Real Estate Purchase
Contract for a Condominium
This is a purchase-sale agreement between a current owner of a condominium and a
buyer. This agreement requires a full and adequate legal description of the
condominium to be sold. In addition, this agreement provides the purchase price,
deposit amount, encumbrances, conditions of fixtures on the property, inspection, and
closing date. This agreement can be used by individuals or entities that want to buy or
sell an interest in a specific condominium.
REAL ESTATE PURCHASE CONTRACT (CONDOMINIUM)
The undersigned, __________________ (the “Purchaser”) hereby agrees with
________________________ (the “Vendor”) on the terms, conditions and provisions set out
below and in Articles 2.00 through 17.00 inclusive of this Agreement to purchase Unit No.
_______, Level No. 1, in the condominium being the ________ model, together with an
undivided interest in the common elements and the exclusive use of those parts of the common
elements attaching to such Unit as set out in the Declaration.
ARTICLE 1.00 - PURCHASE PRICE
1.01 The Purchaser hereby agrees to purchase the Unit at a purchase price in the sum
of _______________ ($___________) Dollars of lawful money of
_______________ payable as follows:
(a) As a deposit (the “Deposit”) with this Offer, payable to the Vendor by check, the
sum of _____________ ($______) Dollars;
(b) As an addition to the Deposit payable to the Vendor by check on or before
_______, the sum of _____________ ($_________) Dollars;
(c) The assumption by the Purchaser of a first mortgage securing the principal sum of
__________ ($________) Dollars, more particularly described in Article 4.00;
(d) For the balance of the purchase price the Purchaser shall give and the Vendor
shall take back a mortgage upon such terms and conditions more particularly
described in Article 4.00 save and except that all proper and usual adjustments
shall be calculated as of and paid on the closing date.
1.02 The “Occupancy Date” shall be ________________ or such extended date as may
be provided for in paragraph 5.10, at which time occupancy of the Unit will be
1.03 The Purchaser acknowledges receipt of the Disclosure Statement and the
proposed Declaration, By-laws, Rules, Management Agreement and Insurance
1.04 Schedules A and B attached hereto are included in and form an integral part of
this Agreement of Purchase and Sale.
SCHEDULE “A” BEING ARTICLES 2.00 THROUGH 17.00 OF THIS AGREEMENT
ARE AN INTEGRAL PART HEREOF AND ARE CONTAINED ON SUBSEQUENT
PAGES. THE PURCHASER ACKNOWLEDGES THAT HE HAS READ ALL
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ARTICLES OF THIS AGREEMENT.
This Offer shall be irrevocable by the Purchaser until one minute before midnight
on the ___ day of ________, 2____ after which time if not accepted this Offer shall be null and
void and the deposit returned to the Purchaser without interest.
DATED at _____________, this ____ day of ______________, 2____.
Telephone Number: __________________________
Purchaser's Attorney: ________________________________________________________
____________________ hereby accepts the above Offer this _____ day of ____________,
I have authority to bind the Company.
Vendor's Attorney: ______________________________
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ARTICLE 2.00 - MEANING OF WORDS
2.01 The meaning of the words and phrases used in this Agreement and Appendices
shall be as described in the Act governing condominiums of the applicable jurisdiction as
amended (hereinafter referred to as the “Act”), unless specifically amended herein.
2.02 “Occupancy Date” shall be the date provided in paragraph 1.02 hereof or such
extended date as may be provided for in paragraph 5.10, at which time occupancy of the Unit
will be permitted.
2.03 “Closing Date” shall be the later of
(a) the Occupancy Date, or
(b) a date fifteen (15) days after the Vendor’s attorney notifies the Purchaser or
his attorney of the registration of the Condominium and requests a formal
closing with a specified date for closing.
2.04 “Bulk Mortgage” means the mortgage or mortgages that the Vendor may place on
the lands and building comprising the proposed condominium project which are not intended to
be assumed by the Purchasers and which are for the purposes of interim financing of the project,
the terms “lending institution” and “Bulk Mortgagee” shall have corresponding meaning.
2.05 “Condominium” means the condominium corporation to be created upon
registration by the Vendor of the Declaration and Description under the Act.
2.07 “First Mortgage” shall mean the mortgage to be assumed by the Purchaser on the
closing of this transaction, and the term “First Mortgagee” shall have a corresponding meaning.
2.08 “Proportion of interest of common elements and proportion of share of common
expenses” are those to be shown in the Declaration.
2.09 “Unit” means the unit on Level ____ as outlined in Red on a sketch attached
hereto as Schedule “B” together with an undivided interest in the common elements and the
exclusive use of those parts of the common elements attaching to such Unit as set out in the
ARTICLE 3.00 - DESCRIPTION OF UNIT BEING PURCHASED
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3.01 The Purchaser hereby agrees to and with the Vendor to purchase the Unit on
Level ____, hereinbefore described, together with an undivided interest in the common elements
and the exclusive use of those parts of the common elements attaching to such Unit as described
in the Declaration, which Unit has or will be constructed in accordance with the plans and
specifications already examined by the Purchaser, provided, however, that the Vendor reserves
the exclusive right to make changes to the plans and specifications and to substitute other
materials of equal or better quality for the materials provided for in the plans and specifications
as may be necessary having regard to the supply and availability of labour and materials.
3.02 The property is contained in a condominium development being presently
constructed on a certain parcel of land in the City of ______________ and being composed of all
of (legal description) ________________________.
ARTICLE 4.00 - FINANCIAL TERMS
4.01 The purchase price of the Unit shall be as set out in paragraph 1.01 hereof payable
(a) The sum set out in subparagraphs 1.01(a) and 1.01(b) hereof by cash or check to
the Vendor as a Deposit pending completion or other termination of this
Agreement and to be credited on account of the purchase price on closing. The
Vendor shall not be required to hold the amount of said deposit in trust provided
the Vendor delivers to the Purchaser a HUDAC deposit receipt and the Purchaser
hereby appoints the Vendor or its attorneys to be his attorney in accordance with
the powers of attorney act of the governing jurisdiction to execute any HUDAC
deposit receipt in the Purchaser's name and stead.
