Real Estate Purchase Agreement for Alberta

THIS SALES AGREEMENT (the "Agreement") dated this ________ day of ________________, ________ (the "Execution Date")

BETWEEN :

_______________
(the "Seller")

-AND-

_______________
(the "Buyer")

BACKGROUND
The Seller wishes to sell a certain completed home and the Buyer wishes to purchase this completed home.

IN CONSIDERATION OF and as a condition of the Seller selling the Property and the Buyer purchasing the Property and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged here, the parties to this Agreement (individually the "Party" and collectively the "Parties") agree as follows:

1. Property
   
1. The property is situated at _________________________________ and the legal description of the property is as follows: _________________________________________________________________________________, which includes fixtures and improvements located on the property and all rights, privileges and appurtenances associated with it, including but not limited to permits, easements, and cooperative and association memberships (the "Property").
   
2. The Seller agrees to sell and convey to the Buyer and the Buyer agrees to purchase from the Seller the Property.
   
3. Purchase Price
   
3. The purchase price for the Property (the "Purchase Price") will be paid as follows:
   
   1. earnest money payable after the Effective Date of this Agreement is: $____________;
      
   2. excluding any loan funding fee or mortgage insurance premium, the sum of all financing is: $____________; and
      
   3. the total Purchase Price payable is: $____________.
      
4. Goods and Services Tax
   
4. If the sale of the Property is subject to Goods and Services Tax ("GST"), then such tax shall be in addition to the Purchase Price. If the sale of the Property is not subject to GST, the Seller agrees to certify on or before the Closing Date that the sale of the Property is not subject to GST, and will provide a GST exemption certificate to the Buyer on or before the Closing Date.
   
5. Financing Terms
   
5. The portion of the Purchase Price not payable in cash by the Buyer amounts to $____________ and it will be paid by one or more third party mortgage loans.
   
6. This Agreement is subject to the Buyer being approved for financing within thirty days from the Effective Date of this Agreement (the "Financing Period"). Either party may cancel this Agreement if the Buyer cannot obtain adequate financing within the Financing Period despite due diligence and good faith on the part of the Buyer or if the Buyer cannot satisfy the terms of the financing commitment by the Closing Date.
   
7. Earnest Money
   
7. The Buyer will deposit $____________ as earnest money at ____________________ with ____________________ acting as escrow agent (the "Escrow Agent"), on or before ________________ ____, ________. Failure to deposit the earnest money as provided in this clause will result in the Buyer being in default under this Agreement.
   
8. Title Search
   
8. The Buyer, at the Buyer's own expense, shall be allowed until 6:00 p.m. on the 26th day of September, 2023 (the "Requisition Date") to examine the title to the Property. The Buyer will have until thirty days from the Requisition Date or the date on which the conditions in this Agreement are fulfilled or otherwise waived; or five days prior to the Closing Date, whichever date is earlier, to be satisfied that there are no outstanding work orders or deficiency notices affecting the Property, and that its present use as a residential home may be lawfully continued and that the principal building may be insured against risk of fire.
   
9. The Seller hereby consents to the disclosure by municipality or other governmental agencies of details of all outstanding work orders and deficiency notices affecting the Property to the Buyer. The Seller agrees to execute and deliver such further authorizations in this regard as the Buyer may reasonably require.
   
10. Title
    
10. The Buyer is entitled to title to the Property that is good and free from all registered restrictions, liens, encumbrances and charges except as otherwise provided in this Agreement and save and except for the following exceptions ("Title Exceptions"):
    
    1. any registered restrictions or covenants that run with the land providing that such are complied with;
       
    2. 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;
       
    3. any minor easements for the supply of domestic utility or telephone services to the Property or adjacent properties; and
       
    4. any easements for drainage, storm or sanitary sewers, public utility lines, telephone lines, cable television lines or other services which do not materially affect the use of the Property.
       
