VIEWS: 990 PAGES: 25 CATEGORY: Real Estate POSTED ON: 1/15/2011
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 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; and (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 permitted. 1.03 The Purchaser acknowledges receipt of the Disclosure Statement and the proposed Declaration, By-laws, Rules, Management Agreement and Insurance Trust Agreement. 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 © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2 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____. WITNESS:_________________________________ Purchaser:___________________________________________________________________ Purchaser: __________________________________ Address: ___________________________________ Telephone Number: __________________________ Purchaser's Attorney: ________________________________________________________ ____________________ hereby accepts the above Offer this _____ day of ____________, 2_____. (VENDOR) Per: __________________________________ Name: Title: I have authority to bind the Company. Vendor's Attorney: ______________________________ © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 3 SCHEDULE "A" 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 Declaration. ARTICLE 3.00 - DESCRIPTION OF UNIT BEING PURCHASED © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2 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 as follows: (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 © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 3 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. (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 the Purchaser. (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 mortgage; (d) the form and content of the mortgage shall be determined by the Vendor and is to © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 4 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 Corporation. 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 © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 5 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 © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 6 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 © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 7 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 © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 8 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 been executed. 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 © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 9 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 © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 10 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 5.10 above. 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. 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 transaction: (a) shall maintain the Unit in a state of cleanliness and shall repair any damage © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 11 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 elements; (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 transaction; (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, © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 12 (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 © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 13 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 © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 14 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 and specifications. 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 provided; (d) reduce the common elements available to the Condominium to a substantial degree; or (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. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 15 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 following: (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 © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 16 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. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 17 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 expense. 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. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 18 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. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 19 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 essence thereof. 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 “Declarant”. 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 © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 20 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 waives: (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 © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 21 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 Description. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 22
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