Commercial Realty Clauses


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(A) AGENCY DISCLOSURE

C - Agency - 01 Sub-Agent Compensated through the Listing Broker
C - Agency - 02 Single Agency (Buyer as Customer and Seller as Client)
C - Agency - 03 Single Agency (Seller as Customer and Buyer as Client)
C - Agency - 04 Buyer Broker Compensated through the Seller
C - Agency - 05 Buyer Broker Compensated through the Listing Broker
C - Agency - 06 Buyer Broker Compensated through the Buyer
C - Agency - 07 Dual Agency (When applicable. Do not use in conjunction with Sub-Agent or Single Agency.)

(B) LEASE/FINANCIAL

C - LSE - 01 Net Lease
C - LSE - 02 Gross Lease
C - LSE - 03 Escalation Clause for Property Taxes
C - LSE - 04 Gross Lease with Escalations
C - LSE - 05 Early Occupancy (Net Rent Free)
C - LSE - 06 Early Occupancy (Gross Rent Free)
C - LSE - 07 Rent-Free Period.
C - LSE - 08 Proportionate Share
C - LSE - 09 Option to Renew (Arbitration)
C - LSE - 10 Option to Renew (Appraisal)
C - LSE - 11 Arbitration
C - LSE - 12 Option to Purchase
C - LSE - 13 Rental Paid

(C) LEASE/CONDITIONS

C - LSE - 14 Conditional Upon Solicitor Approval (Lessor)
C - LSE - 15 Conditional Upon Solicitor Approval (Lessee)
C - LSE - 16 Conditional Upon Approval from Board of Directors (Lessor)
C - LSE - 17 Conditional Upon Approval from Board of Directors (Lessee)
C - LSE - 18 Condition: Financial Covenant of Lessee (Condition Subsequent)
C - LSE - 19 Condition: Occupancy Permit (Condition Subsequent)
C - LSE - 20 Condition: Zoning Satisfaction (Condition Subsequent)

(D) LEASE/FIRST RIGHT OF REFUSAL

C - LSE - 21 First Right of Refusal on Vacant Space (Lease)
C - LSE - 22 Lessee's First Right of Refusal

(E) LEASE/CONSTRUCTION

C - LSE - 23 Workmanlike Manner
C - LSE - 24 Lessor's Work
C - LSE - 25 Space Layout Sketch
C - LSE - 26 Alterations and Improvements
C - LSE - 27 Partitions
C - LSE - 28 Partitions with Approval
C - LSE - 29 Structural Penetration
C - LSE - 30 Electrical and Mechanical Equipment in Good Order
C - LSE - 31 Sign
C - LSE - 32 Restoring Premises to Original Condition
C - LSE - 33 Lessor's Contractors to be Used

(F) LEASE/MISCELLANEOUS

C - LSE - 34 Area Measurement
C - LSE - 35 Area Defined
C - LSE - 36 Lease Form
C - LSE - 37 Entire Agreement
C - LSE - 38 Legal, Accounting or Environmental Advice
C - LSE - 39 Agreement to Sign Lease
C - LSE - 40 Assignment
C - LSE - 41 Guarantor
C - LSE - 42 Lease Cancellation Privilege
C - LSE - 43 Goods and Services Tax (Leasing)
C - LSE - 44 Demolition Clause
C - LSE - 45 Assignment Without Consent
C - LSE - 46 Assign and Sub-lease
C - LSE - 47 Insurance
C - LSE - 48 Confidentiality
C - LSE - 49 Compliance with By-laws and Codes
C - LSE - 50 Parking
C - LSE - 51 Use of Common Areas
C - LSE - 52 Access to Shipping and Receiving
C - LSE - 53 Chemicals - Compliance with Regulations

(G) COMMERCIAL - SALE

C - SALE - 01 Condition: Zoning Satisfaction (Condition Subsequent)
C - SALE - 02 Conditional Upon Re-zoning with Seller's Consent
C - SALE - 03 Condition: Inspection of Leases and Real Property (Condition Subsequent)
C - SALE - 04 Conditional Upon Satisfactory Soil Test
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C - SALE - 05 Conditional Upon Sale of Buyer's Property
C - SALE - 06 Seller's Consent to Sub-divide
C - SALE - 07 Seller's Consent for Registration in Land Titles
C - SALE - 08 Seller Permitted to Remain on Property
C - SALE - 09 In Trust for Undisclosed Principal
C - SALE - 10 Easement
C - SALE - 11 Survey, Building Plans, Mechanical Drawings, Warranties
C - SALE - 12 All Equipment in Good Working Order
C - SALE - 13 Right of Access to Property
C - SALE - 14 Local Improvement Charges
C - SALE - 15 Zoning
C - SALE - 16 No Site Plan Development Agreement
C - SALE - 17 Services
C - SALE - 18 Machinery and Equipment
C - SALE - 19 Seller to Repair
C - SALE - 20 Floors
C - SALE - 21 Cleaning
C - SALE - 22 Parking Area
C - SALE - 23 Lighting Fixtures
C - SALE - 24 Additional Equipment
C - SALE - 25 Condition: Buyer's Right to Review Leases (Condition Subsequent)
C - SALE - 26 Change of Completion Date
C - SALE - 27 Agreement Not To Be Registered

(H) COMMERCIAL - SALE CHARGES/MORTGAGES

C - SALE - 28 Chargee/Mortgagee - Consent to Sub-divide
C - SALE - 29 Chargee/Mortgagee - Consent for Re-zoning
C - SALE - 30 Chargee/Mortgagee - Consent to Dedication of Road
C - SALE - 31 Chargee/Mortgagee - Consent to Granting of Easements
C - SALE - 32 Chargee/Mortgagee - Consent for Registration in Land Titles
C - SALE - 33 Partial Discharge - Sale of Lots

 


Commercial Realty Clauses

(A) AGENCY DISCLOSURE

C-Agency-01Sub-Agent Compensated through the Listing Broker
C-Agency-02Single Agency (Buyer as Customer and Seller as Client)
C-Agency-03Single Agency (Seller as Customer and Buyer as Client)
C-Agency-04Buyer Broker Compensated through the Seller
C-Agency-05Buyer Broker Compensated through the Listing Broker
C-Agency-06Buyer Broker Compensated through the Buyer
C-Agency-07Dual Agency (When applicable. Do not use in conjunction with Sub-Agent or Single Agency.)