11. If within thirty days of the Requisition Date or the date on which the conditions in this Agreement are fulfilled or otherwise waived; or five days prior to the Closing Date, whichever date is earlier, the Seller is notified in writing of one or more of the following:
    
    1. there is a valid objection to title or to any outstanding work order or deficiency notice; or
       
    2. the present use of the Property may not lawfully be continued; or
       
    3. the principal building may not be insured against risk of fire,
       

    which the Seller is unable or unwilling to remove, remedy or satisfy or obtain insurance save and except against risk of fire in favour of the Buyer and any mortgagee, (with all related costs at the expense of the Seller), and which the Buyer 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 the Seller 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, the Buyer shall be conclusively deemed to have accepted the Seller’s title to the Property.

12. Future Use
    
12. The Parties agree that there is no representation or warranty of any kind that the future use of the Property by the Buyer is or will be lawful.
    
13. Title Policy
    
13. At the Buyer's option, and at the Seller's expense, the Seller will furnish to the Buyer a title guaranty policy guaranteeing good title to the Property, or an owner's policy of title insurance, insuring and indemnifying the Buyer against loss (the "Title Policy"), issued from a general title company (the "Title Company") in the amount of the Purchase Price dated as of the date that the sale of the Property becomes final and the Buyer takes possession (the "Closing Date"), subject to the following exceptions (collectively, the "Title Exceptions"): building and zoning ordinances; standard utility easements; standard riparian matters; common restrictive covenants relating to platted subdivision; oil, gas and mineral rights; taxes, mortgages or deeds of trust and assessments which the Buyer will be assuming; discrepancies in regards to shortages in area or boundary lines; and liens created as part of the financing for the Buyer.
    
14. Commitment
    
14. At the Seller's cost, the Seller will furnish or cause to be furnished to the Buyer a commitment to issue the Title Policy requested by the Buyer (the "Commitment") and copies of restrictive covenants and documents evidencing exceptions in the Commitment (the "Exception Documents") other than the standard printed exceptions. The Seller hereby authorizes the Title Company to deliver the Commitment and Exception Documents to the Buyer's address provided in this Agreement.
    
15. Property Access and Inspection
    
15. The Buyer may, at its sole cost, select inspectors and pest controllers licensed to practice within the Province of Alberta or any lawful agent authorized to make inspections to inspect the Property. The Buyer will deliver to the Seller a written notice of any defects in addition to a copy of the inspection report within ten days after the inspection. At all reasonable times, the Seller is to permit the Buyer or its agents access to the Property for the purpose of inspection and will pay for turning on existing utilities.
    
16. Property Condition
    
16. The Buyer accepts the Property in its current state and condition without any further work, repairs, treatments or improvements.
    
17. Warranties
    
17. The Seller makes no express warranties aside from those expressly described in this Agreement or the attached addenda. Upon closing, the Seller agrees to assign all manufacturer warranties that are assignable to the Buyer.
    
18. Closing Arrangements
    
18. Where each of the Seller and the Buyer retain a lawyer to complete the Agreement and sale of the Property, the Seller and the Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and the Buyer will:
    
    1. not occur at the same time as the registration of the transfer documents (and any other documents intended to be registered in connection with the completion of this transaction); and
       
    2. be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers.
       

    The Seller and the Buyer irrevocably instruct the said lawyers to follow the Western Law Societies Conveyancing Protocol in closing this transaction, if appropriate. Unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers.

19. Closing
    
19. The date that the sale of the Property becomes final and the Buyer takes possession (the "Closing Date") shall be no later than September 26th, 2023. In the absence of legal excuse, the failure to close the sale on the Closing Date by either Party will enable the non-defaulting party to pursue any remedies on default provided in this Agreement.
    
20. Upon closing, the Seller will provide to the Buyer: proof of transfer of title, showing no further exceptions to title of the Property except the Title Exceptions; and a current tax statement which shows no delinquent taxes on the Property.
    
21. The  Seller must include with the closing documents a Real Property Report (RPR) showing any significant improvements relative to property boundaries on the Property according to the Alberta Land Surveyor's Association Manual of Standard Practice, with evidence of municipal compliance or non-compliance.
    
