AGREEMENT OF PURCHASE AND SALE

Transcription

1 AGREEMENT OF PURCHASE AND SALE for JASPER CONDOS A STANDARD CONDOMINIUM PLAN located at 716 Main Street East Milton, Ontario by MILTON CENTRE CO OPERATIVE DEVELOPMENT CORPORATION

2 Summary and Key Terms This document is incorporated into and forms an integral part of the agreement of purchase and sale to which it is attached and any valid amendments thereto (collectively the Agreement ) for the Unit between the Purchaser (as such terms are defined below) and Milton Centre Co operative Development Corporation (the Vendor ). Purchaser means: Address: Print Name of Purchaser Above Street Address Print Name of Purchaser Above Street Address Phone: Facsimile: City, Province, Postal Code City, Province, Postal Code Primary Number Secondary Number Primary Number Secondary Number Unit means, collectively: A proposed residential unit, being Suite (Unit, Level ) and Model Type of the Vendor s proposed standard condominium plan (the Condominium Plan ) as depicted on the sketches and plans attached as Schedule B to this Agreement (the Residential Unit ); a proposed parking unit, being Unit, Level, of the Condominium Plan as depicted on the sketch or plan attached as Schedule B to this Agreement (the Parking Unit ); (strike out if not applicable) a proposed locker/storage unit, being Unit, Level, of the Condominium Plan as depicted on the sketch or plan attached as Schedule B to this Agreement (the Storage Unit ); (strike out if not applicable) together with the common interest appurtenant thereto. Description Price Base Price of Residential Unit $ Base Price of Parking Unit $ Base Price of Storage Unit $ Purchase Price * means: $ *The Purchaser acknowledges that part of the Purchase Price of the Unit under this Agreement is financed by the Alternatives Mortgage (as defined hereafter in this Agreement), which, on the Closing Date, may be either paid out or registered on title, to be discharged on or before the date the Purchaser sells the Unit. If registered, the Alternatives Mortgage will be assigned by the Vendor to the entity identified in this Agreement as Alternatives or the Vendor may direct the Purchaser to engross in favour of said entity. Address: Purchaser s Solicitor means: Print Name of Solicitor Above Street Address Vendor s Solicitor means: Michael Clifton / Jessica Spataro 12 Northumberland Street Ayr, Ontario N0B 1E0 City, Province, Postal Code Phone: Ext. 300 / 303 Phone: Facsimile: Facsimile: mclifton@cklegal.ca / jspataro@cklegal.ca SIGNED, SEALED, AND DELIVERED in the presence of (date) / / (date) / / VENDOR Per: Name/Title: I have the authority to bind the corporation. (date) / / day month year Agreement of Purchase and Sale Page 2 of 6

3 1. The Purchaser agrees to purchase the Unit from the Vendor on the following terms and conditions. 2. The Purchaser acknowledges the Condominium Plan is proposed to be a standard condominium plan as defined in the Condominium Act, 1998, (the Act ), which is to be registered against the property legally described as: Part Lot 13, Concession 3,Trafalgar New Survey, Part 1, Plan 20R 9214; Milton/Trafalgar (PIN LT) (the Property ). Pursuant to the Act, this Agreement is not binding on the Purchaser until 10 days after this Agreement is fully executed and the Vendor has delivered to the Purchaser a copy of the Vendor s current disclosure statement pertaining to the Condominium Plan. The Purchaser has the right to rescind this Agreement in accordance with the provisions of the Act within such 10 day period. 3. The following words have the following meanings: Alternatives means Home Ownership Alternatives Non Profit Corporation (Greater Toronto Area), a non profit corporation established to hold the Alternatives Mortgages in trust and to use its assets to encourage the development of affordable homes. Alternatives Agreement means the agreement signed by the Vendor with Alternatives, obliging the Vendor to assign the Alternatives Mortgage to Alternatives upon the sale of each Unit in the development. It is available for inspection at the Vendor s office. Alternatives Mortgage means a mortgage for the amount set out in Section 4, as it may be adjusted under Section 8 of this Agreement, given by the Purchaser to the Vendor to finance that portion of the Purchase Price of the Unit that is the difference between the market value of the Unit and the Vendor s cost of the Unit. The Alternatives Mortgage will also secure any additional amounts that are provided to the Purchaser by the Vendor and/or Alternatives, if the Purchaser is qualified to receive such additional amounts, and such additional amounts will be added to the principal of the Alternatives Mortgage. The terms of the Alternatives Mortgage that apply to the difference between the market value of the Unit and the Vendor s cost of the Unit are set out in Schedule E of this Agreement, but if the Purchaser receives any additional amounts from the Vendor and/or Alternatives, then the terms of the Alternatives Mortgage shall be those that the Vendor and/or Alternatives, in its/their discretion, require(s) as a condition of providing the Purchaser with such additional amounts, failing which the terms set out in Schedule E will apply. The Alternatives Mortgage is assigned to Alternatives by the Vendor on closing pursuant to the Alternatives Agreement. Appraised Value means the appraised value of the Unit, determined by an appraiser appointed by the Vendor and approved by Alternatives, as of a date approved by Alternatives. 4. The Purchase Price is payable as follows: a. Dollars ($.00) by way of the Alternatives Mortgage given to the Vendor as a vendor take back mortgage on the terms set out in this Agreement; AND b. Either: [check selected option and/or strike out non selected option] i. [Option 1] an initial deposit of five percent (5%) of the Purchase Price paid at the time of execution of this Agreement by the Purchaser, giving credit for any monies paid pursuant to a reservation agreement (if any); or ii. [Option 2] an initial deposit of one thousand dollars ($1,000.00) to be paid at the time of execution of this Agreement by the Purchaser, giving credit for any monies paid pursuant to a reservation agreement (if any), and a further deposit in the amount by subtracting one thousand dollars from of five percent (5%) of the Purchase Price (such that the aggregate total of the two deposits is equal to five percent (5%) of the Purchase Price) to be paid on the earlier of (i) the 90 th day following execution of this Agreement by the Purchaser, and (ii) two weeks prior to the commencement of construction of the proposed condominium; AND c. on the Closing Date (as defined below), the Purchaser shall pay the balance of the Purchase Price, subject to usual adjustments and those set out herein, in the form of a cheque certified by a Chartered Bank, Trust Company, Province of Ontario Savings Office or Credit Union drawn on the Purchaser s Solicitor s trust account or by wire transfer that qualifies as a payment pursuant to the Large Value Transfer System overseen by the Canadian Payments Association (CPA) as detailed in By law No. 7 of the CPA. Prior to Closing and if funds are to be directly deposited into the Vendor s Solicitor s bank account, the Purchaser s Solicitor will provide a copy of the certified cheque so deposited and the signed guarantee of funds form required by the Vendor s Solicitor to the Vendor s Solicitor. No holdback of any portion of the Purchase Price is permitted for any reason. Agreement of Purchase and Sale Page 3 of 6