(B) LEASE/FINANCIAL

C-LSE - 01Net Lease
C-LSE - 02Gross Lease
C-LSE - 03Escalation Clause for Property Taxes
C-LSE - 04Gross Lease with Escalations
C-LSE - 05Early Occupancy (Net Rent Free)
C-LSE - 06Early Occupancy (Gross Rent Free)
C-LSE - 07Rent-Free Period.
C-LSE - 08Proportionate Share
C-LSE - 09Option to Renew (Arbitration)
C-LSE - 10Option to Renew (Appraisal)
C-LSE - 11Arbitration
C-LSE - 12Option to Purchase
C-LSE - 13Rental Paid

(C) LEASE/CONDITIONS

C-LSE - 14Conditional Upon Solicitor Approval (Lessor)
C-LSE - 15Conditional Upon Solicitor Approval (Lessee)
C-LSE - 16Conditional Upon Approval from Board of Directors (Lessor)
C-LSE - 17Conditional Upon Approval from Board of Directors (Lessee)
C-LSE - 18Condition: Financial Covenant of Lessee (Condition Subsequent)
C-LSE - 19Condition: Occupancy Permit (Condition Subsequent)
C-LSE - 20Condition: Zoning Satisfaction (Condition Subsequent)

(D) LEASE/FIRST RIGHT OF REFUSAL

C-LSE - 21First Right of Refusal on Vacant Space (Lease)
C-LSE - 22Lessee's First Right of Refusal

(E) LEASE/CONSTRUCTION

C-LSE - 23Workmanlike Manner
C-LSE - 24Lessor's Work
C-LSE - 25Space Layout Sketch
C-LSE - 26Alterations and Improvements
C-LSE - 27Partitions
C-LSE - 28Partitions with Approval
C-LSE - 29Structural Penetration
C-LSE - 30Electrical and Mechanical Equipment in Good Order
C-LSE - 31Sign
C-LSE - 32Restoring Premises to Original Condition
C-LSE - 33Lessor's Contractors to be Used

(F) LEASE/MISCELLANEOUS

C-LSE - 34Area Measurement
C-LSE - 35Area Defined
C-LSE - 36Lease Form
C-LSE - 37Entire Agreement
C-LSE - 38Legal, Accounting or Environmental Advice
C-LSE - 39Agreement to Sign Lease
C-LSE - 40Assignment
C-LSE - 41Guarantor
C-LSE - 42Lease Cancellation Privilege
C-LSE - 43Goods and Services Tax (Leasing)
C-LSE - 44Demolition Clause
C-LSE - 45Assignment Without Consent
C-LSE - 46Assign and Sub-lease
C-LSE - 47Insurance
C-LSE - 48Confidentiality
C-LSE - 49Compliance with By-laws and Codes
C-LSE - 50Parking
C-LSE - 51Use of Common Areas
C-LSE - 52Access to Shipping and Receiving
C-LSE - 53Chemicals - Compliance with Regulations

(G) COMMERCIAL - SALE

C-SALE - 01Condition: Zoning Satisfaction (Condition Subsequent)
C-SALE - 02Conditional Upon Re-zoning with Seller's Consent
C-SALE - 03Condition: Inspection of Leases and Real Property (Condition Subsequent)
C-SALE - 04Conditional Upon Satisfactory Soil Test
C-SALE - 05Conditional Upon Sale of Buyer's Property
C-SALE - 06Seller's Consent to Sub-divide
C-SALE - 07Seller's Consent for Registration in Land Titles
C-SALE - 08Seller Permitted to Remain on Property
C-SALE - 09In Trust for Undisclosed Principal
C-SALE - 10Easement
C-SALE - 11Survey, Building Plans, Mechanical Drawings, Warranties
C-SALE - 12All Equipment in Good Working Order
C-SALE - 13Right of Access to Property
C-SALE - 14Local Improvement Charges
C-SALE - 15Zoning
C-SALE - 16No Site Plan Development Agreement
C-SALE - 17Services
C-SALE - 18Machinery and Equipment
C-SALE - 19Seller to Repair
C-SALE - 20Floors
C-SALE - 21Cleaning
C-SALE - 22Parking Area
C-SALE - 23Lighting Fixtures
C-SALE - 24Additional Equipment
C-SALE - 25Condition: Buyer's Right to Review Leases (Condition Subsequent)
C-SALE - 26Change of Completion Date
C-SALE - 27Agreement Not To Be Registered

(H) COMMERCIAL - SALE CHARGES/MORTGAGES

C-SALE - 28Chargee/Mortgagee - Consent to Sub-divide
C-SALE - 29Chargee/Mortgagee - Consent for Re-zoning
C-SALE - 30Chargee/Mortgagee - Consent to Dedication of Road
C-SALE - 31Chargee/Mortgagee - Consent to Granting of Easements
C-SALE - 32Chargee/Mortgagee - Consent for Registration in Land Titles
C-SALE - 33Partial Discharge - Sale of Lots

(A)  AGENCY DISCLOSURE

C-Agency-01     Sub-Agent Compensated through the Listing Broker
The parties to the transaction hereby acknowledge that the Co-operating Broker has acted, and is acting as Sub-Agent of the Seller and will be compensated through the Listing Broker.

C-Agency-02     Single Agency (Buyer as Customer and Seller as Client)
The Buyer hereby acknowledges that the Broker _____________________________________, is the Agent of the Seller, representing the interest of the Seller, and Buyer consents to proceed with this transaction.

C-Agency-03     Single Agency (Seller as Customer and Buyer as Client)
The Seller hereby acknowledges that the Broker ________________________________________, is the Agent of the Buyer, representing the interest of the Buyer, and Seller consents to proceed with this transaction.

