OREA Clause Index

Looking for a clause in the Webforms' library can be frustrating... especially when you aren't even sure what you are looking for!  

We have provided you with a reference to some of the common clauses below.  Please use these for reference purposes only.  You should be using the "insert clauses" in the webforms library to ensure you have the most recent version of the clause.

Changing the Closing Date

COMP-02  Change of Completion Date by Seller

Notwithstanding the completion date set out in this Offer, the Seller may (advance / postpone)  the completion date of the transaction by not more than ____ days, by giving written notice of the amended completion date to the Buyer or the Buyer's Solicitor at least _ days in advance of the earlier of the completion date set out herein and the amended completion date.

COMP-02  Change of Completion Date by Buyer

Notwithstanding the completion date set out in this Offer, the Buyer may (advance / postpone) ______ the completion date of the transaction by not more than _ days, by giving written notice of the amended completion date to the Seller or the Seller's Solicitor at least _ days in advance of the earlier of the completion date set out herein and the amended completion date.

COMP-03  Change of Completion Date - Mutual Agreement

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.

Sale of Buyer's Property

SBP/SA-1 Condition – 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 personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 as aforesaid within the time period stated herein.

SBP/SA-2 Condition – Removal of All Conditions – Buyer’s Property

This Offer is conditional upon the Buyer receiving notification of the removal of all conditions in an existing Agreement of Purchase and Sale for the property known as _______________________ . Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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 as aforesaid within the time period stated herein.

Note:  For a Seller to accept a conditional pertaining to the sale of the Buyers's property they often (but not always) will want the opportunity to continue to offer their property for sale.  An "Escape Clause" deals with this.  It means if the Seller should receive another offer attractive to them during the conditional period they can put Buyer A on notice that they must firm up or loose the deal.  This is NOT an opportunity for the Seller to ask for more.  The offer price conditional on the sale of the Buyer's Property remains.

SBP/SA-4 Escape Clause – Buyer’s Property

Provided further that the Seller may continue to offer the property for sale and, in the event the Seller receives another Offer satisfactory to the Seller, the Seller may so notify the Buyer in writing by delivery to the Buyer personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto. The Buyer shall have ______________ hours from the giving of such notice to waive this condition by notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto, failing which this Offer shall be null and void, and the Buyer’s deposit shall be returned in full without deduction.

When the Seller has an existing conditional offer in play and the Buyer Client wants to be a "back up" offer.

SBP/SA-3 Condition – Seller’s Release from Previous Agreement

This Offer is conditional upon the Seller obtaining a release from a prior Agreement of Purchase and Sale. Unless the Seller gives notice in writing delivered to the Buyer personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto 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.

NOTE: This clause is a true Condition Precedent and neither a Seller nor a Buyer is entitled to waive this condition.

When a condominium has not yet been assessed for taxes and you want to ensure your Buyer is Protected.

TAX-03  Tax Holdback - Completion of Building Increases Assessment

The Buyer and Seller acknowledge that the property taxes have not been finally assessed prior to completion of the building(s) on the property. The Buyer and Seller agree that the Seller's solicitor shall hold back the amount of $ _ for the payment of property taxes for the period prior to completion of this transaction. The Buyer or the Buyer's solicitor shall forthwith after notification by the municipality notify the Seller's solicitor of the amount of finally assessed property taxes. The Seller's solicitor shall immediately after notification pay the hold back or the amount thereof necessary to be paid in payment of the taxes accruing or owing prior to date of completion. If there has been no notification to the Seller's solicitor as aforesaid within three years after the completion of this transaction, the Seller's solicitor may release the holdback to the Seller. The Seller's solicitor shall supply a personal undertaking on completion to the Buyer to evidence the foregoing.

Conditional on Appraisal

Custom Clause – Not found in Webforms

This Offer is conditional upon the Purchase Price not exceeding the Property's valuation determined by an appraiser engaged by the Buyer's Lender.  Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto not later than ________ on the ______ day of ________________ , 20 _____ , that this (a.m./p.m.) 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 as aforesaid within the time period stated herein. The Seller agrees to co-operate in providing access to the property for the purpose of fulfilling this condition.

