2020-121 Schedule Af) age I
AGREEMENT OF PURCHASE AND SALE (the "Agreement" or "APS")
BETWEEN :
THE CORPORATION OF THE TOWN OF TILLSON BURG
(the "Vendor")
-and-
ARMTEC INC.
(the "Purchaser")
WHEREAS the Vendor is the owner, in fee simple , of the lands a nd premises described in
Schedule "A" (the "Property");
NOW THEREFORE IN CONSIDERATION of the mutual covenants and premises in this
Agreement , the parties agree as follows :
SECTION I -GENERAL
1. The Purchaser agrees to purc hase the Property and the Vendor agrees to sell the Prop erty
according to the terms of this Agreement.
2 . In consideration of the agreement referred to in the preceding parag rap h, the Purchaser
shall pay to the Vendor a purchase price ca lculated at Fifteen Thousand Dollars
($15,000.00) per acre. The estim ated area of the Property is eleven (1 1) acres and the
estimated total purchase price is One Hundred and Sixty-Five Thousand Dollars
($165,000.00) (the "Purchase Price"). T he Vendor shall be requ ired at its sole cost and
expense t o deliver to the Purchaser prior to the Due Diligence Date a certificate of area
from a reg istered Ontario Land Surveyor confirming the exact a creage of the Property ,
whereupon the Purchase Pri ce shall be adjusted accordingly.
3. The Purchase Price shall be paid as follows:
(a) Ten T housand Dollars ($10,000.00) deposit is payable by the Purchaser by
certified cheque or wire transfer withing two (2) Business Days following the
Acceptance Date , to be held by the solicitors for the Vendor as a deposit pending
completion of this transaction on account of the Purchase Price on completion , o r
if this Agreement is not co mpleted through no fault of the Purchaser, the deposit
shall be retu rn ed to the Purchaser; and
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(b) the balance of the Purchase Price, subject to adjustments, shall be paid to the
Vendor on the Completion Date, by certified cheque or bank draft.
(c) The deposit shall , at the Purchaser's request be placed in an interest bearing
account, which interest shall accrue to the benefit of the Purchaser. The deposit,
together with all interest earned thereon , if any, shall be held by the Vendor's
solicitors pending completion of the transaction contemplated hereunder or earlier
termination of the Agreement, and shall be credited aga inst the Purchase Price
and paid to the Vendor on Closing . Unless otherwise provided for herein, if the
transaction contemplated hereunder is not completed as a result of the
Purchaser's default hereunder, the deposit , together with all in terest earned
thereon , if any , shall be released to the Vendor as liquidated damages and not as
a penalty and without prejudice to any other claims or causes of action the Vendor
may have under this Agreement, at law or in equity. If the transaction
contemplated hereunder is not completed as a result of the Vendor's default
hereunder, the deposit, together with all interest earned thereon , if any , shall be
returned to the Purchaser forthwith without deduction or set-off and without
prejudice to any other claims or causes of actio n the Purchaser may have under
this Agreement, at law or in equ ity.
SECTION 11 -PURCHASE OF PROPERTY
4 . Irrevocable Date
(a) This APS shall be irrevocable by the Pu rc haser and open for Acceptance (as
hereinafter defined) by the Vendor until 5 :00 p.m. on the 15th day of December,
2020, and when accepted shall constitute a binding contract of purchase and sale,
otherwise the APS shall be null and void and al l deposit monies paid shall be
returned to the Purchaser without deduction, such date shall hereinafter be
referred to as the "Acceptance Date ".
(b) Acceptance shall mean the date upon which the Mayor and Clerk of the Town of
Tillsonburg , or such other persons as the Vendor may authorize from time to time ,
sign and execute th is APS subsequent to the requirement that the Council of The
Corporation of the Town of Tillsonburg has passed a resolution or by-law
authorizing and approving the sale of the Property to the Purchaser pursuant to
the terms of this APS.
(c) The parties agree and acknowledge that negotiation of this APS is not a valid and
binding agreement until accepted by the Council of The Corporation of the Town
of Tillsonburg . The Chief Admin istrative Officer of the Town of Ti ll sonburg , or his
or her designate, shall negotiate the terms of this APS in good faith . However, the
negotiation of the terms of this APS by the Chief Administrative Officer of the Town
of Tillsonburg , or his or her designate , in no ways binds The Corporation of the
Town of Tillson burg until such time as this APS is authorized and approved by the
Council of The Corporation of the Town of Tillsonburg.
