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📋 Reference Clauses — Schedule A1
The Buyer hereby acknowledges and agrees to deliver the Deposit as mentioned in this Agreement of Purchase and Sale by Bank Draft or Certified cheque to the Deposit Holder within 24 hours of the acceptance of this Agreement.
Buyer agrees to deliver the above-mentioned Deposit to the Listing Brokerage's office within 24 hours of the time stated in the "Confirmation of Acceptance" section of this Agreement of Purchase and Sale. TIME IS OF THE ESSENCE with respect to this obligation. In the event that the Listing Brokerage does not receive the said Deposit within this period, the Seller may, at their sole and absolute discretion, declare this Agreement terminated due to Buyer's default. Upon such termination, the Seller shall be at liberty to immediately re-list the property for sale and to accept another offer, and the Seller reserves all rights to pursue any and all legal remedies against the Buyer, including, but not limited to, a claim for damages.
The Seller(s) and Buyer acknowledge and agree that there is no express or implied warranty on the condition of the chattels which are included in this Agreement of Purchase and Sale.
All parties acknowledge and agree that notwithstanding the completion date set out in this offer, the Seller(s) has the right to advance or postpone the completion date of the transaction by not more than 45 days once, by giving written notice of the amended completion date to the Buyer or his solicitor at least 30 days in advance of the earlier of the completion date set out therein and the amended completion date. All parties also acknowledge and agree that the Title Search Date will be changed to 10 business days before the amended completion date accordingly.
🛡 Section A — Core Seller Protection Clauses
The Buyer represents and warrants that, as of the date of this Agreement, the Buyer is purchasing the property for the Buyer's own personal use and occupancy, and not as inventory or in the course of a business, and that HST does not apply to this transaction.
The Buyer acknowledges that the Seller shall not be obligated to remedy any title objections and the Buyer's sole remedy shall be to terminate this Agreement.
If conditions are not waived in writing by [date/time], the Seller may, at the Seller's option, declare this Agreement null and void.
The Buyer shall not assign this Agreement without the prior written consent of the Seller.
The Buyer acknowledges having been advised to seek independent legal advice prior to executing this Agreement.
The Seller reserves the right to continue to offer the property for sale and accept backup offers until all conditions have been waived or fulfilled.
The Buyer accepts the property in its present 'as-is' condition and acknowledges that the Seller makes no representations or warranties regarding the condition of the property.
Except as expressly set forth in the deed, all representations, warranties, and agreements made by the Seller(s) in this Agreement shall not survive the Closing. Upon delivery and acceptance of the deed, all such representations and warranties shall merge into the deed and be fully extinguished, and the Buyer shall have no further recourse against the Seller(s) regarding the condition of the Property.
All warranties and representations made by Seller(s) apply strictly to the Property's condition prior to Closing. These warranties shall not survive Closing, but shall merge entirely with the deed upon delivery, rendering Seller(s) free of any post-Closing liability regarding the Property's condition.
🛡 Section B — Additional Seller Protection Clauses
In the event the Buyer fails to complete this transaction for any reason not permitted by this Agreement, the deposit paid shall be forfeited to the Seller as liquidated damages and not as a penalty, without prejudice to the Seller's right to pursue any other remedies available at law or in equity, including but not limited to a claim for damages.
The Buyer and the Buyer's agents, inspectors, and contractors shall not access the property without the prior written consent of the Seller or the Listing Brokerage. The Buyer shall be responsible for and shall indemnify the Seller against any loss, damage, or liability arising from any entry upon the property by the Buyer or any person authorized by the Buyer, and shall restore the property to its original condition following any inspection or test.
The Buyer's representations and warranties contained in this Agreement, including but not limited to those relating to the Buyer's intended use of the property and the applicability of Harmonized Sales Tax (HST), shall survive and not merge upon the completion of this transaction, and shall continue in full force and effect following the closing date.
Once any condition set out in this Agreement has been waived in writing by the party for whose benefit the condition was included, such waiver shall be final and irrevocable and shall not be withdrawn or revoked by such party.
The Buyer shall make a bona fide application for financing within two (2) business days of acceptance of this Agreement and shall pursue such application diligently and in good faith. The Buyer shall provide the Seller, upon request, with reasonable evidence that a financing application has been submitted. The Buyer shall not deliberately frustrate or fail to pursue the fulfillment of the financing condition.
Notwithstanding any other provision of this Agreement, if the Buyer provides written notice of any deficiency, defect, or objection which would otherwise entitle the Buyer to terminate this Agreement, the Seller shall have five (5) business days from receipt of such notice to remedy, cure, or satisfy the deficiency, defect, or objection. If the Seller remedies, cures, or satisfies the deficiency, defect, or objection within such period, the Buyer shall not be entitled to terminate this Agreement on the basis of such deficiency, defect, or objection.
The Buyer and Seller acknowledge and agree that the Listing Brokerage and the Co-operating Brokerage, and their respective brokers, salespersons, and employees, shall not be held liable for any representations, warranties, or conditions not expressly set out in this Agreement, including but not limited to any representations regarding the physical condition of the property, the accuracy of measurements, zoning compliance, or the availability of permits.
The Seller makes no representation or warranty that any improvements, renovations, alterations, or additions to the property were made in compliance with applicable building codes, by-laws, or that the necessary permits were obtained. The Buyer acknowledges that it is the Buyer's sole responsibility to verify permit history and compliance with all applicable municipal requirements at the Buyer's own expense prior to the waiver of conditions.