4 5. All deposits shall be payable in trust to Feltmate Delibato Heagle LLP. The Purchaser is further hereby directed to pay the Vendor's Solicitor, or as the Vendor s Solicitor further directs, the whole of the proceeds due on the Closing Date with respect to this transaction in trust. This direction can only be cancelled by an instrument in writing executed on behalf of the Vendor and delivered to the Purchaser or the Purchaser s Solicitor. 6. This Agreement is subject to Harmonized Sales Tax ( H.S.T. ) in accordance with the provisions of Schedule D (the H.S.T. Schedule ). 7. The Purchaser will pay for additions, deletions, options, extras, and upgrades (collectively, Extras ) not included in the Purchase Price and purchased from the Vendor (if permitted and if any) in accordance with Schedule I (the Extras Schedule ). Unless otherwise permitted by the Vendor, the Purchaser will pay for Extras on the date of ordering the same. 8. Adjustments a. Real Property Taxes i. Local improvements, assessment rates, occupancy charges, common expenses and other charges shall be apportioned to the Closing Date (the day itself to be apportioned to the Purchaser). Because the Occupancy Fee does not include any amount on account of real property taxes relating to the Unit for the period following the Firm Occupancy Date, real property taxes on account of the Unit shall be apportioned to the Firm Occupancy Date (the day itself to be apportioned to the Purchaser) with the Vendor being responsible for all real property taxes up to but not including the Firm Occupancy Date and the Purchaser being responsible for all real property taxes assessed on account of the Unit thereafter with an adjustment on Closing of any taxes paid by the Vendor for the period after the Firm Occupancy Date as apportioned by the Vendor to the Unit. The Vendor and the Purchaser hereby mutually undertake to make any necessary readjustments for real property taxes, local improvements and other charges upon receipt of the assessment for the Unit and with respect to any other adjustments on the statement of adjustments. ii. Real property/municipal taxes applicable to the Unit including local improvement or other charges shall be estimated by the Vendor for the calendar year in which the Closing Date occurs and may at the option of the Vendor be adjusted as if such sums as estimated had been paid by the Vendor for the said year notwithstanding the same or part thereof may not have been levied or paid, subject to readjustment after the Closing Date upon the actual amount of such taxes, local improvement or other charges being ascertained. The foregoing is subject to the provisions in subparagraph iv hereof. iii. The Vendor and the Purchaser hereby mutually undertake to make any necessary readjustments for real property/municipal taxes, local improvements and other charges upon receipt of the assessment for the Unit and with respect to any other adjustments on the statement of adjustments. iv. In addition and without limitation on account of any of the foregoing or anything else within this Agreement, as it may be one or more years following Closing before real property/municipal taxes are separately assessed against the Unit and the billing for such taxes will continue against the Vendor until such separate assessment, the Vendor has the right to require the payment from the Purchaser to the Vendor on Closing of an amount equal to two times 1/116 th (this number is based on the total number of approved units in Jasper Condos) of the real property taxes assessed as of Closing against the whole of the proposed condominium plan. This is intended to cover the Purchaser s share of two years of land taxes. The monies so collected will be applied on account of real property taxes that accrue from the Firm Occupancy Date until such time as taxes are separately assessed against the Unit. Any excess of monies collected will be returned to the Purchaser. Any deficiency is to be made up for and paid by the Purchaser. b. The Purchaser shall pay on the Closing Date all costs incurred with respect to the Alternatives Mortgage, including registration fees and all fees and charges imposed by Alternatives. c. The Vendor is a registered builder under Tarion (Registration No ). The Purchaser shall pay to the Vendor on the Closing Date an amount equal to the unit enrolment fee payable under the Ontario New Home Warranty Plan Act. d. The Purchaser shall pay to the Vendor on closing an administration fee of $50.00 per deposit payment for each deposit payment made after the first. e. The Purchaser shall pay to the Vendor an amount equal to the levy payable to the Lawyer s Professional Indemnity Corporation on this transaction by the solicitors for the Vendor for this transaction on the Closing Date. f. The balance due on Closing shall also be adjusted as to all prepaid and accrued expenses or charges which shall include, without limiting the generality of the foregoing, the following: Agreement of Purchase and Sale Page 4 of 6