5. Council Approval
(a) This transaction is subject to compliance with Section 270 of the Munici
2001, S .O. 2001, c . 25 as amended and the approval of the Council
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Corporation of the Town of Tillsonburg in its sole and absolute discretion by
resolution or by-law.
6. Deed/Transfer
(a) The Vendor agrees to deed or transfer the Property to the Purchaser subject to the
terms of this Agreement.
7. Completion Date
(a) The closing of this transaction shall take place forty-five (45) days following the
later of (i) the waiver of the Purchaser's conditions set out in Section 1 O(a), and (ii)
the waiver of the Purchaser's conditions set out in Section 1 O(b), or such other
date as mutually agreed upon (the "Completion Date") at which time possession
of the Property in "as is, where is" condition shall be given to the Purchaser other
than as provided in this APS . The Vendor acknowledges that it has the right and
authority to sell the Property.
8. Documents , Reports and Information
(a) The Vendor will produce and deliver to the Purchaser thirty (30) days following
Acceptance Date any documents , reports or information in its possess ion in
respect to the Property. The Purchaser agrees to return all of the above
documentation to the Vendor if this transaction is not completed.
SECTION Ill -CONDITIONS, REPRESENTATIONS AND WARRANTIES
9 . "As Is" Condition
(a) The Purchaser acknowledges that it is acquiring the Property in an "as is" condition
and without any express or implied agreement, representation or warranty of any
kind (save and except as provided in this Agreement) as to the title , condition , use
or zoning or any environmental matter in connection with the Property.
10 . Purchaser's Conditions
The transaction of purchase and sale contemplated herein shall be subject to the
fulfillment of the following terms and conditions :
(a) on or prior to 5:00 p.m . on the date which is sixty (60) days following the
Acceptance Date (the "Due Diligence Date"), the Purchaser shall have satisfied itself in its
sole and unfettered discretion with respect to all aspects of the Property, includ ing without
limitation , title to the Property, the physical condition of the Property, zoning ,
environmental matters, financial matters , the future development potential of the Property
and the economic feasibility thereof, its review of the property documents, the
location/existence of services and the proposed Easement Lands (as hereinafter defined)
and any other information relating to the Property;
(b) on or prior to 5:00 p.m. on the date which is ninety (90) days follow· g the
Acceptance Date, the Purchaser shall have satisfied itself that the requisite per s and
approvals for its intended development of the Property are available or will be ava able;
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(c) on or prior to the Completion Date, the representations and warranties of the
Vendor herein shall be true and correct , and the Vendor shall have delivered to the
Purchaser a certificate confirming the foregoing on the Completion Date .
(d) on or prior to the Completion Date , the transaction contemplated under the
agreement of purchase and sale between the Vendor and the Purchaser dated as of the
date hereof for the purchase of the neighbouring lands to the east of the Property being
approximately fifty-four (54) acres (the "Neighbouring Lands") has been successfully
completed .
The conditions set out in this Section 1 O are for the exclusive benefit of the Purchaser and
may be waived in whole or in part by the Purchaser, in its sole d iscretion , by written notice
to the Vendor prior to the date specified therefor.
If each of the conditions set out in this Section 1 O is not fulfilled or waived as herein
provided on or prior to the applicable dated referred to herein , then such condition shall
be deemed not to have been fulfilled or waived, in which case this Agreement shall be
terminated. Upon such termination , the deposit, together will al l interest accrued thereon ,
shall be returned to the Purchaser w ithout deduction . Notwithstanding the foregoing , all
conditions to be satisfied on the Completion Date shall be deemed to be satisfied if closing
occurred .
11. Investigation by the Purchaser
(a) The Purchaser and the Purchaser's authorized represen t atives shall be entitled to
conduct investigations , tests and physical inspections in respect of the Property ,
including w itho ut limitation, the surface and sub-surface (i ncluding ground water)
of the Property by means of such soil tests, bore holes, test pits, environmental
tests and other excavation as the Purchaser deems prudent. All inspections ,
investigations and testing carried out by the Purchaser or its representative shall
be carried out as expeditiously as possible at the Purchaser's sole cost, expense
and risk. Any damage caused to the Property as a result of the Purchaser's entry
upon the Property , or any part thereof, or any activities carried out by the Purchaser
or its representatives in respect of the Property , or any part thereof, shall be
promptly repaired by the Purchaser and the Property shall be restored to the
condition it was in prior to the Purchaser's tests. The Vendor agrees to assist the
Purchaser and make itself available in order for the Purchaser to conduct its due
diligence.