C-Agency-04     Buyer Broker Compensated through the Seller
The parties to the transaction hereby acknowledge that the Broker is the Agent of the Buyer, working under a Buyer Agency Agreement, representing the interest of the Buyer and the Broker will be compensated through the Seller.

C-Agency-05     Buyer Broker Compensated through the Listing Broker
The parties to the transaction hereby acknowledge that the Co-operating Broker acts for the Buyer under a Buyer Agency Agreement and that the Co-operating Broker will be compensated through the Listing Broker.

C-Agency-06     Buyer Broker Compensated through the Buyer
The parties to the transaction hereby acknowledge that the Co-operating Broker acts for the Buyer under a Buyer Agency Agreement and that the Co-operating Broker will be compensated through the Buyer.

C-Agency-07     Dual Agency (When applicable. Do not use in conjunction with Sub-Agent or Single Agency.)
The parties to the transaction hereby acknowledge that the Listing Broker represents the interests of the Seller and the Buyer, and there has been, and is, dual agency. The Seller and the Buyer have previously acknowledged and consented to such dual agency.

(B)  LEASE/FINANCIAL

C-LSE-01     Net Lease
The rent is to be on an absolutely net basis to the Lessor, and the Lessee agrees to pay as additional rent, its proportionate share of the cost of operation and maintenance for the site, to include but not limited to water, heat, hydro, administrative costs, garbage disposal, realty taxes, outside maintenance and building insurance, (except for structural repairs and items of a capital nature) including all costs of maintaining, repairing, replacing, upkeep, servicing and including, without limiting the generality of the foregoing, other costs and expenses which are defined in the Lessor's lease. These common area costs are currently estimated to be $_______________ per square foot per year, and will be adjusted annually according to actual costs. At the end of the calendar year the Lessor will itemize the common area costs, should the Lessee so request.

C-LSE-02     Gross Lease
It is agreed that the lease arising from this Offer shall be based on a rental rate which includes the Lessor paying realty taxes, outside maintenance, building insurance, heat, hydro and water rates that pertain to the subject leased premises.

C-LSE-03     Escalation Clause for Property Taxes
The Lessee shall pay its proportionate share of any increase in property taxes and local improvement levies over the base year of 20____.

C-LSE-04     Gross Lease with Escalations
It is understood and agreed that any lease arising from this Offer shall be based on a rental rate which shall include the Lessee's proportionate share of realty taxes, outside maintenance, building insurance, heat, hydro, water rates, and management fees, if any. All inclusions have a base year of 20_____, and are subject to yearly adjustments according to actual increases. Such increases above the base year shall be paid proportionately by the Lessee.

C-LSE-05     Early Occupancy (Net Rent Free)
It is understood and agreed that, provided a formal lease has been executed by both the Lessor and the Lessee, and upon Lessee providing evidence of Lessee's insurance satisfactory to the Lessor, the Lessee shall be granted possession of the demised premises on the ___ day of ___________, 20___, net rent free to the Lease Commencement Date, in order to prepare the premises for the operation of its business, provided that, during the said rent-free period, the Lessee shall comply with all the terms and conditions of the lease, and be responsible for the Lessee's proportionate share of all expenses of the property, save and except for payment of minimum rent.

C-LSE-06     Early Occupancy (Gross Rent Free)
It is understood and agreed that, provided a formal lease has been executed by both the Lessor and the Lessee, and upon Lessee providing evidence of Lessee's insurance satisfactory to the Lessor, the Lessee shall be granted possession of the demised premises on the _____ day of ________, 20___, gross rent free to the Lease Commencement Date, in order to prepare the premises for the operation of its business, provided that, during the said rent-free period, the Lessee shall comply with all the terms and conditions of the lease.

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

C-LSE-07     Rent-Free Period
Notwithstanding the Lease Commencement Date, the Lessee shall not be obliged to pay minimum rent during the first _____ month(s) of the term, provided, however, that the Lessee shall be responsible to pay for all additional rent from the Lease Commencement Date.

C-LSE-08     Proportionate Share
The Lessee's proportionate share of such common area shall be defined as the Lessee's area defined herein, divided by the total rentable area, expressed as a percentage. For purposes herein, the rentable area is defined as ___________________________________ and the Lessee's area shall be defined as ______________________.

C-LSE-09     Option to Renew (Arbitration)
Provided that the Lessee is not at any time in default of any covenants within the lease, the Lessee shall be entitled to renew this lease for __________ additional term(s) of ________ (__) year(s) ________ (__) month(s) (each) on written notice to the Lessor given not less than _____ months prior to the expiry of the current term at a rental rate to be negotiated. In the event the Lessor and Lessee cannot agree on the fixed minimum rent at least two months prior to expiry of the current lease, the fixed minimum rent for the renewal period shall be determined by arbitration in accordance with the Arbitration Act or any successor or replacement act.

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

C-LSE-11     Arbitration
All disputes or differences arising in regard to the contract shall be settled by arbitration in accordance with the Arbitration Act of Ontario 1991 or any subsequent legislation in effect at the date of commencement of such arbitration.

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

C-LSE-12     Option to Purchase
In consideration of the sum of ______________________ ($___________) paid by the Lessee to the Lessor, the receipt of which is hereby acknowledged, and in consideration of the terms and conditions herein recited, the Lessor gives to the Lessee an option irrevocable within the time limit herein for acceptance, to purchase, free and clear of all encumbrances, the lands and premises situated at ______ in the ___________ of __________ in the _________ of _________. The option shall be open for acceptance by notice in writing delivered to the Lessor not later than ___ p.m. on the ______ day of _____, 20___. The terms of the purchase shall be the following:_____________________________.

C-LSE-13     Rental Paid
The rent paid by the Lessee to the Lessor shall be ___________________ per annum, paid 1/12 monthly in advance. This rate shall be on a _______________ basis to the Lessor.

