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EXHIBIT 10.115
[TORONTO REAL ESTATE BOARD LOGO] [REALTY LOGO]
AGREEMENT OF PURCHASE AND SALE
(FOR USE IN THE PROVINCE OF ONTARIO)
PURCHASER AMRAM'S DISTRIBUTING LTD. , agrees to purchase from
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(Full legal names of all Purchasers)
VENDOR METRUS PROPERTIES LTD. , the following
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(Full legal names of all Vendors)
REAL PROPERTY:
Address as outlined below fronting on the East side of Parkshore Drive
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the City of Brampton
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and having a frontage of more or less by a depth of more or less and legally
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described as Being 7.5 acres (more or less), described Plan 43M-987 Block 1
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and Block 2 (partial) Regional Municipality of Peel, as shown approximately as
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cross-hatched on Schedule "B" (the "property").
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(Legal description of land including easements not described elsewhere)
PURCHASE PRICE: One Million, Five Hundred Fifty Six Thousand, Two Hundred and
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Fifty Dollars (CDN$1,556,250.00)
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DEPOSIT:
Purchaser submits (upon acceptance) Eighty Thousand Dollars (CDN$80,000.00)
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(Herewith/Upon Acceptance)
cash or negotiable cheque payable to CB Commercial Real Estate Group
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Canada Inc., Realtor to be held in trust pending completion of other
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termination of this Agreement and to be credited toward the Purchase Price on
completion. Purchaser agrees to pay the balance as follows:
SCHEDULE(S) "A" & "B" attached hereto form(s) part of this Agreement.
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1. CHATTELS INCLUDED: N/A
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2. FIXTURES EXCLUDED: N/A
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3. RENTAL ITEMS: The following equipment is rented and not included in the
Purchase Price. The Purchaser agrees to assume the rental contract(s), if
assumable
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4. IRREVOCABILITY: This Offer shall be irrevocable by Purchaser until
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(Vendor/Purchaser)
5:00 p.m. on the 27th day of November, 1997 after which time, if not
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accepted, this Offer shall be null and void and the deposit shall be
returned to the Purchaser in full without interest.
5. COMPLETION DATE: This Agreement shall be completed by no later than 6:00
p.m. on the 30th day of January, 1998. Upon completion, vacant possession
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of the property shall be given to the Purchaser unless otherwise provided
for in this Agreement.
6. NOTICES: Vendor hereby appoints the Listing Broker as Agent for the purpose
of giving and receiving notices pursuant to this Agreement. Only if the
Co-operating Broker represents the interests of the Purchaser in this
transaction, the Purchaser hereby appoints the Co-operating Broker as Agent
for the purpose of giving and receiving notices pursuant to this Agreement.
Any notice relating hereto or provided for herein shall be in writing. This
offer, any counter offer, notice of acceptance thereof, or any notice shall
be deemed given and received, when hand delivered to the address for service
provided in the Acknowledgement below, or where a facsimile number is
provided herein, when transmitted electronically to that facsimile number.
FAX No. (For delivery of notices to Vendor)
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FAX No. ▇▇▇-▇▇▇-▇▇▇▇ (For delivery of notices to Purchaser)
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7. GST: if this transaction is subject to Goods and Services Tax (G.S.T.),
then such tax shall be in addition to the Purchase Price.
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(included in/in addition to)
If this transaction is not subject to G.S.T., Vendor agrees to certify on
or before closing, that the transaction is not subject to G.S.T.
8. TITLE SEARCH: Purchaser shall be allowed until 6:00 p.m. on the 15th day of
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January, 1998, (Requisition Date) to examine the title to the property at
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his own expense and until the earlier of: (i) thirty days from the later of
the Requisition Date or the date on which the conditions in this Agreement
are fulfilled or otherwise waived or; (ii) five days prior to completion, to
satisfy himself that there are no outstanding work orders or deficiency
notices affecting the property, that its present use (M-4 Industrial)
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may be lawfully continued and that the principal building may be insured
against risk of fire. Vendor hereby consents to the municipality or other
governmental agencies releasing to Purchaser details of all outstanding work
orders affecting the property, and Vendor agrees to execute and deliver such
further authorizations in this regard as Purchaser may reasonably require.