12. Future Use
(a) The Vendor and the Purchaser agree that t here is no condition, express or impl ied,
representation or warranty of any kind that the future intended use of the Property
by the Purchaser is or will be lawful except as may be specifi cally stipulated
elsewhere in this Agreement.
13. Provisi on of Plans
(a) The Purchaser agrees and co venants that prior to the issuance of
permit, the Purchaser shall provide to the Town of Tillsonburg a plan sh
location of the building(s) and outside storage, the front elevation of the b
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the exterior building materials , the landscaping treatment and the screening of
outside storage. The provisions of this paragraph shall survive closing.
14. Reasonable Assistance
(a) The Vendor agrees to provide reasonable assistance and co-operation to the
Purchaser in obtaining the necessary approvals for the development of the
Property and the Neighbouring Lands subject to the Purchaser's compliance with
all relevant building codes , by-laws, land use controls, any other statutory
requirements and payment of the fees provided for in the Town of Tillsonbu rg's
current fees by-law.
15. Development Covenants and Restrictions
(a) The Property shall be subject to the development covenants and restrictions more
particularly set out in Schedule "D" attached to this APS, which shall survive the
completion of the transaction and run with the Property. The development
covenants and restrictions shall be registered on title by the Vendor. In the event
that the said covenants and restrictions are not registered on title to the Pro perty
on or before closing, the Purchaser covenants and agrees to consent to the
registration of the covenants and restrictions after closing .
16. Transfer of Easement
The Purchaser hereby agrees to grant, convey and confirm to The Corporation of the
Town of Tillsonburg (the "Town"), its successors and assigns. in perpetu ity, the free ,
uninterrupted and undisturbed right and easement to enter upon the Easement Lands
(hereinafter described) at all reasonable times and upon two (2) business days notice for
the purposes of constructing, installing and maintaining all municipal services of any kind
(including water distribution pipes and sanitary and storm sewers) (the "S ervices") in,
under, over and upon the Easement Lands, and with the f urther and continuing right to
the Town , its successors and Easement Lands at all reasonable times by its agents,
servants, employees and workers and upon two (2) business days notice. This Section
shall survive the closing of the transaction contemplated herein.
"Easement Lands" sha ll mean the portion of the Property shown on the draft Reference
Plan , prepared by the Vendor, upon, through and within which there are currently, or in
the future the Services will be located. The Vendor shall arrange for a Referen ce Plan to
be prepared within fifteen ( 15) days following the Acceptance Date, at its sole cost and
expense, and shall deliver to the Purchaser the draft Reference Plan outlining the
proposed Easement Lands for its review and approval.
17. Vendor's Representations
T he Vendor hereby represents and warrants to and in favour of th e Purchaser, as of the
Acceptance Date and the Completion Date. as follows:
(a) The Vendor is not a non-resident of Canada within the meaning of Secfon 116 of
the Income Tax Act (Canada).
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(b) The Vendor has obtained all necessary consents, approvals and authorizations as
may be required to permit it to execute and deliver this Agreement and all
documents contemplated hereunder to which it is or will be a party, to perform all
of its obligations and liabilities thereunder in accordance therewith and to give
effect to the sale and transfer of the Property.
(c) To the best of the Vendor's knowledge, no part of the Property has ever been used
by the Vendor as a waste disposal site or as a licensed landfill or has ever had any
hazardous materials or aboveground or underground storage systems, active or
abandoned, located on , at or under them .
(d) To the best of the Vendor's knowledge , no contaminant (as such term is defined
in the Environmental Protection Act (Ontario) has been discharged upon any
property adjacent to the Property at any time.
(e) The Vendor has not been required as a result of any government authority to alter
any part of the Property in a material way in order to be in compliances with
applicable environmental laws or perform any environmental closure,
decommissioning, rehabilitation, restoration or post-remedial investigations on,
about or in connection with t he Property.