22. The Buyer will pay the Purchase Price in good funds acceptable to the Escrow Agent.
    
23. Any notices, statements, certificates, affidavits, releases, loan documents and other documents required by this Agreement, by law which is necessary for the closing of the sale must be promptly executed and delivered by the Seller and the Buyer.
    
24. All covenants, representations and warranties in this Agreement will survive closing and may be enforced.
    
25. Possession
    
25. Possession of the Property in its current or required state, ordinary wear and tear excepted, will be delivered by the Seller to the Buyer upon proper funding at closing. A tenancy at sufferance relationship will be created between the Parties where there is no authorized written lease agreement and either the Buyer has possession prior to closing or the Seller has possession after closing. The Parties should consult their respective insurance agent and are responsible to ensure adequate coverage exists upon the transfer of ownership and possession.
    
26. Settlement and Other Expenses
    
26. Unless both Parties otherwise agree in writing, the following expenses payable by the Seller (the "Seller's Expenses") must be paid at or prior to closing:
    
    1. All existing liens; prepayment penalties; recording fees; lender, tax statements or certificates; preparation of transfer documents; half of escrow fee; title expense, and all expenses payable by the Seller under this Agreement must be released or discharged accordingly.
       
27. The following expenses payable by the Buyer (the "Buyer's Expenses") must be paid at or prior to closing:
    
    1. Loan origination, discount, and buy-down.
       
    2. All expenses related or incident to any loan, including but not limited to, appraisal fees, application fees, credit reports, loan documents preparation fees, recording fees on notes and mortgages; as well as recording fees on the transfer documents; financing statements; inspection fees; half of escrow fees; all prepaid items including flood and hazard insurance premiums; documentary stamp tax;
       
28. If any expense to be paid by either Party exceeds the amount expressly stated in this Agreement, the Party responsible for the said exceeding amount may terminate this Agreement unless the other Party agrees to pay the excess amount.
    
29. Consumer Reports
    
29. The Buyer is hereby notified that a consumer report containing credit and/or personal information may be referred to in connection with this transaction.
    
30. Prorations
    
30. The following items will be prorated and adjusted as property as of the Closing Date: any rents, mortgage interest, realty taxes including local improvement rates and unmetered public or private utility charges and unmetered cost of fuel. If the tax rate for the current year is unknown, the Parties will use the rate from the previous year plus five percent at closing. If the tax rate for the previous year is also unknown, the Escrow Agent will estimate an amount to prorate, holdback sufficient funds and adjust the prorated amount when the new tax statements become available. The Buyer will be obligated to pay the share of the prorated taxes for the current year if the taxes are not paid at or prior to the closing.
    
31. Subdivisions
    
31. This Agreement shall be effective to create an interest in the Property only if the Seller complies with the subdivision control provisions of the Municipal Government Act, RSA 2000, c M-26, and any other applicable local laws, by the Closing Date and the Seller covenants to proceed diligently at the Seller's expense to obtain any necessary consent by the Closing Date.
    
32. Document Preparation
    
32. The transfer documents shall be prepared in registrable form at the expense of the Seller. Any charge/mortgage shall be given back by the Buyer to the Seller at the expense of the Buyer.
    
33. Property Assessment
    
33. The Parties hereby acknowledge that the Province of Alberta has implemented current value assessment and properties may be assessed on an annual basis. The Parties agree that no claim will be made against either Party for any changes in property tax as a result of a re-assessment of the Property, save and except any property taxes that accrued prior to the Closing Date.
    
34. Residency
    
34. _______________ represents and warrants that they are not and on the Closing Date will not be a non-resident under the non-residency provisions of the Income Tax Act, R.S.C. 1985 which representation and warranty shall survive and not merge upon the completion of this transaction. _______________ shall deliver to the Buyer a statutory declaration that they are not then a non-resident of Canada.
    
