tenant gives notice in writing delivered to the Landlord personally or in accordance with any other provisions for the delivery of notice in this Agreement to Lease or any Schedule thereto 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 Tenant in full without deduction.

NOTE: This Clause is a true condition precedent and neither Landlord nor Tenant is entitled to waive this condition.

 

LEASE/COMM-­‐3 Condition – Financial Covenant of Tenant (Condition Subsequent)

The Landlord shall have until not later than _____ p.m. on the _____ day of __________, 20_____, to verify that the financial covenant of the Tenant is satisfactory to the Landlord. If the Tenant’s covenant is not acceptable to the Landlord, the Landlord may terminate this Agreement by notice in writing delivered to the Tenant personally or in accordance with any other provisions for the delivery of notice in this Agreement to Lease or any Schedule thereto within the time period stated above and the Tenant’s deposit shall be returned in full without deduction.

 

LEASE/COMM-­‐4 Condition – Lawyer’s Approval – Landlord

This Offer is conditional upon the approval of the terms hereof by the Landlord’s Solicitor. Unless the Landlord gives notice in writing delivered to the Tenant personally or in accordance with any other provisions for the delivery of notice in this Agreement to Lease or any Schedule thereto 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 Tenant in full without deduction. This condition is included for the benefit of the Landlord and may be waived at the Landlord’s sole option by notice in writing to the Tenant as aforesaid within the time period stated herein.

 

LEASE/COMM-­‐5 Condition – Lawyer’s Approval – Tenant

This Offer is conditional upon the approval of the terms hereof by the Tenant’s Solicitor. Unless the Tenant gives notice in writing delivered to the Landlord personally or in accordance with any other provisions for the delivery of notice in this Agreement to Lease or any Schedule thereto 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 Tenant in full without deduction. This condition is included for the benefit of the Tenant and may be waived at the Tenant’s sole option by notice in writing to the Landlord as aforesaid within the time period stated herein.

 

LEASE/COMM-­‐6 Condition – Occupancy Permit (Condition Subsequent)

The Tenant shall obtain an occupancy permit from the relevant municipality prior to taking occupancy. If the Tenant gives notice in writing delivered to the Landlord personally or in accordance with any other provisions for the delivery of notice in this Agreement to Lease or any Schedule thereto not later than _____ p.m. on the _____ day of__________, 20_____, that an occupancy permit is not obtainable prior to the date set for occupancy, this Agreement, and the Lease, if signed, shall be terminated and the Tenant’s deposit shall be returned in full without deduction. The Landlord agrees to provide the Tenant with all of the plans and drawings required for said permit, at the Landlord’s expense.

 

LEASE/COMM-­‐7 Condition – Zoning Satisfaction (Condition Subsequent)

The Tenant shall have until not later than _____ p.m. on the _____ day of __________, 20_____, to satisfy itself that the property is zoned in final and binding form under the relevant zoning bylaws and official plan to permit it to develop or use the property for the purpose of ____________________. If the Tenant is not so satisfied at the Tenant’s sole and arbitrary discretion, the Tenant may terminate this Agreement by notice in writing delivered to the Landlord personally or in accordance with any other provisions for the delivery of notice in this Agreement to Lease or any Schedule thereto within the time period stated above and the deposit shall be returned to the Tenant in full without deduction.

 

LEASE/COMM-­‐8 Agreement to Sign Lease

Prior to the Tenant taking possession of the demised premises, the parties shall execute the Lease in the form attached hereto, as Schedule “_____” of the Agreement to Lease.

 

LEASE/COMM-­‐9 Alterations and Improvements

The Tenant may make any necessary alterations and improvements to said premises, at the Tenant’s own expense, subject to the Landlord’s written consent, and such consent shall not be unreasonably withheld. The Tenant may, however, make any necessary minor internal improvements to said premises, at the Tenant’s own expense, without the Landlord’s consent and in compliance with all applicable governmental bylaws and codes governing the use of the demised premises.

 

LEASE/COMM-­‐10 Arbitration

All disputes or differences arising in regard to the contract shall be settled by arbitration in accordance with the Arbitration Act of Ontario, 1991, or any subsequent legislation in effect at the date of commencement of such arbitration.

NOTE: Care must be taken not to create a conflict with this clause and clauses providing for settlement of disputes or differences by alternate means.