9. FUTURE USE: Vendor and Purchaser agree that there is no representation or
warranty of any kind that the future intended use of the property by
Purchaser is or will be lawful except as may be specifically provided for in
this Agreement.
10. TITLE: Provided that the title to the property is good and free from all
registered restrictions, charges, liens, and encumbrances except as
otherwise specifically provided in this Agreement and save and except for
(a) any registered restrictions or covenants that run with the land
providing that such are complied with;* (b) any registered municipal
agreements and registered agreements with publicly regulated utilities
providing such have been complied with, or security has been posted to
ensure compliance and completion, as evidenced by a letter from the relevant
municipality or regulated utility;* (c) any minor easements for the supply
of domestic utility or telephone services to the property or adjacent
properties;* (d) any easements for drainage, storm or sanitary sewers,
public utility lines, telephone lines, cable television lines or other
services*. If within the specified times referred to in paragraph 8 any
valid objection to title or to any outstanding work order or deficiency
notice, or to the fact the said present use may not lawfully be continued,
or that the principal building may not be insured against risk of fire is
made in writing to Vendor and which Vendor is unable to remove, remedy or
satisfy and which Purchaser will not waive, this Agreement notwithstanding
any intermediate acts or negotiations in respect of such objections, shall
be at an end and all monies paid shall be returned without interest or
deduction and Vendor, Listing Broker and Co-operating Broker shall not be
liable for any costs or damages. Save as to any valid objection so made by
such day and except for any objection going to the root of the title,
Purchaser shall be conclusively deemed to have accepted Vendor's title to
the property.
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* and which do not materially affect the Purchaser's intended use
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11. DOCUMENTS AND DISCHARGE: Purchaser shall not call for the production of any
title deed, abstract, survey or other evidence of title to the property
except such as are in the possession or control of Vendor. If requested by
Purchaser, Vendor will deliver any sketch or survey of the property within
Vendor's control to Purchaser as soon as possible and prior to the
Requisition Date. If a discharge of any Charge/Mortgage held by a
corporation incorporated pursuant to the Trust And Loan Companies Act
(Canada), Chartered Bank, Trust Company, Credit Union, Caisse Populaire or
Insurance Company and which is not to be assumed by Purchaser on
completion, is not available in registrable form on completion, Purchaser
agrees to accept Vendor's lawyer's personal undertaking to obtain, out of
the closing funds, a discharge in registrable form and to register same on
title within a reasonable period of time after completion, provided that on
or before completion Vendor shall provide to Purchaser a mortgage statement
prepared by the mortgagee setting out the balance required to obtain the
discharge, together with a direction executed by Vendor directing payment
to the mortgagee of the amount required to obtain the discharge out of the
balance due on completion.
12. INSPECTION: Purchaser acknowledges having had the opportunity to inspect
the property and understands that upon acceptance of this Offer there shall
be a binding agreement of purchase and sale between Purchaser and Vendor.
13. INSURANCE: All buildings on the property and all other things being
purchased shall be and remain until completion at the risk of Vendor.
Pending completion, Vendor shall hold all insurance policies, if any, and
the proceeds thereof in trust for the parties as their interests may appear
and in the event of substantial damage, Purchaser may either terminate this
Agreement and have all monies paid returned without interest or deduction
or else take the proceeds of any insurance and complete the purchase. No
insurance shall be transferred on completion. If Vendor is taking back a
Charge/Mortgage, or Purchaser is assuming a Charge/Mortgage, Purchaser
shall supply Vendor with reasonable evidence of adequate insurance to
protect Vendor's or other mortgagee's interest on completion.
14. PLANNING ACT: This Agreement shall be effective to create an interest in
the property only if Vendor complies with the subdivision control
provisions of the Planning Act by completion and Vendor covenants to
proceed diligently at his expense to obtain any necessary consent by
completion.