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

(C)  LEASE/CONDITIONS

C-LSE-14     Conditional Upon Solicitor Approval (Lessor)
This Offer is conditional upon the approval of the terms hereof by the Lessor's Solicitor. Unless the Lessor gives notice in writing delivered to the Lessee or to the Lessee's address as hereinafter indicated not later than ____ p.m. on the_____ day of _______, 20___, that this condition is fulfilled, this Offer shall be null and void and the deposit shall be returned to the Lessee in full without deduction. This condition is included for the benefit of the Lessor and may be waived at the Lessor's sole option by notice in writing to the Lessee within the time period stated herein.

C-LSE-15     Conditional Upon Solicitor Approval (Lessee)
This Offer is conditional upon the approval of the terms hereof by the Lessee's Solicitor. Unless the Lessee gives notice in writing delivered to the Lessor or to the Lessor's address as hereinafter indicated not later than ____ p.m. on the______ day of _______, 20___, that this condition is fulfilled, this Offer shall be null and void and the deposit shall be returned to the Lessee in full without deduction. This condition is included for the benefit of the Lessee and may be waived at the Lessee's sole option by notice in writing to the Lessor within the time period stated herein.

C-LSE-16     Conditional Upon Approval from Board of Directors (Lessor)
This Offer is conditional upon the approval of the terms hereof by the Lessor's Board of Directors. Unless the Lessor gives notice in writing delivered to the Lessee or to the Lessee's address as hereinafter indicated not later than _____ p.m. on the ______ day of _______________, 20____, that this condition is fulfilled, this Offer shall be null and void and the deposit shall be returned to the Lessee in full without deduction.

NOTE: This Clause is a true condition precedent and neither Lessor or Lessee is entitled to waive this condition.

C-LSE-17     Conditional Upon Approval from Board of Directors (Lessee)
This Offer is conditional upon the approval of the terms hereof by the Lessee's Board of Directors. Unless the Lessee gives notice in writing delivered to the Lessor or to the Lessor's address as hereinafter indicated not later than ____ p.m. on the ________ day of ______________, 20____, that this condition is fulfilled, this Offer shall be null and void and the deposit shall be returned to the Lessee in full without deduction.

NOTE: This Clause is a true condition precedent and neither Lessor or Lessee is entitled to waive this condition.

C-LSE-18     Condition: Financial Covenant of Lessee (Condition Subsequent)
The Lessor shall have until not later than ____ p.m. on the ______ day of ___________, 20___, to verify that the financial covenant of the Lessee is satisfactory to the Lessor. If the Lessee's covenant is not acceptable to the Lessor, the Lessor may terminate this Agreement by notice in writing delivered to the Lessee within the time period stated above and the Lessee's deposit shall be returned in full without deduction.

C-LSE-19     Condition: Occupancy Permit (Condition Subsequent)
The Lessee shall obtain an occupancy permit from the relevant municipality prior to taking occupancy. If the Lessee gives notice in writing delivered to the Lessor or to the Lessor's address as hereinafter indicated not later than ______ p.m. on the ________ day of _______, 20____, that an occupancy permit is not obtainable prior to the date set for occupancy, this Agreement, and the Lease, if signed, shall be terminated and the Lessee's deposit shall be returned in full without deduction. The Lessor agrees to provide the Lessee with all of the plans and drawings required for said permit, at the Lessor's expense.

C-LSE-20     Condition: Zoning Satisfaction Condition Subsequent)
The Lessee shall have until not later that _____ p.m. on the ________ day of ____________, 20___, to satisfy itself that the property is zoned in final and binding form under the relevant zoning by-laws and official plan to permit it to develop or use the property for the purpose of ____________________. If the Lessee is not so satisfied at the Lessee's sole and arbitrary discretion, the Lessee may terminate this Agreement by notice in writing delivered to the Lessor within the time period stated above and the deposit shall be returned to the Lessee in full without deduction.

(D)  LEASE/FIRST RIGHT OF REFUSAL

C-LSE-21 First Right of Refusal on Vacant Space (Lease)
The Lessee shall have the first right of refusal on adjacent space if and when such space becomes available. In the event that the Lessor receives an Offer which it finds acceptable, it shall so notify the Lessee in writing, and the Lessee shall have 72 hours to match the Offer, by notice in writing delivered to the Lessor, failing which the Lessee shall have lost its first right of refusal. For purposes herein, adjacent space shall be deemed to be space on the first floor above, the first floor below, and/or adjoining space on the same floor as the subject unit.

C-LSE-22 Lessee's First Right of Refusal
The Lessor covenants and agrees with the Lessee that, during the term of the lease or any renewal thereof, the Lessor will give the Lessee three (3) business days to submit an Offer upon the same terms and conditions as any bona fide Offer to purchase the leased property that the Lessor has received and is willing to accept, and any Lease executed by the Lessor and Lessee shall include this first right of refusal. The Lessor shall give the Lessee written notice of such bona fide Offer and a copy of such Offer to the Lessee. In the event that the Lessee submits to the Lessor, within the time period described above, a written and signed Offer to purchase the property upon the same terms and conditions as the Offer initially received by the Lessor, the Lessor shall accept the Offer submitted by the Lessee. In the event that the Lessee fails to deliver to the Lessor, within the time limit described above, a written and signed Offer to purchase the property on the same terms and conditions as the initial Offer, the Lessor shall be at liberty to sell the property to the Buyer who submitted the initial Offer. Should the Lessee exercise the said first right of refusal, the Lessor agrees to pay the Agents so named in this Agreement, (or their successor companies) a fee of ________________________.

(E)  LEASE/CONSTRUCTION

C-LSE-23     Workmanlike Manner
Any work carried out by the Lessor, or the Lessee, their employees, agents or contractors shall be done in a workmanlike and professional manner and in compliance with all applicable governmental bylaws and codes governing the use of the demised premises.

C-LSE-24     Lessor's Work
As an inducement for the Lessee to enter into a Lease contract with the Lessor, the Lessor covenants that it will carry out the following work prior to the Lessee taking possession, at no cost to the Lessee:
[insert as needed].

C-LSE-25     Space Layout Sketch
The Lessee shall provide the Lessor, within three (3) days of acceptance of this Offer, a layout sketch showing the area that the Lessor is to improve for the Lessee.