 

LEASE/COMM-­‐11 Area Defined

The Landlord and Tenant agree that the rentable area of the leased premises is about _____ square feet, with the actual area to be adjusted accordingly, should the actual measurement differ. The area shall be measured by using the current Building Owners and Managers Association Standards.

 

LEASE/COMM-­‐12 Area Measurement

The Landlord and the Tenant agree that, should the actual square footage differ from the area stated herein, the annual rental rate shall be adjusted to reflect the actual square footage of the demised premises.

 

LEASE/COMM-­‐13 Assign or Sub-­lease

The Lease shall contain a clause permitting the Tenant to assign or sub‐lease the demised premises, in whole or part, at any time or times, with consent of the Landlord, and such consent shall not be unreasonably withheld or delayed. Provided that consent as aforesaid shall be required if the Tenant is a corporation and there has been a change of control in the corporation, notwithstanding, the Tenant shall remain on covenant.

 

LEASE/COMM-­‐14 Assignment – Approval by Landlord

The Tenant shall have the right to assign its interests under this Lease to a limited company, partnership, or person. The Tenant agrees to send written notice to the Landlord of its intention to assign to the Landlord and obtain the Landlord’s written approval prior to any assignment. Such approval shall not be arbitrarily or unreasonably withheld or delayed.

 

LEASE/COMM-­‐15 Assignment Without Approval

It is understood and agreed between the Parties that the Tenant may assign the Lease to an individual, company, partnership or joint venture in which it has a financial interest without consent of the Landlord, provided that the Tenant shall not be relieved of any liability under this Agreement.

 

LEASE/COMM-­‐16 Chemicals – Compliance with Regulations

The Tenant’s use of the premises is to comply with all requirements of the municipal zoning bylaws, the requirements of the Ministry of the Environment and the rules and regulations of the

Environmental Protection Act and any amendments thereto. The Tenant agrees to indemnify and hold harmless the Landlord from and against any claims, demands, losses, costs, damages, actions, suits or proceedings which may be brought or commenced by anyone or any group including any environmental agency or group as a result of the Tenant’s use of the premises or any breach by the Tenant of any rules, bylaws, and regulations. The Tenant warrants that no noxious or environmentally unfriendly chemicals or products shall be allowed to enter the drains throughout the lease term, and upon vacating the premises, no such chemicals or products shall be left on the premises.

 

LEASE/COMM-­‐17 Compliance with Bylaws and Codes

The Tenant covenants to comply with all applicable governmental bylaws and codes governing the use of the demised premises.

 

LEASE/COMM-­‐18 Confidentiality

The Tenant hereby covenants and agrees that the contents, terms and conditions of this Agreement and the Lease to be executed shall be kept strictly confidential. It is understood that the Tenant will not, without written permission of the Landlord, discuss or reveal the terms of this Agreement with other Parties including, but not limited to other tenants, prospective tenants, real estate agents, suppliers or customers, save and except for the legal and financial advisors of the Tenant.

 

LEASE/COMM-­‐19 Contractors to be Used

The Landlord may require that all mechanical, electrical, roofing and structural work to be done with respect to the leased premises, by the Tenant at any time, be carried out by the Landlord’s contractors and employees at the Tenant’s costs, such costs to be competitive with the prices obtained by the Tenant from its contractors.

 

LEASE/COMM-­‐20 Demolition Clause

At any time after the _____ day of __________, 20_____, should the Landlord undertake to proceed with full or partial demolition of the building, then upon_____ full calendar months written notice from the Landlord to the Tenant, of the Landlord’s undertaking to demolish, the Tenant agrees to vacate the premises, and surrender the unexpired portion of the term, at the expiry of the above notice period. Upon surrender of the premises, the Landlord shall pay to the Tenant by way of compensation for improvements an amount standing in the same proportion to the cost to the Tenant of leasehold improvements made by the Tenant pursuant to the provisions of the Lease or with the consent of the Landlord as the unexpired portion of the term stands to the period of time from the Tenant’s payment of such cost to the end of the unexpired portion of the term.

 

LEASE/COMM-­‐21 Early Occupancy – Gross Rent Free

It is understood and agreed that, provided a formal lease has been executed by both the Landlord and the Tenant, and upon Tenant providing evidence of Tenant’s insurance satisfactory to the Landlord, the Tenant shall be granted possession of the demised premises on the _____ day of __________, 20_____, gross rent free to the Lease Commencement Date, in order to prepare the premises for the operation of its business, provided that, during the said rent­‐free period, the Tenant shall comply with all the terms and conditions of the lease.