15. DOCUMENT PREPARATION: The Transfer/Deed shall, save for the Land Transfer
Tax Affidavit, be prepared in registrable form at the expense of Vendor,
and any Charge/Mortgage to be given back by the Purchaser to Vendor at the
expense of the Purchaser. If requested by Purchaser, Vendor covenants that
the Transfer/Deed to be delivered on completion shall contain the
statements contemplated by Section 50 (22) of the Planning Act, R.S.O.
1990.
16. RESIDENCY: Purchaser shall be credited towards the Purchase Price with the
amount, if any, necessary for Purchaser to pay to the Minister of National
Revenue to satisfy Purchaser's liability in respect of tax payable by
Vendor under the non-residency provisions of the Income Tax Act by reason
of this sale. Purchaser shall not claim such credit if Vendor delivers on
completion the prescribed certificate or a statutory declaration that
Vendor is not then a non-resident of Canada.
17. ADJUSTMENTS: Any rents, mortgage interest, realty taxes including local
improvement rates and unmetered public or private utility charges and
unmetered cost of fuel, as applicable, shall be apportioned and allowed to
the day of completion, the day of completion itself to be apportioned to
Purchaser.
18. TIME LIMITS: Time shall in all respects be of the essence hereof provided
that the time for doing and completing of any matter provided for herein
may be extended or abridged by an agreement in writing signed by Vendor and
Purchaser or by their respective lawyers who may be specifically authorized
in that regard.
19. TENDER: Any tender of documents or money hereunder may be made upon Vendor
or Purchaser or their respective lawyers on the day set for completion.
Money may be tendered by bank draft or cheque certified by a Chartered
Bank, Trust Company, Province of Ontario Savings Office, Credit Union or
Caisse Populaire.
20. FAMILY LAW ACT: Vendor warrants that spousal consent is not necessary to
this transaction under the provisions of the Family Law Act, R.S.O. 1990
unless Vendor's spouse has executed the consent hereinafter provided.
21. UFFI: Vendor represents and warrants to Purchaser that during the time
Vendor has owned the property, Vendor has not caused any building on the
property to be insulated with insulation containing ureaformaldehyde, and
that to the best of Vendor's knowledge no building on the property contains
or has ever contained insulation that contains ureaformaldehyde. This
warranty shall survive and not merge on the completion of this transaction,
and if the building is part of a multiple unit building, this warranty
shall only apply to that part of the building which is the subject of this
transaction.
22. CONSUMER REPORTS: THE PURCHASER IS HEREBY NOTIFIED THAT A CONSUMER REPORT
CONTAINING CREDIT AND/OR PERSONAL INFORMATION MAY BE REFERRED TO IN
CONNECTION WITH THIS TRANSACTION.
23. AGENCY: It is understood that the brokers involved in the transaction
represent the parties as set out in the Confirmation of Representation
below.
24. AGREEMENT IN WRITING: If there is conflict between any provision added to
this Agreement (including any Schedule attached hereto) and any provision
in the standard pre-set portion hereof, the added provision shall supersede
the standard pre-set provision to the extent of such conflict. This
Agreement including any Schedule attached hereto, shall constitute the
entire Agreement between Purchaser and Vendor. There is no representation
warranty, collateral agreement or condition, which affects this Agreement
other than as expressed herein. This Agreement shall be read with all
changes of gender or number required by the context.
25. SUCCESSORS AND ASSIGNS: The heirs, executors, administrators, successors
and assigns of the undersigned are bound by the terms herein.
ETOBICOKE 25th NOVEMBER 97
DATED at ___________________ this _______ day of __________ 19 ____
SIGNED, SEALED AND DELIVERED in the presence of: IN WITNESS whereof I have
hereupon set my hand and seal:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 11/25/97
(Witness) _____________ (Purchaser) _____________ (Seal) DATE ________
AMRAM'S DISTRIBUTING LTD.
(Witness) _____________ (Purchaser) _____________ (Seal) DATE ________
I, the Undersigned Vendor, agree to the above Offer. I hereby irrevocably
instruct my lawyer to pay directly to the Listing Broker the unpaid balance of
the commission together with applicable Goods and Services Tax (and any other
taxes as may hereafter be applicable), from the proceeds of the sale prior to
any payment to the undersigned on completion, as advised by the Listing Broker
to my lawyer.