(f) The Vendor has not received notice of any proceeding to or in connection with the
expropriation of the Property or any part thereof.
(g) On the Completion Date , there will be no leases, offers to lease, occupancy
agreements licences or other rights granted by or on behalf of the Vendor, or which
bind the Vendor, whi ch entitle any person to possess occupy all or any part of the
Property.
The foregoing representations and warranties shall survive for a period of twelve
(12) months following the Completion Date.
18. Purchaser's Representation
(a) The Purchaser represents and warrants that it is the Purchaser's current intention
to construct an outdoor storage yard on the Property and is not purchasing the
Property or the Neighbouring Lands for the purpose of resale of vacant land .
T he foregoing representation and warranty shall survive for a period of twelve (12) months
following the Completion Date.
19. Vendor's Covenant
(a) The Vendor covenants to remove all trees and stumps from the Property pr ior to
Closing.
SECTION IV -PRIOR TO COMPLETION DATE
20. Purchaser May Inspect the Property
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(a) The Purchaser, its agents and contractors shall be permitted to inspect the
Property and any buildings as frequently as is reasonably necessary between the
date of Acceptance and the Completion Date at reasonable times and upon
reasonable notice to the Vendor.
(b) The Purchaser and its authorized agents are authorized to correspond with the
appropriate Governmental Authorities having jurisdiction in respect of the Property
for the purposes of this Transaction including , but not limited to, for confirmation of
the compliance of the Property with any by-laws , laws , regulations or assessments.
For this purpose, the Vendor will promptly, at the Purchaser's request, execute and
deliver any authorizations reasonably required by the Purchaser to authorize such
authorities to release to the Purchaser any information which such authorities may
have on their records relating to the Property provided no requests to complete
any inspections will be perm itted or requested
21 . Insurance
(a) Pending closing, the Vendor shall hold all insurance po licies and the proceeds
thereof in trust for the parties as their interest may appear and in the event of
damage to the Property. The Purchaser may elect to either receive the proceeds
of the insurance and complete the purchase or to cancel the APS and have all the
deposit monies paid to the Vendor returned together with all interest earned
thereon without deduction.
SECTION V -COMPLETING THE TRANSACTION
22. Deedrrransfer
(a) The Deed or Transfer of the Property will be prepared at the expense of the Vendor
in a form acceptable to the solicitors for the Purchaser and the Purchaser will pay
all Land Transfer Tax, Harmonized Sales Tax and other costs in connection with
the registration of it.
23 . Electronic Registration
(a) The parties agree that the transaction shall be c ompleted by electronic registration
pursuant to Part Ill of the Land Registration Reform Act, R.S .O. 1990, c.L.4 as
amended. The parties acknowledge and agree that the delivery and release of
documents may, at the discretion of the lawyer: a) not occur contemporaneously
with the registration of the transfer/deed and other registrable documentation , and
b) be subject to conditions whereby the lawyer receiving documents and/or money
will be required to hold them in trust and not re lease them except in accordance
with the terms of a written agreement between the lawyers entered into in the form
of the Document Registration Agreement adopted by the Joint LSUC-OBOA
Comm ittee on Elective Regi strati on of Title Docu ments.
24. Survey or Refere nc e Plan
(a) The parties acknowledge that a su rvey may be required and a Reference Plan may
be regi stered on title and may be used to provide a registrable descript io of the
Property and any easements . The Vendor shall arrange for a Reference Ian to
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be prepared within forty-five (45) days following the Acceptance Date, at its sole
cost and expense , and shall deliver to the Purchaser a copy of the deposited
Reference Plan .
25. Letters and Reports from Officials of the Vendor
(a) On or before the date which is thirty (30) days following the Acceptance Date , the
Vendor agrees to provide to the Purchaser, if requested, at the Vendor's expense ,
letters or reports from the Bu ilding and Zoning Department of the Town of
Tillsonburg and the Fire Chief of the Town of Ti ll sonburg regarding the status of
compliance with all codes , by-laws, rules and regulations with respect to the
Property and any buildings located thereon.
26 . Examination of Title
(a) Title to the Property shall be good and marketable and free from all encumbrances
except for any service easements or rights-of-way to be reserved in favour of the
Vendor and for any easements or rights-of-way registered on title and an y minor
encroachments shown on the survey or Reference Plan delivered to the
Purchaser.