5 i. in favour of the Vendor, for assessments prepaid or owing for contribution towards the common expenses and/or reserve fund; ii. in favour of the Vendor, any other prepaid or current expense, such as gas, electricity water, etc., which shall be adjusted by attributing to the Unit its share of such expenses, as determined by its proportionate share of the common expenses although it is possible that gas, electricity and water will each be separately metered to the Unit and, if so, the Purchaser will have been required to sign up to pay the same from the earlier of occupancy or the Closing Date; and iii. in favour of the Purchaser, any interest owing to the Purchaser on account of the provisions of the Act with respect to the deposits paid by the Purchaser. g. If the directors of the Vendor are of the opinion that the market value of the Unit on the Closing Date may be materially less than the Purchase Price, then the Vendor may in its sole discretion determine the Appraised Value as of a date that is one month prior to the Closing Date, and the Purchase Price shall be reduced, by way of an adjustment on the Closing Date, to the greater of: i. the Appraised Value; and ii. the Purchase Price less the amount of the Alternatives Mortgage. In that event, the amount of the Alternatives Mortgage shall be reduced by an amount equal to the reduction of the Purchase Price. The Vendor is not hereby required to make any determination as to the market value of the Unit or of the Appraised Value in any circumstances whatsoever, including those described herein. h. Common Element Utility Metering i. The Purchaser is hereby informed there may be security or other deposits required to be paid by the condominium corporation to be created by the registration of the Creating Documents (the Corporation ) once it is registered to utility companies and/or suppliers on account of installation of meters and/or supply of services to the common elements. If any such security or other deposits are required, the Purchaser agrees to pay to the Vendor as an adjustment on Closing (or after Closing if the Vendor makes such request for payment after Closing) a percentage of the amount of each such deposit based upon the proportionate contribution to the common expenses payable on account of each Unit being purchased by the Purchaser as set out in Schedule D to the registered declaration of the condominium. ii. The Vendor covenants to deliver the amounts paid by the Purchaser in accordance with the foregoing paragraph to the Corporation to be available to be paid on account of such security or other deposits except with respect to any Unit being purchased herein for which the percentage share of such security or other deposits has already been paid. With respect to any such Unit for which the percentage share of such security or other deposits has already been paid, the Vendor shall retain the monies paid by the Purchaser on account of the foregoing paragraph for the Vendor s own account. iii. The Vendor further agrees that it will, if it has not already done so, contribute like payments on account of each unit of the condominium for which there is no agreement of purchase and sale in place as of the date of condominium registration, to help ensure the condominium has sufficient funds to pay the total amount of each such required security or other deposits. i. Insurance Premium i. The Purchaser will pay to the Vendor, on the Closing Date, an amount equal to the Unit s percentage share of the common expenses multiplied by the amount of the first insurance premium paid or payable on account of the Corporation s insurance costs in light of the fact there may be insufficient funds in place at the time of the registration of the condominium plan to pay this premium. If the Vendor has paid any of the Vendor s funds towards the costs of such insurance premium the Vendor may to the extent it has made payment of the same on account of the Corporation retain the amount paid pursuant to this subparagraph. Otherwise the amount so paid will be delivered to the Corporation by the Vendor. 9. Subject to the issuance of same by the municipality, which is within the sole and absolute discretion of the municipality, the Vendor will use its best efforts to deliver an occupancy permit and final inspection report before the Firm Occupancy Date, but shall not in any event be required to do so and, if obtained, may deliver the permit and/or final inspection report within a reasonable time after the Firm Occupancy Date. The Purchaser agrees to accept the written undertaking of the Vendor on or before the Firm Occupancy Date to rectify all building code infractions recorded by the relevant municipality (referred to herein as the Municipality ) that exist as of Occupancy. The Purchaser agrees to accept the written undertaking of the Vendor on Closing to rectify all Agreement of Purchase and Sale Page 5 of 6