[illegible] 26th November 97
DATED at ___________________ this _______ day of __________ 19 ____
SIGNED, SEALED AND DELIVERED in the presence of: IN WITNESS whereof I have
hereupon set my hand and seal:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ November 26/97
(Witness) _____________ (Vendor) _____________ (Seal) DATE ________
METRUS
PROPERTIES LTD.
(Witness) _____________ (Vendor) _____________ (Seal) DATE ________
SPOUSAL CONSENT: The Undersigned Spouse of the Vendor hereby consents to the
disposition evidenced herein pursuant to the provisions of the Family Law Act,
R.S.O. 1990, and hereby agrees with the Purchaser that he/she will execute all
necessary or incidental documents to give full force and affect to the sale
evidenced herein.
(Witness) _____________ (Spouse) _____________ (Seal) DATE ________
CONFIRMATION OF EXECUTION: Notwithstanding anything contained herein to the
contrary, I confirm this Agreement with all changes both typed and written was
finally executed by
5:00 27 NOVEMBER 97
all parties at ______ a.m. (p.m.) this ___ day of ________, 19
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(Signature of Vendor or Purchaser)
CONFIRMATION OF REPRESENTATION
I hereby acknowledge and confirm | I hereby acknowledge and confirm
the Listing Broker represents the | the Co-operating Broker represents
interests of the the interests of the
___________________________________ | __________________________________
(Vendor/Vendor and the Purchaser) | (Vendor/Purchaser)
in this transaction. in this transaction.
___________________________________ __________________________________
Signature of Listing Broker | Signature of Co-operating Broker
or authorized representative | or authorized representative
|
Name of Listing Broker: | Name of Co-operating Broker:
___________________________________ | __________________________________
[___]___________ [___]_____________ | [___]___________ [___]____________
Tel. No. FAX No. Tel. No. FAX No.
ACKNOWLEDGEMENT
I acknowledge receipt of my signed | I acknowledge receipt of my signed
copy of this accepted Agreement | copy of this accepted Agreement
of Purchase and Sale and I authorize | of Purchase and Sale and I authorize
the Agent to forward a copy to my | the Agent to forward a copy to my
lawyer. | lawyer.
______________________ DATE_______ | _________________ DATE ___________
(Vendor) | (Purchaser)
______________________ DATE_______ | _________________ DATE ___________
(Vendor) | (Purchaser)
Address for Service:_______________ | Address for Service:_______________
_____________Tel. No.(____)________ | _____________Tel. No.(____)________
Vendor's Lawyer ___________________ | Purchaser's Lawyer ________________
Address ___________________________ | Address ___________________________
[___]___________ [___]_____________ | [___]___________ [___]_____________
Tel. No. FAX No. Tel. No. FAX No.
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FOR OFFICE USE ONLY COMMISSION TRUST AGREEMENT
To: Co-operating Broker shown on the foregoing Agreement of Purchase and Sale:
In consideration for the Co-operating Broker procuring the foregoing Agreement
of Purchase and Sale, I hereby declare that all moneys received or receivable by
me in connection with the Transaction as contemplated in the MLS Rules and
Regulations of my Real Estate Board shall be receivable and held in trust. This
agreement shall constitute a Commission Trust Agreement as defined in the MLS
Rules and shall be subject to and governed by the MLS Rules pertaining to
Commission Trust.
DATED as of the date and time of the acceptance of the foregoing Agreement of
Purchase and Sale. Acknowledged by:
___________________________________ ___________________________________
Signature of Listing Broker Signature of Co-operating Broker
or authorized representative or authorized representative
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SCHEDULE "A"
To be read with and form a part of this Agreement of Purchase on Sale between
AMRAM'S DISTRIBUTING LTD. (Purchaser) and
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METRUS PROPERTIES LTD. (Vendor) dated
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NOVEMBER 25, 1997
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1. DEPOSIT
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It is understood and agreed by the Purchaser and the Vender that the
deposit cheque in the amount of Eighty Thousand ($80,000.00) will be
delivered within 48 hours of acceptance of the Offer to the Vendor's
solicitor, in Trust, and deposited into an interest bearing trust account.