(b) (i) If the Purchaser has chosen to assume a first mortgage as provided in
subparagraph 1.01(c) hereof then the Purchaser agrees to assume a first mortgage
in the principal amount set out in subparagraph 1.01(c) hereof, bearing interest at
the rate charged by the First Mortgagee in accordance with its policy for
establishing such rate, with monthly payments based on a 25-year amortization
and which shall be for an original term of not less than one year. The said
mortgage may also provide that in addition to the foregoing payments, there shall
be payable monthly one-twelfth of the annual estimated taxes and further that the
First Mortgagee may exercise the right of the mortgagor to vote or consent in all
matters relating to the affairs of the Company. In the event that Purchaser is not
approved by the First Mortgagee or the Vendor is unable or unwilling to arrange a
mortgage commitment for the Purchaser within fifteen (15) banking days of the
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acceptance of this Offer, the Agreement of Purchase and Sale herein shall become
null and void and all monies paid hereunder shall be returned to the Purchaser
(ii) The Purchaser acknowledges that the said first mortgage to be assumed may
require post-dated checks to be given on closing to cover the monthly payments
under the said mortgage, and may contain provisions precluding or limiting
prepayment and precluding or limiting the transferability of the said mortgage by
(iii) In the event the first mortgage to be assumed exceeds 75% of the said price
herein, the Purchaser covenants and acknowledges that any high ratio insurance
fee or insurance fee under any housing act of the governing jurisdiction that may
be charged by the First Mortgagee shall be borne by the Purchaser. In the event
the amount of such insurance fee is added to or included in the principal amount
of the first mortgage to be assumed, then the amount of such insurance fee shall
not be credited to the Purchaser in the statement of adjustments.
(c) (i) If the Purchaser has not chosen to assume a first mortgage as provided in
subparagraph 1.01(c) hereof or the amount of the first mortgage to be assumed by
the Purchaser is less than the difference between the purchase price and
_____________ ($_________) Dollars then, subject to the provisions of clause
4.01(c)(ii), the Purchaser agrees to give and the Vendor agrees to take back, on
the Closing Date, a first or second mortgage, as the case may be, for the balance
of the purchase price (except for usual adjustments which shall be paid in cash on
closing) on the following terms and conditions:
(a) the interest rate shall be a fixed rate of interest equal to the rate of interest for
____ (___) year mortgages charged by the ______________ Bank in effect on the
Occupancy Date, calculated monthly, not in advance;
(b) the full amount of principal and accrued interest shall be payable by the Purchaser
thirty-one (31) days following the delivery of a Deed to the Unit to the Purchaser
or his attorney;
(c) the mortgage shall contain provisions assigning the Purchaser's right to vote at all
meetings of the Corporation unto the Vendor during the continuance of the
(d) the form and content of the mortgage shall be determined by the Vendor and is to
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be prepared by the Vendor's attorney. In addition to the customary clauses used
by the Vendor in its mortgages, the mortgage documents shall contain such other
provisions as the Vendor's attorney may deem appropriate or necessary;
(e) the Vendor shall be under no obligation to complete the sale of the Unit unless the
Purchaser shall have first deposited in escrow with the Purchaser's attorney a
certified check sufficient in amount to pay the entire principal balance of the
mortgage together with all interest which shall accrue to the maturity of the
mortgage. It is understood that such certified check is to be applied by the
Purchaser's attorney to discharge the mortgage upon the maturity of the mortgage.
If the Purchaser fails to deposit the certified check as aforesaid on or before the
Closing Date, then he shall be deemed to be in default under this Agreement.
(ii) In the event the Purchaser is not approved by the Vendor for the purposes of the
mortgage to be taken back by the Vendor within fifteen (15) banking days of the
acceptance of this Offer, the Agreement of Purchase and Sale herein shall become
null and void and all monies paid hereunder shall be returned to the Purchaser
without interest. The Purchaser covenants and agrees forthwith after acceptance
of this Offer to execute such documents and provide such information as may be
required by the Vendor to permit consideration of the application of the Purchaser
for approval by the Vendor of the mortgage to be taken back by the Vendor.
(d) In addition to the above-mentioned monthly mortgage payments, the Purchaser
shall be obligated to make monthly payments to the proposed Condominium for
common expenses assessed against the real property by the said Condominium
4.02 Gas, hydro, water, realty taxes and assessment rates, rent and the proportionate
share of assessment prepaid or owing for common expenses shall be apportioned and allowed to
the Closing Date.
4.03 With respect to realty taxes (including local improvement charges), the same shall
be estimated by the Vendor for the calendar year in which the transaction is completed and shall
be adjusted as if such sum had been paid by the Vendor notwithstanding that the same may not
by the Closing Date have been levied or paid, subject however to readjustment upon the actual
amount of such taxes being ascertained.
4.04 The Purchaser shall further pay on the Closing Date to the Vendor, on behalf of
the Corporation, an amount estimated by the Vendor to be the common expenses for a period of
_____ (___) months, which sum shall be paid after the Closing Date by the Vendor to the
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Corporation and which sum shall form part of a reserve fund and shall be in addition to any
common expenses otherwise payable to the Corporation.
4.05 The Purchaser shall further pay any amounts charged by the First Mortgagee
towards inspection, appraisal, application and processing fees.
4.06 The Purchaser shall deliver to the Vendor on the Closing Date a series of 12 post-
dated checks payable to the Condominium Corporation in the amount of assessed common
expenses for the Unit representing the monthly common expense payment for that Unit and
commencing the first of the month following the closing, which shall be delivered by the Vendor
to the Condominium Corporation.