6 building code infractions recorded by the Municipality that exist as of Closing. If on the Firm Occupancy Date or Closing (if this should be before occupancy occurs) the Unit is completed to the point that it can be occupied in accordance with any and all regulations respecting occupancy of new homes prescribed by the Municipality, other than the issuance of an occupancy permit, the Purchaser shall complete the occupancy thereof and closing of the Agreement, as the case may be, without holdback and shall rely on the provisions of the Agreement of Purchase and Sale with respect to any matters of non completion. 10. On the Firm Occupancy Date, as defined in Schedule A (the Tarion Schedule ), the Purchaser shall in accordance with Schedule F (the Occupancy Schedule ) go into possession of the Unit and commence paying the Monthly Occupancy Fee (as defined in the Occupancy Schedule) as well as all utility charges with respect to the Unit. The Vendor has a one time unilateral right (but not an obligation) to extend the Firm Occupancy Date or Delayed Occupancy Date, as the case may be, for one (1) Business Day (as such terms are defined in the Tarion Schedule) to avoid the necessity of the Vendor having to tender on the Purchaser where the Purchaser is not ready to complete this transaction on the said Firm Occupancy Date or Delayed Occupancy Date, as the case may be. 11. The completion of this transaction ( Closing ) is to take place on the later of (i) a date designated by the Vendor s Solicitor that is between ten (10) and seventeen (17) days after the registration of the Condominium Plan that creates the Unit ( Registration ) and (ii) the Firm Occupancy Date (the Closing Date ). The Vendor will transfer title to the Unit to the Purchaser upon Closing. 12. This Agreement may be subject to conditions in the Vendor s favour. Tarion Warranty Corporation ( Tarion ) requires any conditions in favour of the Vendor to be authorized by Schedule A of the Tarion Schedule and set out in paragraph 6 on the fifth page of the Tarion Schedule. The parties acknowledge that any such conditions that are included pursuant to paragraph 1(b) of Schedule A of the Tarion Schedule are for the sole benefit of the Vendor and may only be waived by the Vendor in its discretion. This provision is included to assist the Purchaser as the locations of these terms in the Tarion Schedule are not prominent. 13. All Schedules form an integral part of this agreement, whether same are executed by the parties or not. The following Schedules are attached to this agreement: Schedule A Schedule B Schedule C Schedule D Schedule E Schedule F Schedule G Tarion Addendum Sketches and/or Plans General Provisions H.S.T. Schedule Terms of Alternatives Mortgage Terms of Interim Occupancy Rights of Termination Schedule H List of Standard Items Schedule I Extras Schedule J Provisions Required by Municipality Schedule K Purchaser Site Visits Schedule L Document Registration Schedule Schedule M Vendor s Closing Statements Schedule N Purchaser s Closing Statements 14. If there is any inconsistency between the provisions of the Tarion Schedule and any other provision in the Agreement or in any other document relevant to this transaction, the provisions in the Tarion Schedule shall prevail. For clarity, If any date for occupancy is expressed in the Agreement (outside of the Tarion Schedule) or in any other document relevant to this transaction to be subject to change depending upon the happening of an event, such provision is deemed to be deleted from the Agreement or such document, as the case may be, and the Agreement or such document shall be read as if such provision had never been included in same. 15. This Agreement is subject to and conditional upon compliance with Section 50 of the Planning Act, R.S.O. 1990, Chapter P.13, as amended. 16. This offer shall be irrevocable by the Purchaser until one minute before midnight on the day of, 20, after which time, if not accepted, it shall become null and void and the deposit returned to the Purchaser without interest or deduction. Communication of acceptance is to be given to the Purchaser or the Purchaser s Solicitor within a reasonable time after the date set out herein but need not be given before the date and time set out herein for this agreement to be firm and binding. SIGNED, SEALED, AND DELIVERED in the presence of (date) / / (date) / / MILTON CENTRE CO OPERATIVE DEVELOPMENT CORPORATION Per: Name/Title: I have the authority to bind the corporation. (date) / / day month year Agreement of Purchase and Sale Page 6 of 6

7 Schedule A Tarion Addendum Agreement of Purchase and Sale Tarion Addendum

8 Schedule C Additional Early Termination Conditions Condition #3 Description of the Early Termination Condition: This Purchase Agreement is conditional upon the Vendor receiving Approval for site plans and site plan agreements. The Approving Authority (as that term is defined in Schedule A) is: The Regional Municipality of Halton The Date by which Condition #3 is to be satisfied is the 30 th day of November, Condition #4 Description of the Early Termination Condition: This Purchase Agreement is conditional upon the Vendor receiving Approval for the draft plan of condominium. The Approving Authority (as that term is defined in Schedule A) is: The Regional Municipality of Halton The Date by which Condition #4 is to be satisfied is the 30 th day of November, Condition #5 Description of the Early Termination Condition: This Purchase Agreement is conditional upon the Vendor receiving confirmation that sales of condominium dwelling units have exceeded 85% by November The Approving Authority (as that term is defined in Schedule A) is: N/A The Date by which Condition #5 is to be satisfied is the 30 th day of November, Condition #6 Description of the Early Termination Condition: This Purchase Agreement is conditional upon the Vendor receiving confirmation that financing for the project has been arranged on terms satisfactory to the Vendor by November, The Approving Authority (as that term is defined in Schedule A) is: N/A The Date by which Condition #6 is to be satisfied is the 30 th day of November, 2015.