C-LSE-26     Alterations and Improvements
The Lessee may make any necessary alterations and improvements to said premises, at the Lessee's own expense, subject to the Lessor's written consent, and such consent shall not be unreasonably withheld. The Lessee may, however, make any necessary minor internal improvements to said premises, at the Lessee's own expense, without the Lessor's consent and in compliance with all applicable governmental by-laws and codes governing the use of the demised premises.

C-LSE-27     Partitions
It is understood and agreed that the Lessee may utilize the existing partitions in the demised premises and may re-locate such partitions and build additional partitions, as required by the Lessee.

C-LSE-28     Partitions with Approval
The Lessee may build additional partitions, as required, subject to approval by the Lessor, provided that such approval shall not be unreasonably withheld.

C-LSE-29     Structural Penetration
It is agreed and understood that no openings may be made in the floors, walls and roof of the demised premises without the prior written consent of the Lessor. Should the Lessor consent to such work, it shall be done and maintained in a professional manner, at the sole cost of the Lessee.

C-LSE-30     Electrical and Mechanical Equipment in Good Order
The Lessor warrants that all mechanical, heating, ventilating, air conditioning equipment (HVAC), and electrical equipment will be in good working order, normal wear and tear excepted, on or before the occupancy date set herein.

C-LSE-31     Sign
The Lessee may install in, upon, or about the said premises any signs and advertising material which shall remain the property of the Lessee, which the Lessee may remove upon the expiration of the Lease, provided that all damage caused is repaired and the premises left in good repair. All signs and location(s) are to be approved beforehand in writing by the Lessor (such consent not to be unreasonably withheld) and must conform with all applicable governmental by-laws and codes.

C-LSE-32     Restoring Premises to Original Condition
The Lessee may, at the Lessee's own expense, subject to the written approval of the Lessor, install any fittings, fixtures, and partitions that may be necessary for the operation of the Lessee's business, from time to time during the lease term, provided that upon termination of the lease term or renewal thereof, the Lessee shall, at the option of the Lessor, restore the premises to its original condition, at no cost to the Lessor.

C-LSE-33     Lessor's Contractors to be Used
The Lessor may require that all mechanical, electrical, roofing and structural work to be done with respect to the leased premises, by the Lessee at any time, be carried out by the Lessor's contractors and employees at the Lessee's costs, such costs to be competitive with the prices obtained by the Lessee from its contractors.
 

(F)  LEASE/MISCELLANEOUS

C-LSE-34     Area Measurement
The Lessor and the Lessee agree that, should the actual square footage differ from the area stated herein, the annual rental rate shall be adjusted to reflect the actual square footage of the demised premises.

C-LSE-35     Area Defined
The Lessor and Lessee agree that the rentable area of the leased premises is about ________ square feet, with the actual area to be adjusted accordingly, should the actual measurement differ. The area shall be measured by using the current BOMA Standards.

C-LSE-36     Lease Form
Attached hereto as Schedule "_____" is a copy of the Lessor's standard Lease form, which the Lessor will alter to reflect the business terms defined herein, and the Lessee agrees to sign same subject to minor adjustments as negotiated between the Lessor's and the Lessee's Solicitors, both acting reasonably. In the event of a difference or contradiction between this Offer and the standard Lease form, the terms of the Lease as so negotiated shall prevail, save for manifest error.

C-LSE-37     Entire Agreement
It is understood and agreed that the contract resulting from the acceptance of this Offer shall be as expressly set out herein and in the schedules attached hereto and, except as expressly set out herein and in the attached schedules hereto, there are no collateral or other representations, warranties, conditions or agreements between the Lessor and Lessee, and none shall be implied.

C-LSE-38     Legal, Accounting or Environmental Advice
The Parties to this Agreement acknowledge that the real estate Broker(s) so named in this Agreement has recommended that the Parties obtain independent professional advice prior to signing this document. The Parties further acknowledge that no information provided by such real estate Broker(s) is to be construed as legal, tax or environmental advice.

C-LSE-39     Agreement to Sign Lease
Prior to the Lessee taking possession of the demised premises, the parties shall execute the Lease in the form attached hereto, as Schedule "_____" of the Agreement to Lease.

C-LSE-40     Assignment
The Lessee shall have the right to assign its interests under this Lease to a limited company, partnership, or person. The Lessee agrees to send written notice to the Lessor of its intention to assign to the Lessor and obtain the Lessor's written approval prior to any assignment. Such approval shall not be arbitrarily or unreasonably withheld or delayed.

C-LSE-41     Guarantor
The obligations created by the Lessee so named herein shall be jointly and severally assumed by the guarantor, whose name is identified at the end of this Agreement, and the guarantor agrees to be bound by the terms herein. In the enforcement of its rights under this guarantee, the Lessor may proceed against the guarantor as if the guarantor were named as Lessee under this Lease.

C-LSE-42     Lease Cancellation Privilege
The Lessee shall have the option to cancel the Lease at any time during the Lease, provided that the Lessee gives the Lessor at least _____ days written notice of the Lessee's intention to cancel, and provided that the Lessee is not in default at the time of giving of such notice, or at the time of termination itself. The payment for this option shall be a cancellation fee of ____________________, payable at the time of giving notice of intention to cancel.

C-LSE-43     Goods and Services Tax (Leasing)
The Lessee acknowledges that Goods and Services Tax (G.S.T.) will be collectable by the Lessor on the rent paid and on common area expenses as defined herein.

C-LSE-44     Demolition Clause
At any time after the ______ day of ____________, 20___, should the Lessor undertake to proceed with full or partial demolition of the building, then upon ______ full calendar months written notice from the Lessor to the Lessee, of the Lessor's undertaking to demolish, the Lessee agrees to vacate the premises, and surrender the unexpired portion of the term, at the expiry of the above notice period. Upon surrender of the premises, the Lessor shall pay to the Lessee by way of compensation for improvements an amount standing in the same proportion to the cost to the Lessee of leasehold improvements made by the Lessee pursuant to the provisions of the Lease or with the consent of the Lessor as the unexpired portion of the term stands to the period of time from the Lessee's payment of such cost to the end of the unexpired portion of the term.