The Vendor and Purchaser direct the Vendor's Solicitor to invest the
deposit monies in the Interest bearing trust account at a Canadian
Chartered Bank or Trust Company, until closing or termination of this
Agreement, with Interest accruing to the benefit of the Purchaser unless it
shall forfeit the deposit by operation of law.
2. ACREAGE ADJUSTMENT
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The Purchaser and Vendor acknowledge that the purchase price of the real
property is calculated on the basis of Two Hundred and Seven Thousand, Five
Hundred ($207,500.00) per acre and that a final survey shall be supplied at
the expense of the Vendor and the price shall be adjusted upwards or
downwards in accordance with the Certificate of the Surveyor as to the land
area, multiplied by the price of Two Hundred and Seven Thousand, Five
Hundred ($207,500) per acre.
3. ASSIGNMENT
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It is agreed that the Purchaser shall have the right at any time to assign
this Agreement to a corporation or corporations, and/or person or persons,
and when such assignment shall have been made and written notice thereof
shall have been given to the Vendor or it's Solicitors, and the assignee
shall have assumed, in writing by agreement enforceable by the Vendor, all
of the Purchaser's rights and obligations hereunder to the same extent and
in the same manner as if such assignee has executed this Agreement of
Purchase and Sale as Purchaser, and then upon the delivery of such
assumption agreement to the Vendor all of the obligations of the assignor
hereunder shall cease and terminate.
4. CONDITION OF LAND
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The Vendor represents and warrants to and in favour of the Purchaser that,
to the best knowledge of the Vendor, (i) there are no toxic, dangerous or
potentially hazardous substances or conditions on or affecting the property
including, without limitation, PCBs, radioactive substances or petroleum
products, and (ii) there has been no discharge of contaminants into, onto,
over or beneath the property.
5. PART LOT CONTROL
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The Vendor represents and warrants to and in favour of the Purchaser that
the property is subject to a part lot control by-law and that the Vendor
has the right to convey the property to the Purchaser in compliance with
the Planning Act (Ontario), without the necessity of obtaining a severance
consent under such Act.
6. CONDITIONS:
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The Purchaser's obligation under this Agreement is conditional for
forty-five (45) business days from acceptance of this agreement upon the
Purchaser;
(1) satisfying itself in its sole and unfettered discretion, of the
environmental & soil conditions of the property at its own expense. If
said testing requires any disturbance of soils, then the Purchaser
agrees to reinstate the property to its original condition as existing
prior to the undertaking of any such soil tests, in the event of
termination of this agreement. If the agreement is terminated all
environmental testing and reports will be provided to the Vendor at an
equal shared cost. The deposit shall secure the obligation to repair
any damages caused by such tests. The Purchaser indemnifies the Vendor
for any liability that may arise out of the testing and;
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SCHEDULE "A"
Page Two
To be read with and form a part of this Agreement of Purchase on Sale between
AMRAM'S DISTRIBUTING LTD. (Purchaser) and
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METRUS PROPERTIES LTD. (Vendor) dated
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NOVEMBER 25, 1997
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(2) receiving the approval of the Board of Directors of its parent company,
▇▇▇▇ ▇▇▇▇▇▇ and Company Inc., to this Agreement, which approval may be
withheld in the sole discretion of such Board of Directors.
(3) satisfying itself that the property is fully serviced, to the lot
lines, with all municipal services and other installations required for
public utilities or pursuant to any subdivision or other agreement,
that same have been fully paid for and none will be charged as local
improvements, that same are sufficient for the proposed use of the
property by the Purchaser, and that all municipal levies, imposts and
permit fees in respect thereof have been paid by the Vendor;
(4) satisfying itself that the zoning of the property will permit the use
of the property by the Purchaser for its intended purposes;
(5) satisfying itself that a building permit with respect to the
Purchaser's proposed construction on the property will be available
upon compliance with normal procedures therefor.