9 Schedule B Sketches and/or Plans Agreement of Purchase and Sale Sketches and/or Plans Schedule

10 Schedule C General Provisions 1. Definitions a. "Corporation" means the condominium corporation created upon registration of the Creating Documents; b. "Creating Documents" means the declaration and description and any amendments thereto, if any, required to be registered under the Act in order to create the Corporation and the Condominium Plan (and any phase thereof), as well as any by law(s) and rules of the Corporation and any mutual use, shared facility or cost sharing agreements to which the Corporation is or will be a party, whether or not any such document has been amended or varied following delivery of the Vendor s disclosure to the Purchaser pursuant to the Act; and c. Development means the Condominium Plan and/or the Corporation as appropriate in the context. 2. Representations and Warranties Other than as expressed herein, there is no representation, warranty, collateral term or condition whatsoever affecting this Agreement or the Unit for which the Vendor can be held responsible. 3. Conditions The Purchaser acknowledges that this Agreement may be subject to conditions in the Vendor s favour. If there are any conditions in favour of the Vendor the same will be set out in paragraph 6 on the fifth page of the Tarion Schedule. Tarion requires any conditions in favour of the Vendor to be located in Schedule A to agreements of purchase and sale. However, this notice is set out herein to direct the Purchaser to review the same, since the location of conditions in the Tarion Schedule is not prominent. 4. Execution of Documentation The Purchaser will execute and return to the Vendor's Solicitor, within ten (10) days of the Purchaser s or Purchaser s Solicitor's receipt thereof, all documents that the Vendor requires in its sole discretion in order to effect the progress, approval and/or completion of the Development, failing which the Purchaser shall be in default of this Agreement. 5. Title The Purchaser shall take title to the Unit in the name of himself or herself only as set out in this Agreement, provided that the Purchaser may direct that title also be taken, in addition to himself or herself, by his or her spouse (or common law partner) or a member of his or her immediate family only, provided such person shall execute an acknowledgement confirming his or her assumption of the obligations of a Purchaser hereunder. The Purchaser shall not be permitted to direct title to any other third party. The Purchaser agrees to submit to the Vendor or to the Vendor s Solicitor, on the date that is the earlier of the Firm Occupancy Date and thirty (30) days prior to the Closing Date, a written direction as to how the Purchaser intends to take title to the Unit, including, the date(s) of birth and marital status and the Purchaser shall be required to close the transaction in the manner so advised unless the Vendor otherwise consents in writing, which consent may be arbitrarily withheld. If the Purchaser does not submit such confirmation within the required time as aforesaid the Vendor shall be entitled to tender a Transfer/Deed on the Closing Date engrossed in the name of the Purchaser as shown on the face of this Agreement. Further, the Purchaser agrees to accept title to the Unit subject to: a. the Creating Documents; b. any easements, agreements, restrictions, covenants, conditions and/or obligations affecting title to the Unit, the Development and/or the Property, which are registered on or before Closing; c. any unregistered easements over the Property in favour of the supplier of a utility such as for gas, electricity, water, telephone and other communications services; d. any by laws, regulations and/or restrictions of any government agency or authority; e. any agreements pursuant to the Planning Act or otherwise with any municipality or other authority which are registered on or before Closing or are otherwise applicable to the Unit, the Development and/or the Property; f. any reservation of mineral or other rights; g. any Mutual Use and/or Maintenance and/or Cost Sharing Agreement including those referred to in the Schedules hereof (if any); h. any agreement made pursuant to Section 98 of the Act registered against title to the Unit on or before Closing (if any); and i. any other matter affecting title to the Unit, the Development and/or the Property that is required as a condition of condominium plan approval.

11 The Vendor shall not be obligated to obtain or register on title any releases in relation to any of the forgoing or provide any proof of compliance with same. On Closing, the Purchaser will accept the Vendor's Solicitor s unconditional and unqualified undertaking to discharge any mortgages or security interests registered against title to the Unit, any chattels or fixtures and/or the Property provided there is compliance with the Law Society of Upper Canada guidelines relating to discharges of mortgages. The Purchaser shall not call for the production of, and the Vendor shall not be obligated to provide, any title deeds or abstracts of title, grading or other certificates, survey, sketch or other proof or evidence of title. Further, the Purchaser agrees to accept title to the Unit and Property subject to: The Unit is being constructed in a new development. The title to the Unit will be subject to at least one and possibly more agreements with a municipality, conservation authority, or other person or company. These agreements will remain on title after Closing and will not be released by the Vendor. The title may also be subject to building restrictions and/or a building scheme imposed by the subdivision developer and/or the Vendor which may be attached hereto as a Schedule. The Vendor will not provide proof of compliance with or obtain a release of any such agreements or restrictions but will provide a statutory declaration as to compliance from one of its officers on Closing if specifically requested by the Purchaser to do so. The Purchaser agrees to be bound by any such agreements and restrictions/building scheme and acknowledge and agree to accept title subject to such modifications to the said restrictions/building scheme as may be required by the project developer. 6. Examination of Title The Purchaser shall be allowed until 10 days prior to Closing to examine title to the Unit and Property at the Purchaser s own expense. If within that time the Purchaser delivers to the Vendor's Solicitor in writing any valid objections to title which the Vendor is unable or unwilling to remove and which the Purchaser is not willing to waive, this Agreement shall be null and void and any deposit(s) paid by the Purchaser pursuant to this Agreement shall be returned to the Purchaser without interest and without deduction and the Vendor shall not be liable to the Purchaser for any costs or damages. Save as to any such valid objections, the parties shall proceed to Closing and nothing shall permit the Purchaser to insist on completion of this transaction with any abatement of the Purchase Price. 7. Document Registration Schedule Closing shall be governed by the provisions of the Document Registration Agreement attached as a Schedule to this Agreement. 8. Delivery of Documents The delivery to either party or either party s solicitor of any document not intended for registration on title to the Unit, including this Agreement or any waiver pertaining thereto, may be effected by facsimile transmission or by other electronic system reproducing the original including without limitation as a PDF attachment to , provided that all such documents have been duly and properly executed, and the parties understand and agree that the delivery of such document in such manner in accordance with the other provisions of this Agreement is effective as means to each other or their respective solicitors is as effective as delivery of original signed documents by one to the other. The party transmitting any such documents shall also deliver originals of same to the other party or to the other party s solicitor forthwith if so requested. 9. Closing Funds Notwithstanding anything herein to the contrary, at the option of the Vendor s solicitor, closing funds are to be provided by a cheque certified by a Chartered Bank, Trust Company, Province of Ontario Savings Office or Credit Union drawn on the Purchaser s solicitor s trust account or by wire transfer that qualifies as a payment pursuant to the Large Value Transfer System overseen by the Canadian Payments Association as detailed in By Law No. 7 of the said Association. No Bank Drafts or Money Orders will be accepted. The Purchaser s solicitor, will, prior to Closing, if funds are directly deposited into the Vendor s solicitor s bank account, provide a copy of the certified cheque so deposited and the signed guarantee of funds form required by the Vendor s solicitor to the Vendor s solicitor. 10. Tender Tender shall be deemed to have been validly made by either party (in this paragraph called the "Tendering Party") upon the other party (in this paragraph called the "Receiving Party") when the solicitor for the Tendering Party has: a. delivered all documents and/or funds required for Closing to the Receiving Party's solicitor in accordance with the provisions of this Agreement; b. advised the solicitor for the Receiving Party, in writing, that the Tendering Party is ready, willing and able to complete the transaction in accordance with the provisions of this Agreement; and c. has completed all steps required by the Teraview Electronic Registration System in order to complete this transaction that can be performed or undertaken by the Tendering Party's solicitor without the cooperation or participation of the Receiving Party's solicitor; without the necessity of personally attending upon the Receiving Party or the Receiving Party's solicitor with the aforementioned documents and/or funds, and without any requirement to have an independent witness evidencing the foregoing. Agreement of Purchase and Sale General Provisions Schedule Page 2 of 7