C-LSE-45     Assignment Without Consent
It is understood and agreed between the Parties that the Lessee may assign the Lease to an individual, company, partnership or joint venture in which it has a financial interest without consent of the Lessor, provided that the Lessee shall not be relieved of any liability under this Agreement.

C-LSE-46     Assign and Sub-lease
The Lease shall contain a clause permitting the Lessee to assign or sub-lease the demised premises, in whole or part, at any time or times, with consent of the Lessor, and such consent shall not be unreasonably withheld or delayed. Provided that consent as aforesaid shall be required if the Lessee is a corporation and there has been a change of control in the corporation, notwithstanding, the Lessee shall remain on covenant.

C-LSE-47     Insurance
The Lease shall contain a clause requiring the Lessee to obtain insurance, at the expense of the Lessee, as required by the Lessor and which may include insurance on the property and operations of the Lessee, including insurance for fire and such additional perils as are normally insured against, liability insurance, boiler and machinery insurance, plate glass insurance and any other insurance as may be reasonably required by the Lessor.

C-LSE-48     Confidentiality
The Lessee hereby covenants and agrees that the contents, terms and conditions of this Agreement and the Lease to be executed shall be kept strictly confidential. It is understood that the Lessee will not, without written permission of the Lessor, discuss or reveal the terms of this Agreement with other Parties including, but not limited to other tenants, prospective tenants, real estate agents, suppliers or customers, save and except for the legal and financial advisors of the Lessee.

C-LSE-49     Compliance with By-laws and Codes
The Lessee covenants to comply with all applicable governmental by-laws and codes governing the use of the demised premises.

C-LSE-50     Parking
The Lessor will provide the Lessee with a minimum of __________ (__) parking spaces, included in the rent, during the term of the Lease, and the Lessee and the customers, representatives and agents of the Lessee shall have the sole and exclusive right to use these parking spaces set out in Schedule "_____" attached.

C-LSE-51     Use of Common Areas
It is understood and agreed that the Lessee shall have the right to use, in common with all others entitled thereto, the common areas of the property, including lobbies, hallways, common rooms, entrances, driveways, parking lots and common lands appurtenant to the building containing the demised premises, and the Lessee covenants that the Lessee will not obstruct these common areas.

C-LSE-52     Access to Shipping and Receiving
The Lease shall contain a clause providing that the Lessee shall have full access at all times from _______________________ for the purpose of shipping and receiving.

C-LSE-53     Chemicals - Compliance with Regulations
The Lessee's use of the premises is to comply with all requirements of the municipal zoning by-laws, the requirements of the Ministry of the Environment and the rules and regulations of the Environmental Protection Act and any amendments thereto. The Lessee agrees to indemnify and hold harmless the Lessor from and against any claims, demands, losses, costs, damages, actions, suits or proceedings which may be brought or commenced by anyone or any group including any environmental agency or group as a result of the Lessee's use of the premises or any breach by the Lessee of any rules, by-laws, and regulations. The Lessee warrants that no noxious or environmentally unfriendly chemicals or products shall be allowed to enter the drains throughout the lease term, and upon vacating the premises, no such chemicals or products shall be left on the premises.

(G)  COMMERCIAL - SALE

C-SALE - 01     Condition: Zoning Satisfaction (Condition Subsequent)
The Buyer shall have until not later than ____ p.m. on the ______ day of ___________, 20___, to satisfy the Buyer that the property is zoned in final and binding form under the relevant zoning bylaws and official plan to permit it to develop or use the property for the purpose of _____________. If the Buyer is not so satisfied at the Buyer's sole and arbitrary discretion, the Buyer may terminate this Agreement by notice in writing delivered to the Seller prior to the expiry of such period and the deposit shall be returned to the Buyer in full without deduction.

C-SALE - 02     Conditional Upon Re-zoning with Seller's Consent
This Offer is conditional upon the Buyer obtaining at the Buyer's expense, a re-zoning of the property to permit ______________________ for the said property. Both Buyer and Seller agree to proceed in a diligent manner to obtain the re-zoning. Unless the Buyer gives notice in writing delivered to the Seller not later than _____ p.m. on the _______ day of ____________, 20___, that this condition has been fulfilled, this Offer shall become null and void and the deposit shall be returned to the Buyer in full without deduction. This condition is included for the benefit of the Buyer and may be waived at the Buyer's sole option by notice in writing to the Seller within the time period stated herein. The Seller agrees, upon written notice, to execute applications and all other documents required for the Buyer to change the official plan, if necessary, and to re-zone the lands to a zoning suitable to the Buyer, or to amend any by-laws, and to support such application or applications for re-zoning or amending of by-laws, and to co-operate with the Buyer, in all reasonable respects, provided that the Buyer pay all costs of said re-zoning.

C-SALE - 03     Condition: Inspection of Leases and Real Property (Condition Subsequent)
This Agreement is conditional upon the Buyer inspecting and approving the real property, the Leases (or Offers to Lease if no Leases are available), and improvements. Unless the Buyer notifies the Seller or the Seller's agents in writing by not later than _____ p.m. on the ______ day of __________, 20____, that the Buyer is not satisfied with any of the above inspections, the Buyer shall be deemed to have waived this condition and this Agreement shall remain valid and binding. The Seller agrees to: Supply the Buyer not later than _____ p.m. on the ______ day of _______________, 20____, with all Leases and/or Offers to Lease which are in force at the time of acceptance of this Offer and a set of "as built" building plans for the development of the site (if such are in its possession); Allow the Buyer, its agents and employees, to inspect the land and improvements at mutually convenient time or times; and Authorize all governmental and other authorities having jurisdiction over the real property to release to the Buyer all information such authorities have on file respecting the property. Should the Buyer hire agents, the cost and responsibility of such work shall be for the account of the Buyer. The Buyer covenants and agrees to restore the property forthwith after inspection to its preexisting physical condition prior to the time of the first such inspection. If the Buyer is not satisfied with the results of the Buyer's inspection, the Buyer shall so notify the Seller, who may elect to remedy such results. If the Seller does not remedy such results to the satisfaction of the Buyer, the Buyer may terminate this Agreement by notice in writing delivered to the Seller not later than ____ p.m. on the ____ day of ________, 20___, and the deposit shall be returned to the Buyer in full without deduction. The Buyer agrees to treat the results of such inspections in a strictly confidential manner and not to disclose the results to a third party except where required by law. There shall be no compulsory requirement to disclose the result to the Seller.