(6) satisfying itself, in its sole discretion, as to (1) the status of all
capital levies, sewer impost fees, local improvement rates, special
assessments and other capital or similar charges against the Property,
(2) the status of all development charges and parkland dedication
levies in respect of the Property and (3) whether top soil must be
removed from or added to the Property in order to permit the
Purchaser's proposed construction, and the determination of the costs
thereof.
Each of the foregoing conditions is for the sole benefit of the Purchaser
and may be waived by the Purchaser in its sole discretion in whole or in
part by Notice to the Vendor. In the event that any condition contained
herein has not been fully satisfied on or before the forty fifth (45th)
business day from the acceptance of this Agreement or waived by the
Purchaser, this agreement shall come to an end and the deposit and all
interest earned thereon shall be returned to the Purchaser without
deduction, and the Purchaser shall have no further obligations to the
Vendor under this Agreement except as aforesaid.
7. VIOLATION OF LAW
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The Vendor represents that as of the date of this agreement the Property
and/or the Vendor are not in violation of any federal, provincial or local
laws and requirements.
8. NO PROCEEDINGS
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The Vendor represents that as of the date of this agreement the Vendor has
not received nor has anyone on behalf of the Vendor received, any notice
with respect to any by-law change, governmental proceedings or others
affecting the Property or relating to any threatened or pending
condemnation or expropriation of the Property from any governmental
department, branch, agency, office or other authority which was not
satisfied.
9. CONTRACTS
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The Vendor represents and warrants to and in favour of the Purchaser that
there are no billboard contracts, maintenance contracts or other contracts
affecting the property, other than a billboard contract in favour of ▇▇▇▇▇
Advertising Inc. and that such contract is terminable on 30 days notice or
less.
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SCHEDULE "A"
PAGE THREE
To be read with and form a part of this Agreement of Purchase on Sale between
AMRAM'S DISTRIBUTING LTD. (Purchaser) and
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METRUS PROPERTIES LTD. (Vendor) dated
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NOVEMBER 25, 1997
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10. CLOSING CONDITIONS
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Vendor covenants and agrees that and it is a condition of closing in favour
of Purchaser that:
(a) Liens
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On the day of closing there shall be no liens registered against the
Property and the time periods during which any liens could be
registered shall have elapsed.
(b) Contracts
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All contracts entered into with respect to the property such as
billboard contracts, maintenance contracts and otherwise are terminable
for 30 days notice or less.
(c) Representations
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On the day of closing, all representations and warranties of the Vendor
contained herein shall remain true and accurate and the Vendor shall
deliver a certificate from an officer of the Vendor in respect thereof.
In the event that any or all the conditions which are for the sole and
exclusive benefit of the Purchaser have not been fully satisfied, or
waived by the Purchaser on or before closing, this Agreement, at the
option of the Purchaser, shall come to an end and the deposit and all
interest earned thereon shall be returned to the Purchaser without
deduction and the Purchaser shall have no further obligations to the
Vendor under this Agreement.
11. DELIVERIES
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The Vendor will deliver to the Purchaser within fourteen (14) days after
the acceptance of this Agreement, and at no cost to the Purchaser, an up to
date survey of the said 7.5 acre land parcel, together with any soil
investigation reports, geotechnical reports, topographic reports or any
other reports or plans which are in the Vendor's possession or control.
Vendor agrees to provide a copy of the billboard contract with ▇▇▇▇▇
Advertising Inc. during the said period.
12. COSTS AND EXPENSES AND GST
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The cost of examining title shall be at the Purchaser's expense. Each party
shall pay the fees of its own solicitors. The costs and expenses for the
registration of discharges or other registrations which are the
responsibility of the Vendor in order to comply with its obligations under
this Agreement shall be paid at the Closing directly by the Vendor
EXCLUDING ALL COSTS OF THE PURCHASER. The Purchaser shall also be
responsible to pay all tax imposed under Part IX of the Excise Tax Act
(Canada)(commonly referred to as "GST") if any in connection with this
sale. Prior to Closing the Purchaser shall deliver to the Vendor (i) the
registration number of the Purchaser for purposes of GST and copy of the
certificate of registration of the Purchaser and (ii) an indemnity in form
satisfactory to the Vendor acting reasonably to pay the applicable GST and
to indemnify and save the Vendor harmless from any claim or demand to pay
GST with respect to the sale or Agreement.
