Our legal charges for preparing an offer are $995.00 + HST for preparation of a basic offer for commercial and residential use. If the purchase is that of a property zoned for residential use only the fee for preparation of the offer is $795.00 plus H.S.T.

In order to prepare an offer we will require the following documents to ascertain that you are entering the contract with the proper party and the party has the right to operate the business:

• Copy of articles of Incorporation of Seller Company if property owner is a company
• Copy of transfer/deed of land of the property

Name of Buyer: It is recommended that you buy a commercial property under a company name to limit your personal liability and for tax reasons. Please provide us with your full legal name (or the person who will be the owner) and if you already have a company, copy of the articles of the Buyer Company. Please note that our legal fees for incorporating a company is $295.00 plus H.S.T. disbursements which may be approximately $360.00 assuming it is a Number Company being incorporated as opposed to a Name Company. For incorporation of a Name Company additional disbursements will be incurred in the sum of $90.00 to obtain a NUANS search to clear the name you wish to incorporate (that is to clear a maximum of three (3) names).

Address of Property: We will need the address the property is located. Please ensure that we have the correct unit number. If you are purchasing any parking spots or locker unit, please make it clear.

Purchase Price: All funds must be in Canadian Funds only. Normally we recommend that you have negotiated and come to an agreement on the purchase price as we do not wish to have the agreement go back and forth simply because the price is not agreed upon. Please note that we do not give a legal opinion as to the value of the business being purchased and will not be held liable if you have not done your financial due diligence to satisfy yourself that the price is the correct price. If you wish we can refer you to commercial sale representatives who for a fee can assist you with this determination or you may wish to retain an appraiser or an accountant for more expert guidance.

Deposit: You will be required to give a deposit upon acceptance of the offer as consideration under the contract. A reasonable and acceptable deposit is twenty thousand dollars ($20,000.00) and should be made strictly payable to the seller solicitor in trust. At no time should you make any monies payable to the seller and you should refrain from taking possession of the property prior to the transfer date as this may cause serious problems for both you and the seller.

Conditions: This is the most important part other that the purchase price in the offer. It is important that you decide what conditions you require form part of your agreement of purchase and sale. Normally we make the offer conditional on (1) financing (2) purchaser solicitor conducting its due diligence to ensure that the premises are in compliance with the (a) building and zoning by-laws, (b) the fire code, (3) the Health Act (4) the Environmental Act, (5) your review of any leases being assumed by you, if any, and finding same satisfactory; and (5) your review of the survey of land and finding same satisfactory to your sole and absolute. Please note that if no survey is available, title insurance will cover you for any matters of encroachments which could have been disclosed by a survey. However please note that if you intend to renovate the property or make any additions, a survey will be required and the cost of a new survey can range between $1,000.00 - $2,000.00 or more.

Conditions are an important of the contract. If the conditions are not met within a certain period of time (normally within 21 days), then the agreement becomes null and void and the deposit must be returned to you. If you waive the conditions and thereby firm up the transaction, in case you now refuse to close the transaction, you may forfeit your deposit and also be sued for breach of contract and for damages. It is important that you understand this concept. If you fail to attend our office on or before the expiry date of the conditional period to advise if you want to waive the conditions and the deal comes to an end without you waiving the agreement, you would have lost the deal and we will not be liable for same. Of course, in this case your deposit is returnable and the deal was not firmed up.

If you require any other conditions be inserted (e.g. that the purchase is conditional upon the Seller granting you a vendor take back mortgage on certain terms and conditions), you must advise us. Each commercial purchase transaction is different and each buyer may have their own specific requirements.

Closing Date: Please provide us with a suitable closing date and time taking into consideration that you may need to arrange financing and have to complete the due diligence prior to closing. Kindly note that Saturdays and Sundays (and public holidays) are not acceptable closing date.

List of Chattels: The list of chattels identifying each asset, preferably by the serial number is required before we can prepare a valid offer. Please ensure it incorporates all items. If all existing assets belong to the existing tenants (if any being assumed), please indicate so.

G.S.T/H.S.T: Our standard offer for commercial real estate purchase, as required by law, provides that GST/HST shall be in addition to the purchase price. In order for the GST/HST not to be collected, the Buyer and Seller must confirm that they both are GST/HST registrants or will become GST/HST registrants prior to closing and will elect to complete the GST/HST Election Form #44 so as to dispense of the need to collect GST/HST. If you are not GST/HST registrant, and you will be buying as a corporation, you should obtain a GST/HST number immediately after incorporation. A GST/HST number may be obtained over the telephone.

Preparation of Waivers, Amending Agreement, Mutual Release, etc: Please note that our office charges $245.00 + H.S.T for the preparation of each waiver and amending agreement or mutual release.

Please note that our fees for the preparation of the offer must be paid in advance and is non-refundable. You are to e-transfer all funds to mylawyer@bellnet.ca. We are set for automatic deposit and you will not be prompted for a password.

We thank you for your interest in retaining our firm and look forward to being retained. Should you have any queries or concerns, do not hesitate to contact us at yourlawyer@bellnet.ca.

E&O Excepted.