12 Notwithstanding sub clause a, in lieu of actual delivery of funds to the Receiving Party's solicitor, the Tendering Party may provide the Receiving Party s solicitor a statutory declaration of the Tendering Party s solicitor that states that all funds necessary to complete the transaction are in such solicitor s trust account and are immediately available to be delivered as required to complete the transaction. 11. Purchaser s Default (Generally) In the event of any default by the Purchaser pursuant to the provisions of this Agreement, and in addition to all other remedies available to the Vendor, the Vendor may in its sole discretion: a. declare this Agreement null and void; or b. accelerate the payment of any amount payable by the Purchaser pursuant to this Agreement. The foregoing is subject to the provisions of any Tarion Schedule of this Agreement. In the event of termination of this Agreement pursuant to this paragraph, the Vendor shall be under no further obligation to the Purchaser and shall be entitled to retain all monies paid by the Purchaser pursuant to this Agreement as liquidated damages and not as a penalty. 12. Purchaser s Default (Encumbrance) The Purchaser shall be deemed to be in default under this Agreement if any lien, execution or encumbrance arising from any act or omission whatsoever of the Purchaser is charged against or affects the Unit or the Property. The Vendor is entitled in its sole discretion to pay any such lien, execution or encumbrance, and the Purchaser shall upon demand reimburse the Vendor for all such amounts paid by the Vendor together with any additional costs incurred by the Vendor in relation thereto. 13. Costs and Interest if Agreement not Terminated In the event of any default by the Purchaser pursuant to the provisions of this Agreement in respect of which the Vendor does not elect to terminate this Agreement but Closing is delayed as result of such default, or in any event if the Purchaser requests and the Vendor agrees to an extension of Closing, then the Purchaser shall pay to the Vendor upon demand Five Hundred Dollars ($500.00) for each week or part week that Closing is so extended or delayed. 14. Substantial Completion and Closing The Unit shall be deemed to be substantially complete when, in the opinion of the Vendor acting reasonably, the applicable requirements for occupancy have been met notwithstanding that there may remain interior and/or exterior work to be completed and notwithstanding that an occupancy permit has not been issued. No hold back of any part of the Purchase Price is permitted and Closing shall proceed despite the non issuance of an occupancy permit. 15. Pre Delivery Inspection of Unit and Tarion The Vendor shall conduct a pre delivery inspection of the Unit with the Purchaser on or before the date of possession. At the inspection, the Purchaser shall indicate on the face of Tarion s Certificate of Completion and Possession Form or the Pre Delivery Inspection Form the items to be completed. Save as to such items, the Purchaser shall be conclusively deemed to have accepted the Unit as completed in a good and workmanlike manner. For the Purchaser s information, Tarion publishes a document entitled the Homeowner Information Package, which may be accessed by the Purchaser at Registry Office Disruption or Registration Delay If Closing cannot occur on the Closing Date solely as a result of an issue related to the Registry/Land Titles system which is outside the control of either party then the Closing Date shall be automatically extended until the first Business Day (as such term is defined in the Tarion Schedule) on which such issue is resolved. In such case, the Vendor shall have the option of making adjustments to the Purchase Price as contemplated herein either as of the Closing Date (prior to the extension discussed in this paragraph) or as of the date on which Closing occurs. 17. Purchaser s Address and Other Information is Correct The Purchaser acknowledges that Schedule A to this Agreement allows notice to be given to the Purchaser as set out therein. Consequently, it is important that the Purchaser s address(es) (if any), fax number (if any), and mailing address as set out in this Agreement is accurate. The Purchaser acknowledge that they have reviewed all the contact information for the Purchaser set out in this Agreement and verify that the said contact information for the Purchaser is correct. If there is any change in any address, fax number, phone number or mailing address of the Purchaser, the Purchaser shall immediately give written notice of the change to the Vendor. 18. Subordination of Agreement This Agreement is subordinate and postponed to, c. any mortgage, security and/or financing arranged by the Vendor at any time and any advances thereunder, and d. any easement, license, site plan, municipal agreement, and/or any other agreement, affecting the Development, Property, or Unit and/or any lands or property adjacent thereto and owned by the Vendor or any related person(s) or corporation. The Purchaser waives any right to a "purchaser s lien". 19. Timing of Registration of Condominium or Phase No representation has been made by the Vendor regarding when the Creating Documents will be registered or when any particular phase will be registered (if applicable). Agreement of Purchase and Sale General Provisions Schedule Page 3 of 7