(b) The Purchaser is allowed ninety (90) days from th e Acceptance Date to examine
the title to the Property. If on or before this date the Purchaser furn ishes the Vendor
in writing with any valid objections: to the title; to any undisclosed outstanding work
orders; to undisclosed non-compliance with the municipal by-laws or covenants
and restrictions which run with the land and cannot be resolved before the
Completion Date; as to any objection of which the Vendor shall be unable to
remedy or correct by the Completion Date and which the Purchaser will not waive ,
then this APS shall, notwithstanding any intermediate acts or negotiations, be
terminated and the deposit shall be returned to the Purchaser without deduction
and the Vendor and the Purchaser shall not be liable for any costs , damages ,
compensation or expenses .
27 . Vendor to Discharge all En c umbrances
(a) The Vendor agrees to obtain and register at its own expense, on or before the
Completion Date, a discharge of all liens, encumbrances , agreements and
mortgages now registered against the Property and not assumed by the
Purchaser. The Vendor further covenants and agrees to discharge, on or before
the Completion Date, any and all liens, chattel mortgages, assignments or any
other security i nterest given by the Vendor against its personal Property.
28. Adjustments
(a) Th e Vendor agrees that all deposits, if any, held by the Vendor not including
interest thereon shall be credited to the Purchaser in the Statement of Adjustments
prepared for the Completion Date .
(b) Any rents, mortgage, interest, taxes, local improvements, water and ass
rates and other adjustments established by usual practice for the purch
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sale of similar properties in Ontario shall be apportioned and allowed to the
Completion Date, the day itself to be apportioned to the Purchaser.
(c) The Vendor shall deliver to the Purchaser a statement of adjustments at least five
(5) Business Days prior to the Completion Date and shall have annexed to it
reasonable details of the calculations used by the Vendor to arrive at all debits and
credits on the statement of adjustments.
29. Deliveries by the Vendor To The Purchaser on Closing
(a) The Vendor covenants and agrees to deliver to the Purchaser on the Completion
Date the following:
(i) an electronic transfer of the Property transferring the Property to the
Purchaser or as it may direct. and containing the statements of the Vendor
and the Vendor's solicitors pursuant to Section 50(22) of the Planning Act
(Ontario);
(ii) an up to date survey or reference plan of the Property in the possession of
the Vendor;
(iii) an undertaking by the Vendor to adjust or readjust any item in or omitted
from. but otherwise properly included in, the statement of adjustments,
forthwith upon written request by the Purchaser;
(iv) a Statutory Declaration by an authorized officer of the Vendor stating that
the representations and warranties of the Vendor set out in Section 17
hereof are true and correct as of the Completion Date;
(v) a Statutory Declaration by an authorized officer of the Vendor as to
possession of the Property in a form acceptable to the solicitors for the
Purchaser;
(vi) a Statutory Declaration by an authorized officer of the Vendor that it is not
now, and upon completion will not be, a "non-resident person" within the
meaning and for the purpose of Section 116 of the Income Tax A c t , R.S.C.,
1985, c. 1 (5th Supp.) as amended;
(vii) a Statutory Declaration by an authorized officer of the Vend or re the Family
Law Act (Ontario);
(viii) certified copies of all appropriate certificates. by-laws and other documents
of Vendor authorizing the transaction herein ;
(ix) evidence satisfactory to the Purchaser that the farm lease in existence on
the Acceptance Date has been terminated
(x) vacant possession of the Prope rty; and
(xi) such further documentation and assurances as th e Purchas f may
reasonably require to complete the transaction contemplated by th APS .
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30. Deliveries by the Purchaser To The Vendor on Closing
(a) The Purchaser covenants and agrees to deliver to the Purchaser on the
Completion Date the following:
(i) the funds due on closing as set out in Section 3(b);
(ii) the Assignment and Assumption of Lease;
(iii) the HST Certificate required by Section 31;
(iv) an undertaking by the Purchaser to adjust or readjust any item in or omitted
from, but otherwise properly included in, the statement of adjustments ,
forthwith upon written request by the Vendor;
(v) a Statutory Declaration of the Purchaser, without personal liability,
confirming the representation and warranty of the Purchaser as set out in
Section 18 hereof is true and correct as of the Completion Date; and
(vi) such further documentation and assurances as the Vendor may reasonably
require to complete the transaction contemplated by the APS.