4.07 The Purchaser shall pay mortgage interest on the full amount of the mortgage
assumed from the Closing Date (notwithstanding the amount of principal advanced by the
Closing Date) and if the mortgage is not fully advanced by the Closing Date, the Purchaser shall
pay interest on the un-advanced portion to the Vendor until this un-advanced portion is received
by the Vendor. The Purchaser shall pay an amount on closing as an adjustment (estimated by the
Vendor) to be held by the Vendor to apply to taxes and mortgage interest to be withheld by the
First Mortgagee. The said amounts of interest and adjustment for taxes shall be calculated by the
Vendor upon receipt of the final advance under the First Mortgagee, and shall be readjusted
between the Parties, if necessary.
ARTICLE 5.00 - OBLIGATION PRIOR TO OCCUPANCY
5.01 The Purchaser covenants and agrees within five (5) days after this Offer is
accepted, to make application to the First Mortgagee for approval to assume the First Mortgage
and to execute such documents and provide such information as may be required by the Vendor
and the First Mortgagee to permit consideration by the First Mortgagee of the Purchaser's
application to assume the mortgage. In the event that the Purchaser shall not have complied with
the provisions of this paragraph and shall be refused approval, have approval withdrawn by the
Mortgagee or not make application for approval, then the Vendor shall have the right to
terminate this Agreement and retain the Deposit as liquidated damages and not as penalty. In the
event the Purchaser shall have complied with the provisions of this paragraph and be refused
approval or have approval withdrawn by the Mortgagee through no fault of the Purchaser, then
this Agreement shall be null and void and the Deposit shall be returned to the Purchaser without
interest or deduction. The Purchaser shall be responsible for all mortgage insurance fees,
premiums, inspection fees and all other charges related to such mortgage.
5.02 In the event that the Mortgagee withdraws or cancels its approval of the Purchaser
before closing by reason of any act or omission on the part of the Purchaser, then the Purchaser
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shall conclusively be deemed to be in default under the within Agreement and the Vendor may,
at its option, declare the Agreement terminated; upon such termination all monies paid by the
Purchaser under this Agreement shall be forfeited as liquidated damages and not as penalty. The
Purchaser shall be responsible for all mortgage insurance fees, premiums, inspection fees and all
other charges related to such mortgage.
5.03 The Purchaser covenants and agrees, both before and after closing, to forthwith,
upon demand, obtain, execute and deliver all documents and assurances required by the Vendor
and/or the First Mortgagee for assumption by the Purchaser of the First Mortgage including,
without limitation, all applications, assumption agreements, supplemental mortgages or charges,
covenants by the Purchaser and his or her spouse, proofs of occupancy, certifications of
completion, declarations as to executions, power of attorney to endorse mortgage advance
checks, endorsement of mortgage advance checks, deposit receipts, acknowledgement that in
order to qualify as a Purchaser the Purchaser meets all requirements as set out therein,
irrevocable directions to pay un-advanced mortgage monies to the Vendor and authorities to
register any requisite documents on title. The Purchaser shall execute an irrevocable direction
authorizing the mortgagee to pay to the Vendor any un-advanced principal of the mortgage
outstanding on the Closing Date. The Purchaser hereby irrevocably appoints the Vendor as
attorney for him and his name, place and stead to endorse in favor of the Vendor any checks
issued by the Mortgagee as advances on the mortgage after completion of the sale of the real
property to the Purchaser. Any documents submitted to the Purchaser for execution shall be
returned without alteration or deletion, duly executed to the Vendor's attorneys on or before the
Closing Date. The Purchaser shall register a transfer forthwith upon receipt thereof and if the
Purchaser does not do so the Vendor may register a transfer at the Purchaser's expense. The
Purchaser shall in no way impede or hinder approval and advances by the Mortgagee and shall
do or cause to be done whatever may be necessary to obtain such approval or advances.
5.05 Forthwith upon closing the Purchaser shall register the Deed to the Unit and the
Purchaser covenants and agrees that, notwithstanding the transfer of the title to him, he will not
convey, alienate or mortgage the said Unit prior to the date upon which the full proceeds of the
first mortgage, including holdback, have been received by the Vendor. The said Deed may at the
option of the Vendor contain a Vendor's Lien in the following terms:
“And subject also to a Vendor's Lien in favor of the Transferor for that portion of
the First Mortgage assumed by the Transferee remaining un-advanced at the date
of registration of this Instrument, said Vendor's Lien is hereby made subject to
and postponed by the Transferor in favor of said registered First Mortgage for the
full amount secured thereby, both principal and interest; provided that the receipt
by the Transferor of the full proceeds of said First Mortgage shall operate as a
discharge of said Vendor's Lien; provided further, however, that the said Vendor's
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Lien shall cease to be a lien against the herein described lands one (1) year after
the date of this Indenture.”
5.06 If the mortgage is reduced or closed out at an amount less than the amount
secured thereby due to any act or omission of the Purchaser or for any other reason whatsoever,
the Purchaser covenants and agrees to forthwith upon demand of the Vendor pay to the Vendor
an amount equal to the un-advanced portion of such mortgage.
5.07 The Purchaser acknowledges and agrees that this Agreement is subordinate to and
postponed to any mortgages arranged by the Vendor and any advances there under from time to
time, and to any easements, licenses or other agreements to provide services to the Condominium
or to any lands adjacent thereto.
5.08 The Purchaser agrees to advise the Vendor or its attorneys forthwith upon execution of
this Agreement by the Parties hereto, of the manner in which title is to be taken by the Purchaser,
and the date of birth of the Purchaser.
5.09 The Purchaser agrees that he will not move into the Unit other than at a time on
the Occupancy Date he has reserved with the Vendor.