13 20. Changes to the Creating Documents The Vendor may change the Creating Documents as it requires and/or as required by any relevant government agency or authority, any other regulatory body, or any mortgagee and despite any such changes this Agreement shall remain binding upon the parties subject to the provisions of the Act. 21. Changes to the Development or Unit Subject to the requirements of the Ontario New Home Warranties Plan Act ( ONHWP ) and/or Tarion, the Vendor may, in its discretion or as required by any governmental authority or any mortgagee, change, vary or modify the plans and specifications pertaining to the Development (including architectural, structural, engineering, landscaping, grading, mechanical, service or other plans) from the plans and specifications existing at the inception of the Development or as they exist at the time the Purchaser entered into this Agreement, or as same may be represented on any scale models in the sales office, marketing materials and/or plans or otherwise. The Purchaser shall have no claim against the Vendor for any such changes, variances or modifications and shall not be entitled to notice thereof. The foregoing is subject to the proviso that the changes must attempt, to the extent reasonably possible, to maintain the overall concept of the Development as presented to the Purchaser. Subject to the requirements of ONHWP and/or Tarion, the Vendor may substitute other materials in the construction of the Development from that provided for in the plans or specifications, provided that any such substitutions shall be of similar quality (as determined by the Vendor acting reasonably) to the original specified materials. 22. Changes to the Parking Unit Location Despite the designation herein of any one or more Parking Units for conveyance to the Purchaser, the Vendor has the right to provide one or all of such parking units (if more than one parking unit is being acquired) in different location or locations than designated in this Agreement. It is always possible the parking layout may change and/or construction requirements may make it necessary to reallocate parking units to the Purchaser. 23. Risk of Loss Until Closing, the Unit shall be and remain at the risk of the Vendor and the Vendor will maintain suitable insurance policies in relation to the Unit. In the event that the Unit is substantially damaged or destroyed prior to Closing, the Vendor, in its sole discretion, may elect to terminate this Agreement and, upon returning to the Purchaser all amounts paid by the Purchaser pursuant to this Agreement to date, the Vendor's liability to the Purchaser shall be at an end. 24. Completion The Purchaser shall not interfere with the completion by the Vendor of the Unit or any portion of the Development. Until all of the units of the Development are sold, the Vendor may make such use of the unsold portions of the Development as the Vendor in its absolute discretion deems appropriate to facilitate completion and sales. 25. Waiver Waiver of any provision of this Agreement by either party must be in writing and the waiver of any such provision shall not affect the right of either party to enforce any non waived provision. 26. Vendor s Right of Entry The Vendor has the right to enter onto all parts of the Property, including the Unit, after the Firm Occupancy Date or Closing to complete any work required to complete any portion of the Development, including the Unit. 27. Non assignability of Agreement The Purchaser covenants and agrees not to lease, license, assign, sell, mortgage, charge, hypothecate, transfer, or otherwise dispose or convey any right, title or interest the Purchaser may have in or to the Unit, Extras, Property, Development and/or this Agreement (the No Assignment Covenant ), until after Closing without the prior written consent of the Vendor pursuant to this paragraph 27 of Schedule C and the prior written consent of Alternatives pursuant to this paragraph 27 of Schedule C and then only subject to compliance by any such Purchaser, transferee or assignee of the Purchaser with all of the terms of this agreement and the registered transfer/deed. The Purchaser hereby agrees not to do any one or combination of the foregoing actions that might constitute a breach of the No Assignment Covenant. The Vendor shall not be required to give its consent referred to in this paragraph 27 of Schedule C unless, prior to such consent being given, the person or persons to whom the Purchaser proposes to sell or lease or in any way assign his or her interest under this agreement or in the Unit or to whom the Purchaser proposes to part with personal and actual possession of the Unit has been accepted (in the Vendor s sole and unfettered discretion) for membership in the Vendor, has complied with the requirements of such membership, has executed and delivered to the Vendor an assumption agreement in which the person (or persons) agrees to be bound by all the obligations of the Purchaser under this agreement and the Purchaser has executed and delivered to the Vendor a release in favour of the Escrow Agent, the Tarion Warranty Corporation, any surety that has issued an insurance policy and bond with respect to the Purchaser s deposits and the Vendor. Alternatives may provide its consent, provided that: a. Alternatives may, at its sole expense, obtain a new Appraised Value of the Unit as of a date which is within one month of the proposed assignment; and b. if Alternatives elects to obtain an appraisal and that appraisal indicates a material increase in market value from the date of this Agreement, then this Agreement shall be deemed to be amended so that an amount equal to such increase in market value, as determined by the appraisal, is added to the Purchase Agreement of Purchase and Sale General Provisions Schedule Page 4 of 7