31 . Harmonized Sales Tax
(a) The parties hereto acknowledge and agree that the transaction contemplated
herein is subject to the Harmonized Sales Tax (HST) under the Excise Tax Act,
R.S .C., 1985, c. E-15 (the "Act") and that the Purchase Price does not include
HST. The Vendor shall provide the Purchaser with its HST Business Number. The
Purchaser shall pay to the Vendor any HST imposed under the Act payable in
connection with the transfer of the Prope rty to the Purchaser, or as it may direct,
unless the Purchaser or its nominee, or its assignee, provides:
(i) a certificate on or before the Completion Date containing a representation
and warranty to the Vendor that:
(1)
(2)
(3)
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it is registered for the purpose of the HST on the Completion Date
and specifying the HST registration number;
it will self-assess the H ST on its GST/HST return or file the
prescribed form pursuant to subsection 228(4) of the Act in
connection with the purc hase of the Property;
the Property t ransferre d pursuant to this APS is being purchased
by the Purchaser, or its nominee or as signee, as principal for its
own account and is not being purchased by the Purchaser as agent,
trustee or otherwise on behalf of or for another person, and does
not constitute a supply of re sidential complex made to a n individ ual
for the purpose of paragraph 221 (2)(b) of the Act;
(4) an indemnity, indemnifying and saving harmless the Vendor from
any HST payable on this transaction and penalty and interest
relating to HST; and
(5) a notarial true copy of its HST registration confirmation.
32 . The transaction shall be completed on the Completion Date, on which date, vacant
possessio n of the Property, shall be given to the Purchaser.
SECTION VI -MISCELLANEOUS
33. Entire Agreement
(a) There is no representation , warranty , collateral agreement or condition affecting
this Agreement of the Property other than expressed herein.
34. Tender
(a) Any tender of documents or moneys hereunder may be made upon the solicitor
acting for the party upon whom tender is desired, and it shall be sufficient that a
negotiable, certified cheque or bank draft may be tendered instead of cash .
35. Time of Essence
(a) Time shall be of the essence of this Agreement.
36. Planning Act
(a) This Agreement shall be effective only if the provisions of Section 50 of the
Planning Act, R.S.O. 1990, c.P .13, as amended are complied with.
37 . Notices
(a) All notices in this Agreement shall be in writing and shall be deemed to have been
given if delivered by hand or mailed by ordinary mail, postage prepaid , or send by
fax or other electronic communication addressed to the solicitor for the person to
whom such notice is intended to be given at the following addressed:
Solicitors for the Vendor:
Duncan, Linton LLP
ATIENTION: Steven D.S. Ross
45 Erb Street West
Waterloo , ON N2J 4B5
Fax: (519) 886 -8651
with a copy delivered to:
The Corporation of the Town of Tillsonburg
ATIENTION: Deve lopment Commissioner
204-200 Broadway
T ill sonburg, ON N4G 5A 7
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Fax: 519-842-9431
Solicitors for the Purchaser:
Aird & Berlis LLP
ATIENTION : Leonard Baranek
Brookfield Place
181 Bay Street, Suite 1800
Toronto, ON MSJ 2T9
Emai l: lbaranek@airdberlis .com
with a copy delivered to the Purchaser
ATIENTION Jason Johnston
205, 10423 178th Street
Edmonton, AB TSS 1 RS
Email : jjohnston@armtec.com
Any such communication so given or made shall be deemed to have been given
or made and to have been received on the day of delivery if delivered , or on the
day of faxing or sending by other means of recorded electronic communication ,
provided that such day in either event is a business day and the communication is
so delivered, f axed or sent before 5:00 p.m. on such day . Otherwise , such
communication shall be deemed to have been given or made and to have bee n
received on the next following business day . Any such communication given or
made in any other manner shall be deemed to have been given or made and to
have ben received only upon actual receipt.
38 . Successors and Assigns
(a) The Purchaser shall be permitted to assign all of its right, title and interest in and
to this APS with the Vendor's written approval , which shall not be unreasonably
withheld , including assignment to another corporation with the same shareholder
as the Purchaser Subject to the restrictions in the preceding sentence, the Vendor
agrees to engross the Transfer/Deed of Land as directed by the Purchaser on the
Completion Date as the Purchaser may elect, and the Vendor agrees to complete
the transaction contemplated by this APS on the Completion Date with such
assignee or nominee. The Purchaser is released from all lia bility hereunder, if it
assigns its interest in this APS . This Agreement shall be binding upon the parties
hereto and their respective successors and assigns.