5.10 If permission for occupancy is not available from the City of __________ by the
Occupancy Date, or if the completion of the Unit or the common elements is delayed by reasons
of strikes, lock-outs, fire, lightning, tempest, unavailability of labor, fixtures or building
materials, riot, war or unusual delay by common carriers or unavoidable casualties or by any
other cause of any kind whatsoever, the Vendor shall be permitted from time to time extensions
of time for completion and the Occupancy Date shall be extended from time to time accordingly
for a period not exceeding in any event one hundred and eighty (180) days from the date
specified in paragraph 2.02.
5.11 If the Vendor should be unable to substantially complete the Unit within such
extension of time, the Deposit shall be returned to the Purchaser by the Vendor without interest
and the Agreement shall be at an end, but the Vendor or its agents shall not be liable to the
Purchaser in any way for damages or otherwise. Monies paid for extras or changes ordered by
the Purchaser are non-refundable.
5.12 The Purchaser shall accept such modifications or changes in the plans and
specifications as may be required from time to time provided that such changes and
modifications do not lessen the value of the Unit and that there are no major changes to the floor
plan. The Purchaser further consents to any substitution of other materials for that provided for
in the plans and specifications, provided that such substituted materials are equal to or better than
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that indicated in the plans and specifications. The Vendor shall be entitled to make such
alterations to the physical features of the dwelling as may be reasonably necessary to permit
construction and servicing of the Unit.
5.13 The Purchaser agrees to attend at the Unit during the Vendor's normal business
hours prior to the Occupancy Date and complete an inspection of the Unit in the presence of the
Vendor's authorized representative and to complete and execute at the time of such inspection
any documentation required including a Certificate of Completion and Possession (hereinafter
called the “Completion Certificate”) which Completion Certificate shall contain a list of any
items remaining to be completed at the Unit.
In the event the Purchaser meets with a representative or employee of the Vendor
as provided herein but refuses for any reason whatsoever to execute any such documents, the
Vendor shall thereupon be entitled to submit any such documents without the same being
executed by the Purchaser and the Vendor shall thereupon be entitled to submit any such
documents without the same being executed by the Purchaser and the Purchaser shall
nevertheless complete this Agreement as provided herein. At the option of the Vendor, the
Purchaser shall not be entitled to possession unless and until such Completion Certificate has
The Purchaser acknowledges that the Completion Certificate shall constitute the
Vendor's only undertaking to complete the premises and no further undertaking shall be
delivered on closing. The Purchaser agrees that such uncompleted items as are included in the
Completion Certificate represent the balance of the work to be completed by the Vendor with
respect to the Unit and the Purchaser agrees that no further requests for completion of items may
be maintained by the Purchaser save as required under any express guarantees contained herein
and this shall serve as a good an sufficient release to the Vendor in that regard.
The Purchaser further agrees that the Vendor or its authorized agents shall have
the right, without notice to the Purchaser, to enter upon the lands and premises after closing, if
necessary, in order to complete such items as are included in the Completion Certificate.
The Purchaser acknowledges that the remedies provided shall be the only
remedies available to the Purchaser in the event the Unit and/or the Condominium is not
constructed to the satisfaction of the Purchaser and the Purchaser does hereby release the
Vendor, the Declarant, the builder and all other persons or corporations connected with the
construction of the Unit and/or Condominium of and from all manner of actions, causes of
actions, suits, debts, dues, accounts, bonds, covenants, contracts, claims and demands which
against them the Purchaser ever had, now have or which his heirs, executors, administrators,
successors or assigns or any of them hereafter can, shall or may have for or by reason of any
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cause, matter or thing whatsoever arising out of or in any way related to or connected with the
construction of the Unit and/or Condominium and the Deed may at the option of the Vendor
contain such a release of the Purchaser as provided herein.
5.14 The Purchaser agrees to execute and return to the Vendor's attorneys within five
(5) days of his or his attorney's receipt of same, any deposit receipts.
5.15 Should the Purchaser desire any changes made to the Unit to be constructed
and/or any extras to be installed therein, the same, if allowed by the Vendor, must be agreed
upon in writing on the Vendor's form and paid for prior to the commencement of work. Any
monies paid for extras and/or changes ordered by the Purchaser are non-refundable in any event.
5.16 Any selections as to the color of materials, cabinets, floorings or any other such
selections to be installed in the Unit and which the Vendor requires the Purchaser to select, shall
be made from samples made available by the Vendor, which samples shall be at the sales office
or model unit of the Vendor or at retailers with which the Vendor deals and shall be made by the
Purchaser forthwith upon request by the Vendor. In the event that the Purchaser shall fail to
inform the Vendor of the preferred selections of the Purchaser within five (5) days of being
requested to do so by the Vendor, the Vendor shall make such selections on behalf of the
Purchaser and shall continue with construction of the Unit without any recourse in the Purchaser
to substitute other selections therefore.
5.17 In the event that the Unit is substantially complete by the Occupancy Date or
postponed Occupancy Date as provided herein, the Purchaser shall take occupancy in accordance
with Article 6.00 hereof and the Vendor shall complete any outstanding items of construction
required by this Agreement within a reasonable time thereafter, having regard to the Vendor's
construction schedule, weather conditions and the availability of labor and materials. For the
purposes of this Agreement, the Unit shall be deemed to be substantially completed when the
interior work has been finished to permit occupancy notwithstanding that the Vendor has not
completed the common elements or that there remains exterior work or grading, landscaping or
other outside work to be completed and notwithstanding that any of the inspections, including
the final inspection, required to be completed by the city have not been completed.
5.18 The Purchaser acknowledges that failure to complete the common elements on or
before the Occupancy Date shall not be deemed to be a failure to complete the Unit.
5.19 The Purchaser understands that model suite furnishings, drapes, tracks, wallpaper
and plants are for display purposes only and are not included in the purchase price and the Unit
being purchased need not be identical with the model unit viewed. The Purchaser agrees that
prior to the Occupancy Date the Unit may be used as a model unit and may be occupied as such
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by the Vendor for the purposes of showing the Unit to prospective purchasers of other units.