NOTE: This Clause should be used in conjunction with an Insurance Clause specifically outlining insurance requirements.

 

LEASE/COMM-­‐22 Early Occupancy – Net Rent Free

It is understood and agreed that, provided a formal lease has been executed by both the Landlord and the Tenant, and upon Tenant providing evidence of Tenant’s insurance satisfactory to the Landlord, the Tenant shall be granted possession of the demised premises on the_____ day of__________, 20_____, net rent free to the Lease Commencement Date, in order to prepare the premises for the operation of its business, provided that, during the said rent­‐free period, the Tenant shall comply with all the terms and conditions of the lease, and be responsible for the Tenant’s proportionate share of all expenses of the property, save and except for payment of minimum rent.

 

LEASE/COMM-­‐23 Electrical and Mechanical Equipment in Good Working Order

The Landlord warrants that all  mechanical, heating, ventilating, air conditioning equipment (HVAC), and electrical equipment will be in good working order, normal wear and tear excepted, on or before the occupancy date set herein.

 

LEASE/COMM-­‐24 Entire Agreement

It is understood and agreed that the contract resulting from the acceptance of this Offer shall be as expressly set out herein and in the schedules attached hereto and, except as expressly set out herein and in the attached schedules hereto, there are no collateral or other representations, warranties, conditions or agreements between the Landlord and Tenant, and none shall be implied.

 

LEASE/COMM-­‐25 Escalation Clause for Property Taxes

The Tenant shall pay its proportionate share of any increase in property taxes and local improvement levies over the base year of 20_____.

 

LEASE/COMM-­‐26 First Right of Refusal on Vacant Space – Lease

The Tenant shall have the first right of refusal on adjacent space if and when such space becomes available. In the event that the Landlord receives an Offer which it finds acceptable, it shall so notify the Tenant in writing, and the Tenant shall have 7 hours to match the Offer, by notice in writing delivered to the Landlord, failing which the Tenant shall have lost its first right of refusal. For purposes herein, adjacent space shall be deemed to be space on the first floor above, the first floor below, and/or adjoining space on the same floor as the subject unit.

LEASE/COMM-­‐27 First Right of Refusal to Purchase

The Landlord covenants and agrees with the Tenant that, during the term of the lease or any renewal thereof, the Landlord will give the Tenant three (3) business days to submit an Offer upon the same terms and conditions as any bona fide Offer to purchase the leased property that the Landlord has received and is willing to accept, and any Lease executed by the Landlord and Tenant shall include this first right of refusal. The Landlord shall give the Tenant written notice of such bona fide Offer and a copy of such Offer to the Tenant. In the event that the Tenant submits to the Landlord, within the time period described above, a written and signed Offer to purchase the property upon the same terms and conditions as the Offer initially received by the Landlord, the Landlord shall accept the Offer submitted by the Tenant. In the event that the Tenant fails to deliver to the Landlord, within the time limit described above, a written and signed Offer to purchase the property on the same terms and conditions as the initial Offer, the Landlord shall be at liberty to sell the property to the Buyer who submitted the initial Offer. Should the Tenant exercise the said first right of refusal, the Landlord agrees to pay the Agents so named in this Agreement, (or their successor companies) a fee of __________.

 

LEASE/COMM-­‐28 Gross Lease

It is agreed that the lease arising from this Offer shall be based on a rental rate which includes the Landlord paying realty taxes, outside maintenance, building insurance, heat, hydro and water rates that pertain to the subject leased premises.

 

LEASE/COMM-­‐29 Gross Lease with Escalations

It is understood and agreed that any lease arising from this Offer shall be based on a rental rate which shall include the Tenant’s proportionate share of realty taxes, outside maintenance, building insurance, heat, hydro, water rates, and management fees, if any. All inclusions have a base year of 20_____, and are subject to yearly adjustments according to actual increases. Such increases above the base year shall be paid proportionately by the Tenant.

 

LEASE/COMM-­‐30 HST – Lease

The Tenant acknowledges that HST will be collectable by the Landlord on the rent paid and on common area expenses as defined herein.