39 . Schedules
(a) The following Schedules shall form an integral part of this Agreement:
(i) Schedule "A" -Descripti on of the Property
(ii ) Schedule "D" -Developments Covenants
40 . Acceptance by Fax or Emai l
Buyer's Initia ls at Seller's lnit ia ·~
(a) The Purchaser and Vendor acknowledge and agree that the communication of this
Agreement may be transmitted by way of facsimile or electronic mail, and that they
agree to accept such signatures and documents to be legal and binding upon
them .
41 . Counterparts
(a) This Agreement may be signed in any number of counterparts , each of which is
considered to be an original , and all of which are considered to be the same
documents.
42 . Severability
(a) If any provision of this Agreement, or the application thereof to any circumstances ,
shall be held to be invalid or unenforceable , then the remaining provisions of this
Agreement , or the application thereof to other circumstances, shall not be affected ,
and shall be valid and enforceable .
Signature page to follow
Buy e r's Initia ls ~
IN WITNESS WHEREOF the Purchaser has executed this Agreement:
Dated at E.D"' t> ..lW-\ , Alberta this \. of Da:..c. ..... C!;t'l'2,, 2020.
ARMTEC INC.
Per: en=----Name: Jason Johnston
Title : Senior Vice President
Name:
Title :
I/We have authority to bind the Corporation.
The Vendor hereby accepts this Agreement according to its terms.
Dated at Tillsonburg , Ontario this /~ day of l).e <emDef , 2020.
IN WITNESS WHEREOF the Vendor has executed this Agreement:
Buyer's Initia ls g....}
&d~·
Clerk
We have authority to bind The Corporati on
of th e Town of Ti ll sonburg .
SCHEDULE "A" -LEGAL DESCRIPTION OF THE PROPERTY
A: Lot 1640 Plan 500 , TILLSONBURG; Part 5, Plan 44 OXR
B: •Artificial PIN for property annexed from Haldemand-Norfolk, Reg Ofc 37
• MID CON 4 NTR PT LOT 8
• Part 7, Plan 44 OXR
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SCHEDULE "D"
DEVELOPMENTtOVENANTS
1. The right to repurchase contained in Schedule "D" to the Agreement of Purchase and Sale
for the Neighbouring Lands shall apply to the Property, mutatis mutandis, such that any
right to repurchase the Neighbouring Lands shall result in the Town of Tillsonburg's rights
to repurchase the Property. On Closing the restrictive covenant to be registered shall be
registered against both the Property and the Neighbouring Lands.
2. Assignment of Covenants
(a) The Owner acknowledges and agrees that the covenants and restrictions herein
shall run with the title to the Property. The Owner, for itself, its successors, heirs ,
and assigns in title from time to time of all or any part or parts of the Property will
observe and comply with the stipulations, restrictions, and provisions herein set
forth (the "Restrictions"), and covenants that nothing shall be erected, fixed , placed
or done upon the Property or any part thereof in breach or in violation or contrary
to the Restrictions and that the Owner will require every subsequent purchaser or
every successor in title to assume and acknowledge the binding effect of this
document, as well as , covenant to observe and comply with the Restrictions and
other covenants herein.
3 . Force Majeure
(a) If the Owner shall be unable to fulfill , or shall be delayed or restricted in fulfilling
any of the obligations set out herein due to any act or neglect of the Town of
Tillsonburg or any of its employees, or due to strikes, walkouts , loc kouts, fire ,
pandemics , unusual delay by common carriers, or by any other cause beyond the
Owner's reasonable control, then the time for fulfilling any such obligations shall
be extended for such reasonable time as may be required by the Owner to fulfill
such obligation .
4. Right to Waive
(a) Notwithstanding anything herein contained , the Town of Tillsonburg and its
successors shall have the power by instrument or instruments in writing from time
to time to waive, alter or modify the herein covenants and restrictions with respect
to their application to any part of th e Property without notice to or approval from
the Owner or notice to or approval from the owners of any other adjacent or nearby
lands.
42027386.4
Buyer's Initials Q:)