C-SALE - 04     Conditional Upon Satisfactory Soil Test
This Offer is conditional upon the Buyer obtaining at the Buyer's own expense, soil tests verifying the land is satisfactory to the Buyer, in the Buyer's sole and absolute discretion, for the construction of a ________________ on the land. Unless the Buyer gives notice in writing delivered to the Seller not later than _____ p.m. on the _______ day of ________________, 20___, that this condition is fulfilled, this Offer shall be null and void and the deposit shall be returned to the Buyer in full without deduction. The Seller agrees to co-operate in providing access to the land for the purpose of the soil tests. This condition is included for the benefit of the Buyer and may be waived at the Buyer's sole option by notice in writing to the Seller within the time period stated herein. If the Buyer fails to provide a notice of fulfillment of the condition or fails to waive the condition as provided above, the Buyer agrees to reasonably restore any alterations to the condition of the property caused by the soil tests.

C-SALE - 05     Conditional Upon Sale of Buyer's Property
This Offer is conditional upon the sale of the Buyer's property known as ___________________. Unless the Buyer gives notice in writing delivered to the Seller not later than _____ p.m. on the _______ day of ______________, 20___, that this condition is fulfilled, this offer shall be null and void and the deposit shall be returned to the Buyer in full without deduction. This condition is included for the benefit of the Buyer and may be waived at the Buyer's sole option by notice in writing to the Seller within the time period stated herein.

C-SALE - 06     Seller's Consent to Sub-divide
The Seller agrees to co-operate with the Buyer in the application for and registration of any plan or plans of sub-division on the said property and the Seller agrees to execute any requisite documents for the application and registration of any plan of sub-division, provided that the Buyer pay all costs for the application, requirements for approval and registration of the plan of sub-division.

C-SALE - 07     Seller's Consent for Registration in Land Titles
The Seller agrees that the Buyer shall have the right to apply to register the lands or any part or parts under the Land Titles System, and Seller agrees to execute all documents required by the Buyer with respect thereto, provided that the Buyer pay all costs of said application and registration.

C-SALE - 08     Seller Permitted to Remain on Property
The Seller shall be permitted the right to remain upon and continue the Seller's use of the real property, free of any payment of rent for a period of ____________________________ after the date of completion, provided that the Seller agrees to vacate the property at the end of the period and provided that the Seller shall, during the period, maintain the lands and buildings in good repair and not permit waste upon the property. The Seller shall pay taxes, insurance and utilities during this period. The Buyer shall have free access to the lands during this period and reasonable access to the buildings. The Seller shall be permitted to remove all personal property from the said property either during this period or upon vacating the property. These provisions, where applicable, shall not lapse or merge on completion of this transaction.

C-SALE - 09     In Trust for Undisclosed Principal
The Seller acknowledges and agrees that the Buyer has entered into this Agreement as Trustee for an unnamed Principal (the "Principal") and that upon the Buyer delivering written notice to the Seller of the name of the Principal, the Seller will complete the transaction with the Principal as if the Principal had been the party who originally signed the Agreement, and the Buyer who signed the Agreement shall have no personal liability for the Agreement.

C-SALE - 10     Easement
The Buyer agrees to accept title to the property subject to an easement in favour of __________.

C-SALE - 11     Survey, Building Plans, Mechanical Drawings, Warranties
The Seller agrees to provide, at the expense of the Seller, a survey of the property, completed by an Ontario Land Surveyor, showing the current location of all buildings, structures, additions, fences, improvements, easements, rights-of-way and encroachments affecting the property. The Seller also agrees to supply all building plans, mechanical drawings, and any other plans, and all warranties and service manuals, if available, applicable to any equipment or chattels included in the purchase price.

C-SALE - 12     All Equipment in Good Working Order
The Seller warrants that all the mechanical, electrical, heating, ventilation, air conditioning systems, air compressors, elevators, conveyor systems, sprinkler systems, boilers, and all other equipment on the real property shall be in good working order on completion. The Parties agree that this warranty shall survive and not merge on completion of this transaction, but apply only to those circumstances existing at the completion of this transaction.

C-SALE - 13     Right of Access to Property
Upon acceptance of this Offer, the Buyer shall be allowed to enter the premises, from time to time, after permission from the Seller, for the purpose of obtaining information about heating and electrical systems, maintenance, and any other related utility service for the building.

C-SALE - 14     Local Improvement Charges
The Seller warrants that the lands are free and clear of any local improvement charges and will be free and clear of local improvement charges on completion and that Seller has not received any notification of future local improvement charges for the property. If local improvement charges are not paid as of completion, they will be adjusted as a benefit to the Buyer on completion.

C-SALE - 15     Zoning
The Seller warrants that the lands are zoned as ________________ under by-law ______________ for the municipality of ____________________.

C-SALE - 16     No Site Plan Development Agreement
The Seller warrants that the lands are not subject to a Site Plan Development Agreement.

C-SALE - 17     Services
The Seller warrants that municipal services to the subject property include _____________________ ______________________________________________ and are available for use by the Buyer, Buyer to pay any usual connection charges.

C-SALE - 18     Machinery and Equipment
The Seller agrees to remove, at the expense of the Seller, any machinery or equipment, including mountings protruding from walls and floors, and to repair any damage caused by said removal.

C-SALE - 19     Seller to Repair
The Seller agrees to repair at the expense of the Seller, prior to the date of completion, any openings or holes in walls, floors, ceilings or window areas resulting from the removal of equipment, as requested after discussion with the Buyer and more particularly as hereinafter set out: ______________________________________________________________________ and permit the Buyer the right to inspect the premises to ensure that said repairs have been completed.