 

LEASE/COMM-­‐31 Guarantor

The obligations created by the Tenant so named herein shall be jointly and severally assumed by the guarantor, whose name is identified at the end of this Agreement, and the guarantor agrees to be bound by the terms herein. In the enforcement of its rights under this guarantee, the Landlord may proceed against the guarantor as if the guarantor were named as Tenant under this Lease.

 

LEASE/COMM-­‐32 Insurance – Tenant to Obtain

The Lease shall contain a clause requiring the Tenant to obtain insurance, at the expense of the Tenant, as required by the Landlord and which may include insurance on the property and operations of the Tenant, including insurance for fire and such additional perils as are normally insured against, liability insurance, boiler and machinery insurance, plate glass insurance and any other insurance as may be reasonably required by the Landlord.

 

LEASE/COMM-­‐33 Lease Cancellation Privilege

The Tenant shall have the option to cancel the Lease at any time during the Lease, provided that the Tenant gives the Landlord at least _____ days written notice of the Tenant’s intention to cancel, and provided that the Tenant is not in default at the time of giving of such notice, or at the time of termination itself. The payment for this option shall be a cancellation fee of __________, payable at the time of giving notice of intention to cancel.

 

LEASE/COMM-­‐34 Lease Form

Attached hereto as Schedule “_____” is a copy of the Landlord’s standard Lease form, which the Landlord will alter to reflect the business terms defined herein, and the Tenant agrees to sign same subject to minor adjustments as negotiated between the Landlord’s and the Tenant’s Solicitors, both acting reasonably. In the event of a difference or contradiction between this Offer and the standard Lease form, the terms of the Lease as so negotiated shall prevail, save for manifest error.

 

LEASE/COMM-­‐35 Net Lease

The rent is to be on an absolutely net basis to the Landlord, and the Tenant agrees to pay as additional rent, its proportionate share of the cost of operation and maintenance for the site, to include but not limited to water, heat, hydro, administrative costs, garbage disposal, realty taxes, outside maintenance and building insurance, (except for structural repairs and items of a capital nature) including all costs of maintaining, repairing, replacing, upkeep, servicing and including, without limiting the generality of the foregoing, other costs and expenses which are defined in the Landlord’s lease. These common area costs are currently estimated to be $ __________ per square foot per year, and will be adjusted annually according to actual costs. At the end of the calendar year the Landlord will itemize the common area costs, should the Tenant so request.

 

LEASE/COMM-­‐36 Option to Purchase

In consideration of the sum of ____________________ ($ __________) paid by the Tenant to the Landlord, the receipt of which is hereby acknowledged, and in consideration of the terms and conditions herein recited, the Landlord gives to the Tenant an option irrevocable within the time limit herein for acceptance, to purchase, free and clear of all encumbrances, the lands and premises situated at ____________________ in the _______________ of _______________ in the _______________of _______________. The option shall be open for acceptance by notice in writing delivered to the Landlord not later than _____ p.m. on the _____ day of __________,

20_____. The terms of the purchase shall be the following: ______________________________.

 

LEASE/COMM-­‐37 Option to Renew – Appraisal

Provided that the Tenant is not in default under the terms of the lease, the Tenant shall have the option to renew said Lease for a further term of __________ (_____) years, on the same terms and conditions, save and except for a further renewal, and the rental rate, which shall be the then current rent for similar location, and on similar lease terms at the time of renewal, provided that the Tenant advises the Landlord in writing __________ (_____) months prior to the end of the term that the Tenant wishes to exercise the Tenant’s option to renew. If the Landlord and Tenant do not agree by one month prior to the end of the term on the rental rate for the renewal term, the matter shall be determined by appraisal. The cost of these appraisals shall be shared equally by Landlord and Tenant. Either the Landlord or the Tenant (the “Notifying Party”) may by notice (the “First Notice”) to the other (the “Other Party”) designate an appraiser. The Other Party may within 10 days following the giving of the First Notice designate a second appraiser by notice (the “Second Notice”) to the Notifying Party, failing which the first appraiser shall be the sole appraiser. Within 10 days following the giving of the Second Notice (if given), the two appraisers shall appoint a third appraiser, failing which either party may apply to a judge of the Ontario Court (General Division) as persona designata to appoint the third appraiser. The sole appraiser, or if there are three appraisers, the three appraisers, independently of each other, shall proceed to determine the fair market rental rate for the renewal term. If there is a sole appraiser, the rate determined by the sole appraiser shall be the rate for the renewal term. If there are three appraisers, the two rental rates determined by the appraisers which are closest to each other in amount shall be averaged, or, if the highest and lowest rate differ from the other rate by the same amount, all three rates shall be averaged, and the average rate shall be the rate for the renewal term. Any appraiser appointed pursuant hereto shall be a person with the qualifications and experience requisite to appraise property of the type and location of the demised premises.