5.20 The Purchaser shall be responsible for arranging and paying for his own telephone
service and paying for any other service to the Unit the provision of which is not the obligation
of the Corporation and the cost of which is not included in the common expenses, including
arrangement of and payment for any applicable installation charges.
ARTICLE 6.00 - TERMS OF OCCUPANCY
6.01 The Purchaser agrees to take possession of and occupy the Unit on the Occupancy
Date, subject to the provisions for extension of the Occupancy Date as provided in paragraph
6.02 Prior to taking possession of and occupying the Unit, the Purchaser shall pay his
proportionate share of occupancy fees as specified in paragraph 6.03 apportioned between the
Vendor and Purchaser for the month in which the occupancy is to take place and also deliver to
the Vendor or its attorneys such documents as may reasonably be required of him by the Vendor
to evidence his occupancy under this Agreement and shall also deliver twelve (12) post-dated
checks payable to the Vendor towards such occupancy fees in accordance with said paragraph
6.03 From and after the Occupancy Date and until a transfer of the Unit is delivered to
him, the Purchaser shall pay the Vendor, on the first day of each and every month, an occupancy
fee, no part of which shall be credited as payments on account of the purchase price, but which
payments shall be a charge for occupancy only. The occupancy fee shall be calculated by the
Vendor in accordance with the provisions of the laws of the governing jurisdiction. The
occupancy fee may be re-calculated by the Vendor from time to time based on revised estimates
of the items which may be lawfully taken into account in the calculation thereof and the
Purchaser shall pay to the Vendor such revised occupancy fee following notice from the Vendor.
In the event that the occupancy for any month remains unpaid by the 5th day of such month or in
the event any post-dated checks delivered to the Vendor pursuant to subparagraph 6.02 is not
honored by the drawee, then the Vendor may at its option declare this Agreement terminated and
the Purchaser shall forthwith vacate and surrender vacant possession of the Unit to the Vendor
and upon such termination all monies paid by the Purchaser under this Agreement shall be
forfeited as liquidated damages and not as penalty.
6.04 The Purchaser during his occupancy and until the actual closing of the
(a) shall maintain the Unit in a state of cleanliness and shall repair any damage
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caused thereto by his own willful or negligent conduct or that of persons who are
permitted in that Unit by him;
(b) shall pay his own utility charges;
(c) shall not cause any damage whatsoever to any part of the proposed common
(d) shall observe and comply with the terms of the proposed Declaration, By-laws
and Rules of the proposed condominium;
(e) shall not carry on upon any part of the building or the Unit any business nor carry
on any activity or bring or place or permit anything to be brought on or placed
thereon which shall be construed to be a material change in the risk under the
policy or policies of insurance covering the whole condominium project or which
shall increase such risk or the applicable premium for said policy;
(f) shall permit the Vendor, its agents and the Bulk Mortgagee and/or the First
Mortgagee entry to the Unit at all reasonable hours for the purpose of viewing,
inspecting and/or repairing the Unit;
(g) shall continue to occupy the Unit unless such occupancy is terminated pursuant to
the terms of this Agreement of Purchase and Sale until the actual closing of the
(h) shall not do or permit or cause to be done any work in the Unit by way of
remodeling, renovating, painting or decorating without the written consent of the
Vendor and in no event shall permit or suffer any liens under the construction lien
act of the governing jurisdiction to be registered against the property described in
paragraph 3.02 above as a result of any work or materials supplied or furnished to
the Unit at the request or on behalf of the Purchaser.
6.05 Subject to the Purchaser's obligations as contained in paragraph 6.04 herein, in the
event of damage to the Condominium occurring after the Occupancy Date:
(a) if such damage in the opinion of the Vendor, acting reasonably, is incapable of
being repaired with reasonable diligence within one hundred and twenty (120)
days of the happening of such damage, then at the option of the Vendor, the
Vendor may declare this Agreement null and void by notice to the Purchaser and,
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(i) The Purchaser shall vacate the Unit forthwith and deliver up possession of
the Unit to the Vendor;
(ii) All interest and right of the Purchaser in the Unit shall forthwith cease and
the Purchaser shall execute such documents as are required by the Vendor
to give effect to this provision;
(iii) The Vendor shall not be liable to the Purchaser for any costs or damages
and all monies paid by the Purchaser to the Vendor, except for the
Occupancy Fees, shall be returned; and
(iv) The Vendor shall have no further obligation to the Purchaser hereunder.
(b) if such damage results from a peril or casualty against which the Vendor is
insured, then if such damage shall be capable with reasonable diligence of being
repaired within one hundred and twenty (120) days from the happening of such
damage, the Vendor shall repair same and the Occupancy Fee payable shall abate
to the extent that occupancy of the Unit is interrupted;
(c) if such damage is capable of being repaired with reasonable diligence within one hundred
and twenty (120) days from the happening of such damage, but such damage is
not of a kind which the Vendor is required to repair under the provisions of
subparagraph 6.05(b) above, then the Vendor shall have the right, to be exercised
within thirty (30) days after the occurrence of such damage, to elect to either
terminate this Agreement (in which case the provisions of subparagraph 6.05(a)
shall apply) or to repair such damage and the Occupancy Fee payable shall abate
to the extent that occupancy of the Unit is interrupted.
6.06 Upon any default by the Purchaser of the provisions in this Agreement in addition
to any other remedies available to the Vendor pursuant to the provisions of this Agreement or the
Act, at the option of the Vendor, the Purchaser shall vacate the Unit within seven (7) days from
the date of notice by the Vendor to the Purchaser and the Purchaser shall bear the cost and
expense of all redecorating and repairs required to be made to the Unit as are required in the sole
discretion of the Vendor.