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SCHEDULE "A"
Page Four
To be read with and form a part of this Agreement of Purchase on Sale between
AMRAM'S DISTRIBUTING LTD. (Purchaser) and
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METRUS PROPERTIES LTD. (Vendor) dated
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NOVEMBER 25, 1997
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13. LEGAL ADVICE
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The Parties to this Agreement acknowledge the CB Commercial Real Estate
Group Canada Inc., Realtor has recommended that any legal advice sought be
obtained through their own legal counsel. The Parties further acknowledge
that no information provided by CB Commercial Real Estate Group Canada
Inc., Realtor is to be construed as expert legal or tax advice.
14. COMMISSIONS
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The Vendor acknowledges that any real estate commissions and fees in
respect of this Agreement shall be the sole responsibility of and payable
by the Vendor. The Vendor agrees to indemnify and save the Purchaser
harmless from any and all claims made against the Purchaser for any such
commissions, fees or other similar payments.
15. "AS IS"
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Provided that the Vendor's representation and warranty contained in Section
4 of this Schedule "A" is true and accurate and provided further that the
Purchaser waives the condition set out in Section 6(1) of this Schedule
"A", the Purchaser agrees to take the Property on an "as is" basis.
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Toronto
Real Estate [MULTIPLE LISTING SERVICE LOGO]
Board
WAIVER
I/WE, the undersigned Purchaser of property known as:
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Plan 43M-987 Block 1 and Block 2 (partial)
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hereby waive the following condition(s):
Refer to Schedule "A"
CONDITIONS:
Clause 6, subsections 1, 2, 3, 5 and 6
"Understood by all parties that said waiver of conditions shall be subsequent to
execution of Amendment to Agreement dated
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as set out in an Agreement of Purchase and Sale, dated November 27, 1997
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between Amram's Distributing Ltd. as Purchaser/Lessee and Metrus Properties Ltd.
------------------------- ----------------------
as Vendor/Lessor.
I/We will proceed with the purchase of the above-mentioned property. All terms
and conditions of the said Agreement of Purchase and Sale will remain the same,
and shall be deemed to be firm and binding upon the parties hereto, except as
otherwise conditioned in the Agreement as amended.
Dated at ETOBICOKE this 29TH day of JANUARY, 1998
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/S/ ▇. ▇▇▇▇▇▇▇▇▇ /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Jan. 29, 1998
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(Witness) (Purchaser) (Date)
/S/ ▇. ▇▇▇▇▇▇▇▇▇ /S/ ▇▇▇▇▇ ▇▇▇▇▇▇ Jan. 29, 1998
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(Witness) (Vendor) (Date)
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TORONTO FOR USE IN THE PROVINCE OF ONTARIO
REAL ESTATE AMENDMENT TO AGREEMENT [REALTOR LOGO]
BOARD
TYPE OF AGREEMENT Agreement of Purchase and Sale DATED November 27, 1997
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SUBJECT PROPERTY Plan 43M-987 Block 1 and Block 2, partial
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BETWEEN PURCHASER(S)/LESSEE(S) Amram's Distributing Limited
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AND VENDOR(S)/LESSOR(S) Metrus Properties Limited
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It is hereby understood and agreed between the undersigned parties hereto that
the following changes shall be made to the above mentioned Agreement, and
except for such changes noted below all other terms and conditions in this
Agreement shall remain in full force and effect:
DELETE:
Purchase Price: One Million, Five Hundred Fifty Six Thousand, Two Hundred
and Fifty ($1,556,250.00)
Completion Date: This Agreement shall be completed by no later than
6:00 p.m. on the 30th day of January, 1998.
2. ACREAGE ADJUSTMENT
The Purchaser and Vendor acknowledge that the purchase price of the
real property is calculated on the basis of Two Hundred and Seven
Thousand, Five Hundred ($207,500.00) per acre and that a final survey
shall be supplied at the expense of the Vendor and the price shall be
adjusted upwards or downwards in accordance with the Certificate of
the Surveyor as to the land area, multiplied by the price of Two
Hundred and Seven Thousand, Five Hundred ($207,500) per acre.