 

LEASE/COMM-­‐38 Option to Renew – Arbitration

Provided that the Tenant is not at any time in default of any covenants within the lease, the Tenant shall be entitled to renew this lease for additional term(s) of __________ (_____) year(s) __________ (_____) month(s) (each) on written notice to the Landlord given not less than __________ months prior to the expiry of the current term at a rental rate to be negotiated. In the event the Landlord and Tenant cannot agree on the fixed minimum rent at least two months prior to expiry of the current lease, the fixed minimum rent for the renewal period shall be determined by arbitration in accordance with the Arbitration Act or any successor or replacement act.

 

LEASE/COMM-­‐39 Parking

The Landlord will provide the Tenant with a minimum of __________ (_____) parking spaces, included in the rent, during the term of the Lease, and the Tenant and the customers, representatives and agents of the Tenant shall have the sole and exclusive right to use these parking spaces set out in Schedule “_____” attached.

 

LEASE/COMM-­‐40 Partitions

It is understood and agreed that the Tenant may utilize the existing partitions in the demised premises and may re-­locate such partitions and build additional partitions, as required by the Tenant.

 

LEASE/COMM-­‐41 Partitions with Approval

The Tenant may build additional partitions, as required, subject to approval by the Landlord, provided that such approval shall not be unreasonably withheld.

 

LEASE/COMM-­‐42 Proportionate Share

The Tenant’s proportionate share of such common area shall be defined as the Tenant’s area defined herein, divided by the total rentable area, expressed as a percentage. For purposes herein, the rentable area is defined as ______________________________ and the Tenant’s Area shall be defined as ______________________________.

 

LEASE/COMM-­‐43 Rent Free Period

Notwithstanding the Lease Commencement Date, the Tenant shall not be obliged to pay minimum rent during the first __________month(s) of the term, provided, however, that the Tenant shall be responsible to pay for all additional rent from the Lease Commencement

Date.

 

LEASE/COMM-­‐44 Rental Amount

The rent paid by the Tenant to the Landlord shall be __________ per annum, paid 1/12 monthly in advance. This rate shall be on a __________ basis to the Landlord.

NOTE: For use when the Clause is not included in the pre­‐printed Agreement to Lease.

 

LEASE/COMM-­‐45 Restoring Premises to Original Condition

The Tenant may, at the Tenant’s own expense, subject to the written approval of the Landlord, install any fittings, fixtures, and partitions that may be necessary for the operation of the Tenant’s business, from time to time during the lease term, provided that upon termination of the lease term or renewal thereof, the Tenant shall, at the option of the Landlord, restore the premises to its original condition, at no cost to the Landlord.

 

LEASE/COMM-­‐46 Shipping and Receiving Access

The Lease shall contain a clause providing that the Tenant shall have full access at all times from ______________________________ for the purpose of shipping and receiving.

 

LEASE/COMM-­‐47 Signs

The Tenant may install in, upon, or about the said premises any signs and advertising material which shall remain the property of the Tenant, which the Tenant may remove upon the expiration of the Lease, provided that all damage caused is repaired and the premises left in good repair. All signs and location(s) are to be approved beforehand in writing by the Landlord (such consent not to be unreasonably withheld) and must conform with all applicable governmental bylaws and codes.

 

LEASE/COMM-­‐48 Space Layout Sketch

The Tenant shall provide the Landlord, within three (3) days of acceptance of this Offer, a layout sketch showing the area that the Landlord is to improve for the Tenant.

 

LEASE/COMM-­‐49 Structural Penetration

It is agreed and understood that no openings may be made in the floors, walls and roof of the demised premises without the prior written consent of the Landlord. Should the Landlord consent to such work, it shall be done and maintained in a professional manner, at the sole cost of the Tenant.