C-SALE - 20     Floors
The Seller agrees to clean, repair or replace any damaged floor covering in the sections of the building as indicated by the Buyer and more particularly as hereinafter set out: ______________________________________________________________ and permit the Buyer the right to inspect the premises to ensure that said cleaning, repairing or replacing has been completed.

C-SALE - 21     Cleaning
The Seller agrees to leave the premises, including the floors, in a clean and broom swept condition.

C-SALE - 22     Parking Area
The Seller agrees to remove all equipment, storage containers and any other materials, including refuse and debris, from the property and to leave the parking area in a clean and vacant condition.

C-SALE - 23     Lighting Fixtures
All lighting fixtures on the premises are included in the purchase price and are to be in good working order on completion.

C-SALE - 24     Additional Equipment
The Seller agrees to give the Buyer the first right to negotiate for the purchase of any equipment to be sold by the Seller upon a price to be mutually agreed upon. In the event that the parties cannot agree to a price at least _____ days prior to the date of completion, then said first right shall become null and void.

C-SALE - 25     Condition: Buyer's Right to Review Leases (Condition Subsequent)
Upon acceptance of this Offer, the Seller agrees to provide the Buyer with copies of all leases on the property. Upon review by the Buyer, if the terms of said leases are unacceptable to the Buyer, in the Buyer's sole and unfettered discretion, the Buyer shall have the right to terminate this Agreement by notice in writing delivered to the Seller not later than ____ p.m. on the _____ day of______, 20, and the deposit shall be returned to the Buyer in full without deduction.

C-SALE - 26     Change of Completion Date
Notwithstanding the completion date set out in this Agreement, the Buyer and Seller may, by mutual agreement in writing, advance or extend the date of completion of this transaction.

C-SALE - 27     Agreement Not To Be Registered
The Buyer acknowledges that it has no legal or equitable interest in the Property as a result of entering into this Agreement until such time as the Buyer has completed the transaction. The Buyer covenants and agrees that the Buyer shall not cause or permit the registration of this Agreement or any memorandum or any notice (including a certificate of pending litigation or caution) thereof or with respect thereto at any time at the Land Registry Office or the Land Titles Office for ________________ or in any other office of public record. If the Buyer shall be in breach of this covenant, the Seller shall, in addition to all other rights and remedies in law or in equity, be entitled to: a) Cancel this Agreement and retain the deposit and any earned interest, free of all claims by the Buyer; and b) A decree of order restraining or removing such registration and the Buyer shall not plead in defence thereto that there would be an adequate remedy at law, it being recognized and agreed that the injury and damage resulting from such breach would be impossible to measure monetarily. In case of any such registration, the Buyer, on behalf of the Buyer and the Buyer's successors and assigns and on behalf of anyone claiming under the Buyer, hereby irrevocably appoints, nominates and constitutes the Seller as the Buyer's true and lawful attorney for the Buyer and in the Buyer's name and on the Buyer's behalf to execute all documents, releases, agreements and things as may be necessary or desirable to ensure that title to the Property is free of all claims of the Buyer.

(H)  COMMERCIAL - SALE CHARGES/MORTGAGES

C-SALE - 28     Chargee/Mortgagee - Consent to Sub-divide
This Charge/Mortgage shall contain a clause permitting the Chargor/Mortgagor to register a plan or plans of sub-division on the Charged/Mortgaged lands and the Chargee/Mortgagee agrees to cooperate with the Chargor/Mortgagor and execute any required documents for the application and registration of any plan of sub-division, provided that the Chargor/Mortgagor pay all costs for the application, requirements for approval and registration of the plan of sub-division.

C-SALE - 29     Chargee/Mortgagee - Consent for Re-zoning
This Charge/Mortgage shall contain a clause requiring the Chargee/Mortgagee, upon written notice, to execute applications and all other documents required for the Chargor/Mortgagor to change the Official Plan, if necessary, and to re-zone the lands to a zoning suitable to the Chargor/Mortgagor, or to amend any by-laws, and to support such application or applications for re-zoning or amending of by-laws and to co-operate with the Chargor/Mortgagor in all reasonable respects, provided that the Chargor/Mortgagor pay all costs of said re-zoning.

C-SALE - 30     Chargee/Mortgagee - Consent to Dedication of Road
This Charge/Mortgage shall contain a clause permitting the dedication of all roads and other lands required by municipal and provincial authorities on any proposed plan or plans of sub-division and providing for a discharge of such lands, as may be required for such purposes, from the Charge/Mortgage, without additional payment by the Chargor/Mortgagor other than the normal legal costs of the Chargee/Mortgagee.

C-SALE - 31     Chargee/Mortgagee - Consent to Granting of Easements
This Charge/Mortgage shall contain a clause requiring the Chargee/Mortgagee to postpone the Charge/ Mortgage in favour of the granting of any easements to municipal or other governmental authorities or Public Utilities Commission or Corporation, required for the supply and/or installation of gas, telephone, electricity, water, sewer, railroad, or other similar services, without additional payment by the Chargor/ Mortgagor other than the normal legal costs of the Chargee/Mortgagee.

C-SALE - 32     Chargee/Mortgagee - Consent for Registration in Land Titles
This Charge/Mortgage shall contain a clause permitting the Chargor/Mortgagor to apply to register the lands, or any part or parts, under the Land Titles System, and the Chargee/Mortgagee agrees to execute any and all documents required by the Chargor/Mortgagor with respect thereto, provided that the Chargor/Mortgagor pay all costs of said registration.

C-SALE - 33     Partial Discharge - Sale of Lots
This Charge/Mortgage shall contain a clause permitting the partial discharge for individual lots on payment of the sum of ______________________________ ($________________) on account of principal, plus accrued interest to the date of payment, or such other amount of payment as mutually agreed upon between Chargor/Mortgagor and Chargee/Mortgagee, for each lot to be discharged.