6.07 The Purchaser agrees to indemnify the Vendor for all losses, costs and expenses
incurred as a result of the Purchaser's neglect, damage or use of the Unit or the Condominium, or
by reason of injury to any person or property in or upon the Unit or the Condominium resulting
from the Purchaser's negligence. The Purchaser agrees that should the Vendor elect to repair or
redecorate all or any part of the Unit or the Condominium as a result of the Purchaser's neglect,
damage or use of the Unit or Condominium, he will immediately reimburse the Vendor for the
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cost of doing same.
6.08 In the event the Purchaser does not close the transaction on the Closing Date as
defined in paragraph 2.03 above, then, at the option of the Vendor, the Purchaser shall no later
than the 2nd day following the Closing Date vacate and surrender possession of the Unit to the
Vendor provided that all rights that the Vendor may have in law and in equity for damages
against the Purchaser for the failure of the Purchaser to close the transaction shall survive the
termination of this Agreement under any circumstances.
6.09 The Vendor may, in addition to or as an alternative to its remedies provided under
paragraphs 6.06 and 6.08 above, elect to charge the Purchaser interest on the balance due on
closing at the rate of ______ (__%) per cent per annum from the Closing Date to the date that the
transaction actually closes.
6.10 In the event of the failure of the Purchaser to close and surrender the Unit to the
Vendor, the Purchaser further acknowledges that in addition to all other damages that the
Purchaser is liable for, he shall pay the Vendor an amount reasonable estimated by the Vendor as
sufficient for the purposes of cleaning, repairing and redecorating the Unit for purposes of re-sale
of the Unit to third parties.
6.11 The Purchaser covenants and agrees not to sell, transfer or assign this Agreement
without the consent of the Vendor, which consent may be arbitrarily withheld, and if the
Purchaser should die prior to closing, the Vendor shall at its option be entitled to declare this
Agreement null and void and upon so doing shall return all monies paid hereunder to the
personal representatives of the Purchaser without interest.
ARTICLE 7.00 - FURTHER DEPOSIT ON OCCUPANCY DATE
7.01 On the date set herein for occupancy, and prior to taking possession of the Unit,
subject to any extension thereof pursuant to paragraph 5.10 above, the Purchaser shall pay the
Vendor as an addition to the Deposit an amount equal to the balance of the purchase price
without adjustment (any adjustments shall be made on the Closing Date) provided that, pursuant
to Article 4.00, where this Offer requires the Purchaser to assume the First Mortgage and/or give
back to the Vendor a mortgage, the Purchaser shall pay to the Vendor an amount equal to the
difference between the purchase price and the amount of the First Mortgage assumed and/or the
mortgage taken back net of any high ratio insurance fee, less the amount of Deposit already paid.
7.02 The provisions of subparagraph 4.01(a) shall apply to such further Deposit.
ARTICLE 8.00 - OBLIGATIONS PRIOR TO CLOSING DATE
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8.01 The Vendor agrees that it will complete or has completed the construction of the
Unit in a good and workmanlike manner. It is acknowledged and agreed that the Vendor may:
(a) modify the plans and specifications provided there are no major changes to the
floor plan of the Unit without the Purchaser's consent;
(b) substitute other material for that provided for in the plans and specifications,
provided that such material is equal to or better than that indicated in the plans
8.02 The Vendor shall have the right from time to time prior to the Closing Date to
amend or modify the form of Declaration, Description, By-Laws, Rules and Regulations, plans
and specifications and other agreements, and such amendments or modifications shall not be
deemed material provided that such amendments or modifications shall not:
(a) increase the Purchaser's proportionate contribution towards common expenses;
(b) increase the costs of the Unit;
(c) substantially change the Unit except to the extent in this Agreement specifically
(d) reduce the common elements available to the Condominium to a substantial
(e) impair or modify any of the other obligations hereunder of the Vendor.
8.03 The Purchaser warrants that there are not, as of the date hereof, any writs of
seizure and sale outstanding against him with the Sheriff of the Judicial District of
____________ and that there shall be no such writs against him as of the Closing Date. The
Purchaser further agrees to provide the Vendor with such affidavit or affidavits as may be
reasonably required of him verifying that there are no such writs of seizure and sale against him
and, if deemed necessary by the Vendor's attorneys, a letter from any judgment creditor having
such writ of seizure and sale against any persons with the same or similar name of the Purchaser.
8.04 The Purchaser shall execute and deliver to the Vendor from time to time such
authorization as may be required to permit the Bulk Mortgagee and/or the First Mortgagee and
the building inspectors from the City of ___________ to inspect the Unit at all reasonable times.
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8.05 If, as a result of any act or omission of the Purchaser, the Bulk Mortgagee and/or
First Mortgagee refuses to advance any funds and/or cancels further advances under the Bulk
Mortgage and/or First Mortgage, the Purchaser shall be liable to the Vendor for the entire
amount of such un-advanced funds and the Purchaser shall forthwith upon demand pay to the
Vendor the same.
ARTICLE 9.00 - DEFAULT BY PURCHASER
9.01 In the event of the Purchaser committing default under any of the terms of this
Agreement of Purchase and Sale, the Vendor shall have the right to declare this Agreement
terminated without further notice, and in addition to any other remedies, all monies paid by way
of deposit, further deposit and towards extras shall be forfeited to the Vendor as liquidated
damages and not as penalty.
ARTICLE 10.00 - TITLE MATTERS
10.01 The Purchaser agrees to accept title subject to and covenants to be bound by the
(a) The Declaration, Description, by-Laws and Rules and Regulations that have
been provided to the Purchaser, as amended from time to time;
(b) Any development or site plan agreement with the City of ________ or by-
laws affecting same, registered or unregistered, provided such agreements
are not in default;
(c) Any easements, rights of way, licenses or agreements for the installation and
maintenance of any public or other utilities, including without limitation
telephone, hydro, gas sewer, water, cablevision, and any rights of way
which may be required by the Vendor or adjacent owners;
(d) Any easements, rights of way, licenses or agreements with the City of
_________ with respect to future services to be installed;
(e) Any rights of way, licenses, agreements or access as provided in the
Declaration or By-Laws; and
(f) All covenants and restrictions in any deed or instrument registered on title
and the Purchaser agrees to satisfy himself as to compliance with any such
covenants and restrictions and the Vendor shall not be obligated on closing
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or thereafter to obtain a Certificate of Compliance or any other such
documentation from any developer, municipality or any other authority
whatsoever that the said conditions and restrictions have been complied with
by the Vendor.