CAUTION:

If you use this clause your Buyer needs to have confirmed with their lender that an appraisal can take place within a reasonable time frame (likely not more than 5 days).

It is likely a seller will make the request to view appraisal.  This can be included as part of the condition if desired (Buyer agrees to provide a copy of appraisal).  However, note that this this clause is not written as "Satisfactory in the Buyer's Sole and Absolute Discretion".  Either the Lender's appraisal meets purchase price or not.

REMEMBER:  this is not the same as conditional on financing in the Buyer's Sole and Absolute Discretion.

Property to be Developed or Zoning Change and Buyer wants Sellers Co-operation

Custom Clause – Not found in Webforms

The Sellers agree, upon acceptance, to allow the buyers to begin the application for rezoning of the property at the buyers' sole expenses and efforts, to the zoning needed at the buyers' sole discretion. The sellers agree to cooperate with such rezoning efforts and applications, provided the buyers ensure the sellers will be able to reside at the current property without limitation to it's current use of single family occupancy. The sellers acknowledge and agree that this may require their authorized signatures with various agencies, which will be arranged and coordinated by the buyers, at the buyers sole cost to any expenses incurred with such transactions. 

The sellers warrant that there are currently no know encumbrances or easements on title that will affect the buyers desire for the redevelopment of the property in it's current lot boundaries.

The sellers agree to allow the buyers or representatives thereof the right to visit the property with respect to any measurements or surveys, or anything needed in their behalf, in their specific efforts to rezone for development, provided that the buyers notify the sellers of any planned visits to the property 48 hours prior of such times. The buyers agree to limit these visits to the exterior of the home for a reasonable duration during times that will not inconvenient the sellers, with the ideal times being during regular business hours 8am-6pm Monday-Friday.

When your buyer wants to be able to Assign the Agreement

ASSIGN-1 Right to Assign Agreement 

The Buyer shall have the right at any time prior to closing, to assign the within Offer to any person, persons or corporation, either existing or to be incorporated, and upon delivery to the Seller of notice of such assignment, together with the assignee’s covenant in favour of the Seller to be bound hereby as Buyer, the Buyer hereinbefore named shall stand released from all further liability hereunder. 

Note the above expressly releases the Buyer from any liability.  That may not sit will with a seller.

ASSIGN-2 Right to Assign – Seller’s Consent 

The Buyer covenants and agrees that the Buyer will in no way directly or indirectly assign, rent, lease, convey, list or in any way advertise for sale, sell, or otherwise transfer the Buyer’s rights under this Agreement prior to completion to any other person or entity without the express written consent of the Seller. Such consent may be granted or withheld at the Seller’s sole option.

Note the above requires the Seller's consent.  you may wish to Modify

The Buyer covenants and agrees that the Buyer will in no way directly or indirectly assign, rent, lease, convey, list or in any way advertise for sale, sell, or otherwise transfer the Buyer’s rights under this Agreement prior to completion to any other person or entity without the express written consent of the Seller.  Such consent will not be unreasonably withheld.

The above has been changed but the challenge is to define unreasonably

Permitted Assignment - Custom Not found in Webforms

the Buyer may, without the consent of Seller, assign this Agreement to an Affiliate of Buyer, so long as such assignee has assumed in writing all of the obligations of Buyer under this Agreement and agreed to be bound by all the terms and conditions of this Agreement accruing or arising from and after the effectiveness of such assignment.

This does not require permission, not does it expressly relieve the original buyer of any liability or duty to close.  This would likely be more palatable to a seller.

Further Notes:  It is my understanding that to assign residential resale permission of the seller is not required.  However... if your client envisions accessing the property for the purposes of showing potential buyers or for any reason related to the assignment there will arise issues.  Mutual understanding and agreement is always beneficial.