 

LEASE/COMM-­‐50 Use of Common Areas

It is understood and agreed that the Tenant shall have the right to use, in common with all others entitled thereto, the common areas of the property, including lobbies, hallways, common rooms, entrances, driveways, parking lots and common lands appurtenant to the building containing the demised premises, and the Tenant covenants that the Tenant will not obstruct these common areas.

 

LEASE/COMM-­‐51 Work by Landlord

As an inducement for the Tenant to enter into a Lease contract with the Landlord, the Landlord covenants that it will carry out the following work prior to the Tenant taking possession, at no cost to the Tenant: [insert as needed].

 

LEASE/COMM-­‐52 Workmanlike Manner

Any work carried out by the Landlord, or the Tenant, their employees, agents or contractors shall be done in a workmanlike and professional manner and in compliance with all applicable governmental bylaws and codes governing the use of the demised premises.

 

LEASE / RESIDENTIAL

NOTE: For the purpose of these clauses “Tenant” and “Landlord” have been used. Tenant = Lessee and Landlord = Lessor. Either term may be used.

NOTE: In all cases please refer to the Residential Tenancies Act.

NOTE: It is not lawful for a Landlord to “demand” post-­dated cheques for rent as a requirement when leasing residential premises.

 

LEASE/RES-­‐1 Condition – Credit Check

This Offer to Lease is conditional upon the Landlord satisfying the Landlord concerning the personal and/or credit worthiness of the Tenant. The Tenant hereby consents to having the Landlord conduct or cause to be conducted a personal and/or credit investigation in respect to the Tenant. Unless the Landlord gives notice in writing delivered to the Tenant personally or in accordance with any other provisions for the delivery of notice in this Agreement to Lease or any Schedule thereto 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 Tenant in full without deduction. This condition is included for the benefit of the Landlord and may be waived at the Landlord’s sole option by notice in writing to the Tenant as aforesaid within the time period stated herein.

NOTE: To comply with the Consumer Reporting Act, if the Landlord refuses to grant a lease due to information contained in a Consumer Report, the Landlord must give Notice that:

  1. Refusal was due to information received from a consumer reporting agency or other person; and
  2. Upon written request of the Tenant (within 60 days of notice) the Landlord is obligated to inform the Tenant of the nature and source of the information.

 

LEASE/RES-­‐2 Agreement to Lease

Only/No Lease to be Signed Tenant and Landlord agree that an accepted Agreement to Lease shall form a completed lease and no other lease will be signed between the Parties.

NOTE: If using this clause, delete the reference to a lease being drawn from the Agreement to Lease.

 

LEASE/RES-­‐3 Alterations/Improvements

Landlord shall provide alterations and improvements as detailed on Schedule “_____” attached hereto, at the Landlord’s own expense, in a good and workmanlike manner prior to the commencement of the lease.

 

LEASE/RES-­‐4 Appliances Included

The following appliances belonging to the Landlord are to remain on the premises for the Tenant’s use: (include itemized list with description: make, model, and serial number).

 

LEASE/RES-­‐5 Appliances and Landlord /Tenant Responsibilities

Landlord represents and warrants that the appliances as listed in this Agreement to Lease will be in good working order at the commencement of the lease term. Tenant agrees to maintain said appliances in a state of ordinary cleanliness at the Tenant’s cost.

 

LEASE/RES-­‐6 Chattels Left by Owner

Tenant agrees that any chattels left on the rented premises, and not specifically mentioned herein, may remain and be stored on the premises at no cost to, and shall remain at the risk of, the Landlord.

 

LEASE/RES-­‐7 Cleaning of Carpets

Landlord agrees to have the carpets professionally cleaned prior to the commencement of the lease at the Landlord’s cost, and Tenant shall have the carpets professionally cleaned at end of lease term at Tenant’s cost.

 

LEASE/RES-­‐8 Condo Bylaw Compliance

Tenant shall comply with all the Bylaws of the Condominium Corporation.

 

LEASE/RES-­‐9 Consent to Decorate

Tenant agrees not to make any decorating changes to the premises without the express written consent of the Landlord or his authorized agent.

 

LEASE/RES-­‐10 Increase in Rent

Tenant agrees that an increase of _____ % will be in effect on the second year of this lease, in accordance with the guidelines established under the applicable rent review legislation.