10.02 Provided that the title is good and free from all encumbrances save as aforesaid.
10.03 The Purchaser is not to call for the production of any title deed or abstract or other
evidence of title except such as are in the possession of the Vendor. The Purchaser is to be
allowed until ten (10) days prior to the date of closing of this transaction to examine the title at
his own expense. If within that time any valid objection to title is made in writing to the Vendor
which the Vendor shall be unable or unwilling to remove and which the Purchaser will not
waive, this Agreement shall, notwithstanding any intermediate negotiations in respect of such
objections, be null and void and the deposit shall be returned to the Purchaser subject to the
Vendor's right to set off and the Vendor shall not be liable for any other costs or damages. Save
as to any valid objections so made within such time, the Purchaser shall be conclusively deemed
to have accepted the title of the Vendor.
10.04 The Purchaser acknowledges that the lands may be encumbered by a Bulk
Mortgage and that a discharge of the said Bulk Mortgage insofar as the same affects the subject
Unit shall not be available on the Closing Date. On or before the Closing Date, the Vendor shall
provide to the Purchaser a mortgage statement prepared by the mortgagee setting out the balance
required to obtain the discharge, together with a direction executed by the Vendor directing
payment to the Mortgagee of the amount required to obtain the discharge out of the balance due
on completion. On closing, the Purchaser shall deliver to the Vendor or the Vendor's attorney a
certified check for the amount as required by the Mortgagee to obtain the discharge payable
directly to the Mortgagee out of the proceeds of closing and shall accept the personal
undertaking of the Vendor's attorneys to forthwith forward to the Mortgagee the said check and
to register the discharge when received from the Mortgagee.
10.05 Title shall be examined by the Purchaser at his own expense and he will not call
for the production of any title deed or abstract of title, proof or other evidence of title or to have
furnished any copies thereof other than those in the Vendor's possession or under its control.
10.06 The Purchaser undertakes and agrees at his own expense to register the transfer at
the time of closing of this transaction.
10.07 The Vendor and the Purchaser agree to pay the cost of registration of their own
documents and any tax in connection therewith.
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10.08 The Vendor may at its option insert covenants or provisions in the transfer
containing any of the provisions of this Agreement or the Condominium documents and may
require the Purchaser to execute the transfer which is to be prepared by the Vendor at its
10.09 The Purchaser acknowledges that the Vendor may not be the Declarant and the
Purchaser agrees to accept a conveyance of the Unit directly from the Declarant or any other
registered owner of the Unit without requiring any additional documentation from the Declarant
or other registered owner save and except for an Affidavit of the residency of the Declarant or
such other registered owner.
ARTICLE 11.00 - REGISTRATION AND RETURN OF DEPOSIT
11.01 The Vendor covenants to proceed with all due diligence and dispatch to attempt to
register the Declaration as quickly as possible. If the Vendor for any reason whatsoever is
unable to register the Declaration so as to enable delivery of a registerable transfer to the
Purchaser within thirty (30) months of the Occupancy Date, then, unless the Parties otherwise
agree in writing, the Purchaser shall have the right to declare this Agreement, notwithstanding
any intervening acts or negotiations, at an end and all monies paid by the Purchaser towards the
purchase price subject only to a proper set-off for claims of the Vendor shall be returned to the
Purchaser without deduction; provided, however, that the Vendor shall not be obligated to return
any monies of the Purchaser paid in pursuance of the Purchaser's occupancy of the Unit or in the
purchase of extras ordered by the Purchaser unless the Parties otherwise agree in writing.
ARTICLE 12.00 - OBLIGATIONS AFTER CLOSING
12.01 Acceptance of construction, site grading and completion of the units and/or
common elements by the City of _________________ and the Bulk Mortgagee and/or First
Mortgagee shall conclusively constitute acceptance by the Purchaser thereof. Notwithstanding
anything herein to the contrary, the Vendor shall have the right to claim and be paid for any
monies due from the Purchaser for any obligation of the Purchaser hereunder including without
limitation for extras, damages or occupancy, notwithstanding that the purchase and sale aspect to
this transaction is terminated.
12.02 The Purchaser shall not interfere with the completion by the Vendor of other units
and the common elements in accordance with the plans and specifications. Until all the units are
completed and sold the Vendor may make such use of the unsold units and the common elements
as may facilitate such completion and sale including but not limited to maintenance of a sales
office, the showing of the units and the display of signs.
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12.03 All of the covenants, warranties and obligations contained in this Agreement to be
performed by the Purchaser shall survive the closing of this transaction and shall remain in full
force and effect notwithstanding the transfer of title to the Unit to the Purchaser.
12.04 Notwithstanding the closing of this transaction and the delivery of title to the Unit
to the Purchaser, the Vendor or any person authorized by it shall be entitled at all reasonable
times to enter the Unit without any prior notice to the Purchaser in order to make inspections or
to do any work or repairs therein or thereon which may be deemed necessary by the Vendor in
connection with the completion, rectification or servicing of any installation in the Unit and such
right shall be in addition to any rights and easements.
12.05 If the transaction is not completed for any reason whatsoever, and
notwithstanding refund or forfeiture of deposits, the Purchaser shall execute and deliver such
documents affecting title to the Bulk Mortgagee and/or First Mortgagee as are necessary for the
Vendor to effect a resale of the Unit to another Purchaser.
