3988 ATT09 - Acknowledgement, Release and IndemnityACKNOWLEDGEMENT, RELEASE AND INDEMNITY
TO: Her Majesty the Queen in right of Ontario as represented by the Minister of
Infrastructure (the "Vendor")
RE: The Corporation of the Town of Tillsonburg (the "Purchaser') purchase from the
Vendor of the property legally described as Lot 74, Plan 41M137, Town of
Tillsonburg, Oxford County, being the whole of PIN 00026-0755 (LT) (the
Forfeited Corporate Property") pursuant to a Transfer Agreement for Forfeited
Corporate Property between the Purchaser, as purchaser, and the Vendor, as vendor,
accepted December 15, 2017, as may be amended from time to time (the "Purehase
Agreement")
In consideration of and notwithstanding the Closing of the Transaction and other good and valuable "
consideration, the receipt and sufficiency of which is hereby acknowledged:
1. Unless otherwise defined herein, all capitalized terms used in this Acknowledgement, Release and
Indemnity shall have the respective meanings ascribed to them in the Purchase Agreemeni for
Forfeited Corporate Property. For greater clarity, the.definitions of "Crown" and "Vendor"under
Section 1.01 of the Purchase Agreement apply to this Acknowledgement, Release and Indemnity.
2. The Purchaser herebyaccepts the Forfeited Corporate Property in an As Is Where Is condition in
accordance with Section 5 of the Purchase Agreement.
3. Effective as ofthe Closing Date, the Purchaser accepts and assumes any and all responsibilities and
liabilities arising out of or in any way connected to the Forfeited Corporate Property, including,
without limitation:
i) the state of repair or the condition ofthe Forfeited Corporate Property;
i) the state and quality of title, occupancy and current use of the Forfeited Corporate
Property; 7
s
ix,
ii) any non-compliance with Environmental Law or the existence of Hazardous
Substances in, on or under the Lands, the Buildings or any structure or'paved.
surface, or in any environmental medium (including, but not limited to, the''soil,
groundwater, or soil vapour on or under, or emanating from or onto the Forfeited
Corporate Property);
iii) any order issued by an Authority in connection with the condition of the Forfeited
Corporate Property; or
iv) any loss, damage, or injury caused either directly or indirectly as a result of th6
Coudiuou O the Forfeited Corporate Propery. ?.-!.
4. The Purchaser confirms that all representations, warranties and covenants provided •.by thePurchaser•in the, Purchase Agreement shall not merge on the completion of the Transactiod; but
shall survive, remain in full effect and be binding upon the Purchaser. ;_
5. The Purchaser shall be responsible for and hereby agrees to release, indemnify, defends and save
harmless, effective on and after the Closing Date, the Vendor from any actions, liabilities from!ani
and all costs (including legal, consultant and witness costs and fees), claims, demands, actions,
prosecutions, administrative hearings, fines, losses, damages, penalties, judgements, awards
including awards of costs) and liabilities (including sums paid in settlement of claims) that may
arise as a result of, or connected with the Forfeited Corporate Property, including those matters set
out in the foregoing paragraphs.
6. If the Purchaser is a body corporate, the Purchaser represents and warrants to the Vendor that:
a) all corporate action to authorize the execution and delivery ofthe Purchase Agreement (and
all agreements to be delivered by the Purchaser pursuant to the Purchase Agreement to
which the Purchaser is a party (collectively, "Associated Agreements")) has been. taketa
in accordance withthe Purchaser's constating documents or statutes, as the case may be;
b) the Purchase Agreement and all Associated Agreements have been duly and validly
executed and delivered by the Purchaser, and
c) the Purchase Agreement and all Associated Agreements constitute legal, valid and binding
obligations of the Purchaser enforceable against the Purchaser in accordance with the
respective terms of the Purchase Agreement and all Associated Agreements
7. Unless otherwise defined herein, all capitalized terms used in this Acknowledgement, Release and
Indemnity shall have the meaning ascribed to them in the Purchaser Agreement. ;
8. This Acknowledgement, Release and Indemnity shall not merge on Closing but shall survive the
Closing Date acid remain a continuing obligation of the Purchaser.
9. This Acknowledgement, Release and Indemnity shall be binding upon the heirs, successors! and
permitted assigns ofthe Purchaser and shall enure to the benefit ofthe Vendor and its respective
successors and assigns.
DATED as ofthe -Q 3— day of January, 2018
7er:
CORPORA OF THE TOWN OF "
SONBUR
GName: Stepb& Molnar
r
Title: Mayor
I have the authority to bind the Corporation.
Per:
game: Donna Wilson
Title: Clerk
I have the authority to bind the Corporation. ,