NOTE: The increase inserted must not take the rent above the legal maximum.

 

LEASE/RES-­‐11 Maintenance of Grounds

The Tenant shall keep the lawns in good condition and shall not injure or remove the shade trees, shrubbery, hedges or any other tree or plant which may be in, upon or about the premises, and shall keep the sidewalks in front and at the sides of the premises free of snow and ice.

 

LEASE/RES-­‐12 Maintenance of Swimming Pool

Tenant agrees to provide general maintenance for the swimming pool located on the premises, including cleaning, use of chemicals, opening and winterizing of pool. The Landlord shall be responsible for the upkeep of the equipment, including both chattels and fixtures associated with the operation of the pool.

NOTE: The Landlord may wish to reserve the right to open and/or winterize the pool.

 

LEASE/RES-­‐13 Option to Purchase

In consideration of the sum of ____________________ ($__________) paid by the Tenant to the Landlord, the receipt of which is hereby acknowledged, and in consideration of the terms and conditions herein recited, the Landlord gives to the Tenant an option irrevocable within the time limit herein for acceptance, to purchase, free and clear of all encumbrances, the lands and premises situated at ___________________________________ in the ____________________ of____________________ in the ____________________ of ____________________. The option shall be open for acceptance by notice in writing delivered to the Landlord not later than _____ p.m. on the _____ day of __________, 20_____. The terms of the purchase shall be the following: __________________________

__________________________________________________________________________.

 

LEASE/RES-­‐14 Permission to Sublet – Subject to Landlord’s Approval

Landlord shall permit Tenant to sublet during the lease term, subject to approval of the Landlord, which shall not be unreasonably withheld.

 

LEASE/RES-­‐15 Pets

Tenant agrees to be responsible for any repair or replacement cost due to the presence of any pets on the premises. Tenant further agrees that if pets are kept on the premises, Tenant shall, at lease termination, have the carpets professionally cleaned and make any repairs that may be necessary to restore any damages caused by pets.

 

LEASE/RES-­‐16 Renewal Options

Tenant, if not in default hereunder, shall have the option, by written notice, given to the Landlord at least _____ days before the end of the lease term, to renew the lease for a further year term on the following terms and conditions: (Itemize tenancy particulars as agreed by the Parties).

 

LEASE/RES-­‐17 Showing of Rental Property

The Tenant agrees to allow the Landlord or his agent to show the property at all reasonable hours to prospective Buyers or Tenants, after giving the Tenant at least twenty four (24) hours written notice of such showing, and to allow the Landlord to affix a For Sale or For Rent sign on the property.

 

LEASE/RES-­‐18 Taxes/Fire Insurance

Landlord shall pay real estate taxes, [condominium fees and parking if applicable] and maintain fire insurance on the premises. Tenant acknowledges the Landlord’s fire insurance on the premises provides no coverage on Tenant’s personal property.

 

LEASE/RES-­‐19 Tenant Pays Utilities

Tenant agrees to pay the cost of all utilities required on the premises during the term of the lease and any extension thereof, including but not limited to electricity, water, sewer and gas or other fuel. Tenant further agrees to provide proof to the Landlord on or before the date of possession that the services have been transferred to the Tenant’s name.

 

LEASE/RES-­‐20 Tenant’s First Right of Refusal

The Landlord covenants and agrees with the Tenant that, during the term of the lease or any renewal thereof, the Landlord will give the Tenant three (3) business days to submit an Offer upon the same terms and conditions as any bona fide Offer to purchase the leased property that the Landlord has received and is willing to accept, and any Lease executed by the Landlord and Tenant shall include this first right of refusal. The Landlord shall give the Tenant written notice of such bona fide Offer and a copy of such Offer to the Tenant. In the event that the Tenant submits to the Landlord, within the time period described above, a written and signed Offer to purchase the property upon the same terms and conditions as the Offer initially received by the Landlord, the Landlord shall accept the Offer submitted by the Tenant. In the event that the Tenant fails to deliver to the Landlord, within the time limit described above, a written and signed Offer to purchase the property on the same terms and conditions as the initial Offer, the Landlord shall be at liberty to sell the property to the Buyer who submitted the initial Offer. Should the Tenant exercise the said first right of refusal, the Landlord agrees to pay the Agents so named in this Agreement, (or their successor companies) a fee of ______________________________.