ARTICLE 13.00 - NOTICE AND TENDER
13.01 Any tender of money or documents hereunder may be made upon the Vendor or
the Purchaser or upon the attorneys acting on their behalf and money may be tendered by
negotiable check certified by a chartered bank or trust company. Provided that tender for any
reason by the Vendor shall be deemed as sufficiently made when made upon any associate,
servant or agent of the attorneys acting on behalf of the Purchaser should the Vendor or its
attorneys wish to tender upon such associate, servant or agent. Provided further, that tender for
any reason by the Vendor shall be deemed as sufficiently made when the Vendor or its attorneys
appear at the land registry office in which the real property is registered, at any mutually agreed
time (or at 4:00 p.m. should the Purchaser or his attorney fail to arrange a mutually agreed time)
upon the date of closing, or any extension thereof, then tender shall accordingly be deemed to
have been sufficiently made by the Vendor notwithstanding the non-appearance of the Purchaser
or his attorney within one-half hour thereof.
13.02 Any notice required to be given may be to the Vendor or to the Purchaser or any
party acting for either of them.
ARTICLE 14.00 - GENERAL
14.01 The Purchaser acknowledges and agrees that this Article is subordinate to and
postponed in favor of any Bulk Mortgage and First Mortgage arranged by the Vendor and any
advances there under from time to time, and to any easement, license or other agreement to
provide services to the Condominium or otherwise.
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14.02 The Purchaser covenants and agrees not to register notice of this Agreement or a
caution against title to the Unit or the Condominium and further covenants and agrees not to
give, register, or permit to be registered any encumbrance against the Unit or the Condominium,
or sell or make any other disposition of the Unit or permit or suffer any executions against him to
remain outstanding until the Vendor has received the full amount secured by the First Mortgage
being assumed by the Purchaser, it being understood that the Vendor shall have a Vendor's Lien
for any un-advanced mortgage monies on closing and shall be entitled to register such lien
against the Unit concurrent with or after closing.
14.03 This Offer when accepted shall constitute a binding contract of Purchase and Sale
governed by the laws of the State of _________________ and time shall in all respects be of the
14.04 It is agreed that there is no representation, warranty, collateral agreement or
condition affecting this Agreement or the Unit or supported hereby other than as expressed
herein in writing.
14.05 This Offer and its acceptance is to be read with all changes of gender or number
required by the context and where the context requires the term "Vendor" shall include the
14.06 It is intended that all the provisions hereof shall be fully binding and effective
between the Parties hereto but in the event that any particular provision or provisions or a part
thereof is found to be void, voidable or unenforceable for any reason whatsoever, then such
particular provision or provisions or part thereof shall be deemed severed from the remainder of
this Agreement and all other provisions thereof shall remain in full force and effect.
14.07 (a) The Vendor shall have the right at any time before the Closing Date or within
five (5) years from the Closing Date at all reasonable times to enter into and upon the Unit
without any prior notice to the Purchaser for the purpose of making any repairs to the Unit,
and/or to any adjacent unit which the Vendor is legally required to make.
(b) The Purchaser covenants and agrees not to change any of the locks on the
Unit or to add any locks to the Unit within five (5) years of closing except with the prior written
consent of the Vendor and of the Board of Directors of the Condominium Corporation.
14.08 The Purchaser agrees that whenever in this Agreement notice is required to be
given or document are required to be delivered by the Vendor to the Purchaser, the same shall be
deemed to be sufficiently given or delivered as the case may be if mailed postage prepaid by
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ordinary mail to the Purchaser or his attorney at the addresses provided on page 1 hereof or at the
address of the Unit if Purchaser has taken possession of the Unit as provided herein. Notice or
delivery so given shall be deemed to have been received by the Purchaser on the fourth postal
delivery day following the date on which it is so mailed.
14.09 The Purchaser acknowledges and agrees that the condominium may be developed
and registered in phases, thereby creating two or more separate condominiums. The Purchaser
hereby irrevocably consents to the completion of the condominium in phases and irrevocably
(a) all rights otherwise available to object to any government, or governmental
agency, or other agency having jurisdiction in connection with any aspect of
development and construction; and
(b) all claims, rights or actions against the Vendor and all other persons, firms and
corporations in nuisance and otherwise in law or in equity arising out of the
development and construction;
and hereby irrevocably consents to the corporation or corporations entering into an agreement or
agreements either before or after the Closing Date governing the procedures for the integrated
use, operation, maintenance, repair, reconstruction, if necessary, and the sharing of costs for
mutual services and amenities within the Condominium.
ARTICLE 15.00 - NOTICE OF INTENTION TO LEASE UNSOLD UNITS
15.01 The Declarant may from time to time lease any unit unsold.
ARTICLE 16.00 - INSURANCE PROVISIONS
16.01 The Unit and common elements shall be and remain at the risk of the Vendor until
closing. It is understood and agreed that all insurance policies and the proceeds thereof are for
the benefit of the Vendor alone.
16.02 The Purchaser acknowledges that the Vendor holds a fire insurance policy on the
building only, and not on any improvements, such as kitchen cabinets, vanities, broadloom,
drapes, doors, light fixtures, appliances, etc. It is the responsibility of the Purchaser after the
Occupancy Date to insure these improvements and to replace and/or repair same if they are
removed, injured or destroyed.
16.03 The Purchaser warrants there is nothing in his record which will permit an insurer
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to refuse with cause to consent to a transfer of the fire insurance to the Purchaser in respect of the
proposed Unit being purchased hereby.
ARTICLE 17.00 - MANAGEMENT AGREEMENT
17.00 The Purchaser is aware that the Condominium Corporation will enter into an
agreement with the Vendor or an independent or related property manager to provide all of the
maintenance service and independent management as required by the proposed budget for a
period not to exceed ________ (___) months following registration of the Declaration and
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