6. CONDITIONS
The Purchaser's obligation under this Agreement is conditional for
forty-five (45) business days from acceptance of this agreement upon
the Purchaser:....
on or before the forty fifth (45th) business day from the acceptance
of this Agreement or waived by the Purchaser, this agreement....
INSERT:
Purchase Price: One Million, Five Hundred Eighteen Thousand, Seven Hundred
and Fifty Dollars ($1,518,750.00)
Completion Date: This Agreement shall be completed by no later than
6:00 p.m. on the 20th day of February, 1998.
2. ACREAGE ADJUSTMENT
The Purchaser and Vendor acknowledge that the purchase price of the
real property is calculated on the basis of Two Hundred and Two
Thousand, Five Hundred ($202,500.00) per acre and that a final survey
shall be supplied at the expense of the Vendor and the price shall be
adjusted upwards or downwards in accordance with the Certificate of
the Surveyor as to the land area, multiplied by the price of Two
Hundred and Two Thousand, Five Hundred ($202,500.00) per acre.
6. CONDITIONS
The Purchaser's obligation under this Agreement is conditional until
February 13th, 1998 upon the Purchaser:....
on or before February 13th, 1998, or waived by the Purchaser, this
agreement....
DATED at ETOBICOKE this 29TH day of JANUARY 1998
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SIGNED, SEALED AND DELIVERED IN WITNESS whereof I have hereunto set my hand and seal:
in the presence of
/s/ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (Affix Seal) 1/29/98
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(Witness) (Purchaser/Lessee) (Date)
(Affix Seal)
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(Witness) (Purchaser/Lessee) (Date)
DATED at ETOBICOKE this 29th day of January 1998
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IN WITNESS whereof I have hereunto set my hand and seal:
in the presence of
/s/ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ (Affix Seal) Jan 29/98
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(Witness) (Vendor/Lessor) (Date)
(Affix Seal)
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(Witness) (Vendor/Lessor) (Date)
ACKNOWLEDGEMENT
I/WE acknowledge receipt of a signed copy of this accepted I/WE acknowledge receipt of a signed copy of this accepted
Amendment to Agreement and authorize a copy to be forwarded to Amendment to Agreement and authorize a copy to be forwarded to
my/our solicitor. my/our solicitor.
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(Vendor/Lessor) (Date) (Purchaser/Lessee) (Date)
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(Vendor/Lessor) (Date) (Purchaser/Lessee) (Date)
-------------------------------------------------------------- --------------------------------------------------------------
(Vendor/Lessor's Address) (Purchaser/Lessee's Address)
----------------------------------------- ----------------- ----------------------------------------- ----------------
(Phone #) (Phone #)
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(Vendor/Lessor & Solicitor) (Purchaser's/Lessee's Solicitor)
9
Toronto
Real Estate WAIVER [MULTIPLE LISTING SERVICE LOGO]
Board
I/WE, the undersigned Purchaser of property known as:
Plan 43M-987 Block 1 and Block 2 (partial)
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hereby waive the following condition(s):
Refer to Schedule "A"
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Conditions:
Clause 6, subsection 4
(4) satisfying itself that the zoning of the property will permit the use of
the property by the Purchaser for its intended purposes;
as set out in an Agreement of Purchase and Sale,
dated November 27 , 19 97
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between Amram's Distributing Ltd. as Purchaser
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and Metrus Properties Ltd. as Vendor,
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I/We will proceed with the purchase of the above-mentioned property. All terms
and conditions of the said Agreement of Purchase and Sale will remain the same,
and shall be deemed to be firm and binding upon the parties hereto.
Dated at X ETOBICOKE this 12th day of February , 19 98
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[AMRAM'S DISTRIBUTING LTD. STAMP]
X /s/ S. Nowdcin X /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ X FEB. 12, 1998
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(Witness) (Purchaser) (Date)
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(Witness) (Vendor) (Date)