14 Price and to the principal amount of the Alternatives Mortgage, and the Purchaser shall as a condition for Alternatives giving its consent to the assignment, execute and deliver to the Vendor such documents and agreements as are necessary and desirable to give effect to the deemed amendment. 28. Death of Purchaser In the event of the death of the Purchaser, or one of the individuals comprising the Purchaser, the estate of the deceased shall remain subject to this Agreement. Notwithstanding the foregoing, the Vendor in its sole discretion may terminate this Agreement by returning all amounts paid by the Purchaser pursuant to this Agreement to date to the Purchaser s Solicitor without interest or deduction within thirty (30) days of being notified in writing of such death. 29. Insolvency of Purchaser In the event of the insolvency or bankruptcy of the Purchaser, or one of the individuals comprising the Purchaser, the Vendor in its sole discretion may terminate this Agreement by written notice to the Purchaser or the Purchaser's Solicitor and upon such notice being given the deposits and all amounts paid by the Purchaser pursuant to this Agreement to date shall be forfeit to the Vendor and this Agreement shall be at an end. 30. Non Registration of Agreement The Purchaser agrees not to register or deposit this Agreement, any notice of this Agreement, any caution, or other instrument or document against title to the Development, Property or Unit prior to Closing. Any breach of this provision by the Purchaser constitutes a default and the Purchaser will be liable for any damages caused to the Vendor on account thereof and shall forthwith upon demand take all steps necessary to cure such default. 31. Vendor s Set off In the event of any early termination of this Agreement in respect of which the Purchaser is entitled to a return of any amounts that were paid by the Purchaser pursuant to this Agreement, the Vendor shall be entitled to set off against and deduct from such amounts any costs incurred by the Vendor in relation to any Extras or other items or changes ordered by the Purchaser. 32. Cheque If any cheque delivered by the Purchaser does not clear the financial institution upon which it is drawn, the Purchaser will pay a charge of One Hundred Dollars ($100.00) for each such cheque, which charge is due immediately upon request by the Vendor. Payment of such charge does not relieve the Purchaser from liability for default and acceptance of same by the Vendor is not a waiver of default. Any amount payable to the Vendor pursuant to this provision that is unpaid prior to Closing shall be an adjustment on Closing. 33. Rental Items The Purchaser shall, on the earlier of the Firm Occupancy Date and Closing, assume the rental of any appliance or fixture included with the Unit and will save the Vendor harmless with respect to same. 34. Warranty The Development, Property and Unit have the benefit of the limited warranties established pursuant to ONWHP. Other than as expressly provided herein, no further condition, warranty, representation or guarantee is given or implied by the Vendor. The Vendor gives no warranty or guarantee with respect to any appliances conveyed by it to the Purchaser. The Vendor hereby assigns and transfers to the Purchaser all assignable manufacturers warranties, if any, with respect to any Unit fixtures and/or Extras and no further proof of this assignment shall be required or given on Closing. In addition, and in consideration of one dollar now paid by the Vendor to the Purchaser (the receipt of which is acknowledged) and despite anything set out herein to the contrary, the Purchaser acknowledges, covenants and agrees that any claim they may now or in the future have against the Vendor or the initial directors of the condominium corporation of which the Purchaser will become members on the completion of this transaction that is in any way directly or indirectly related to the Unit and/or the Property and/or the common elements of the condominium of which the Unit will be a part and/or the manner in which the condominium corporation s business and affairs were carried on and/or generally in any way directly or indirectly related to the said condominium corporation or condominium plan is restricted to an action on this contract and no liability in negligence for any of the foregoing matters may be pursued or lies against the Vendor or any or all of the said directors. In addition, in the event of the resale of the Unit by the Purchaser they covenant and agree to obtain a covenant and acknowledgement, reciting consideration paid by the Vendor and the said directors to the same effect, with respect to this Vendor and the said directors which covenant shall further obligate all subsequent Purchaser of the Unit to obtain a like covenant relieving the Vendor and the said directors from liability in negligence as aforesaid. 35. Social Insurance Number Upon request, the Purchaser shall provide the Vendor with the Purchaser s social insurance number(s), or if the Purchaser is a corporation with its corporate tax number(s), to allow the Vendor to issue T 5 slips on account of interest earned on deposits paid by the Purchaser pursuant to this Agreement. 36. Personal Information/Privacy Clause For the purposes of this section, Personal Information shall mean any information, recorded in any form, about the Purchaser, or from which the identity of the Purchaser may be inferred or determined, other than publicly available information. The Vendor uses only fair and lawful methods to collect Personal Information. The Vendor does not sell, trade, barter, exchange or disclose for consideration any Personal Information in its possession, or that it may obtain in the course of its business activities, to any companies, organizations or individuals. The Vendor collects, uses, and discloses Personal Information in order to do the following: a. Provide homes and associated services to purchasers and tenants; Agreement of Purchase and Sale General Provisions Schedule Page 5 of 7