35. Risk of Loss
    
35. The Seller will bear all risk of loss to the Property or its improvements, which includes, but is not limited to, physical damage or destruction to the Property, or loss caused by expropriation, until the Closing Date. If at any point after the Effective Date but prior to closing, any part of the Property is damaged or destroyed, the Seller will restore the Property to its previous condition as soon as possible before the Closing Date, reasonable delays excepted. If the Seller fails to restore the Property due to unforeseeable factors beyond the control of the Seller, the Buyer may elect one of the following:
    
    1. the Agreement will terminate and the earnest money will be refunded to the Buyer within ten days;
       
    2. the Closing Date will be extended as necessary to accommodate the performance of restoration; or
       
    3. at closing, the Property in its damaged state will be accepted and all insurance proceeds will be assigned from the Seller to the Buyer and the Buyer will receive an amount equal to the deductible under the Seller's insurance policy.
       

    The Seller's obligations under this provision are independent of any obligations of the Seller found under the heading Property Condition.

36. Remedies on Default
    
36. The Buyer will be in default if the Buyer fails to comply with the provisions of this Agreement, upon which, the Seller may:
    
    1. seek specific performance; or
       
    2. seek other relief as may be provided by law; or
       
    3. seek a combination of any or all of the above remedies; or
       
    4. treat all earnest money as forfeited and the said money be deemed as liquidated damages and the sole remedy for the Seller.
       
37. The Seller will be in default if the Seller fails to comply with the provisions of this Agreement, upon which, the Buyer may:
    
    1. seek specific performance; or
       
    2. seek such other relief as may be provided by law; or
       
    3. a combination of any or all of the above remedies; or
       
    4. treat this Agreement as terminated and receive the earnest money within ten days of cancellation.
       
38. Escrow
    
38. The Seller and the Buyer agree that the Escrow Agent is not:
    
    1. a party to this Agreement and will not assume any liabilities incurred as a result of the performance or nonperformance of either the Buyer or the Seller, and that no liability will be incurred unless the Escrow Agent is grossly negligent or willfully breaches the terms of this Agreement;
       
    2. liable for the loss of earnest money as a result of the failure of any financial institution in which the earnest money has been deposited unless the said institution is acting as an Escrow Agent; and
       
    3. liable for interest on the earnest money.
       
39. Upon closing, the earnest money will be applied in the following order with the excess refunded back to the Buyer:
    
    1. any cash down payment; and
       
    2. Buyer's Expenses.
       
40. At all relevant times during the course of this Agreement, the Escrow Agent is required to notify the other Party prior to the releasing of any funds to the Party who is requesting the funds.
    
41. The notice of the Escrow Agent to either Party will be deemed effective upon its deposit to any Canada Post offices or mailboxes with receipt requested, provided that the notice contains adequate postage and the correct mailing address of the Party contained in this Agreement is inscribed on the notice. The notice of objection to the demand of earnest money will be deemed effective upon receipt by the Escrow Agent.
    
42. Seller Representations
    
42. The Seller represents and warrants that there will be no liens, assessments, or security interests from third parties against the Property which will not be satisfied out of the sales proceeds. The Seller makes no representation aside from those expressly provided in this Agreement. If the representations of the Seller are untrue upon the Closing Date, the Buyer may terminate this Agreement and the earnest money will be refunded within ten days.
    
43. The Seller represents and warrants that any known material latent defects ("Material Latent Defects") have been disclosed in this Agreement. Material Latent Defects are defects that are not discoverable through a reasonable inspection of the Property that render the Property dangerous or potentially dangerous, unfit for habitation, or will otherwise affect the use or value of the Property.
    
44. Notices
    
44. All notices pursuant to this Agreement must be written and signed by the respective Party or its agent and all such correspondence will be effective upon it being mailed with return receipt requested, hand-delivered, or transmitted by email as follows:
    
    

    To the Buyer at:	To the Seller at:
    Name: _______________ Address: ____________________________ Telephone: _______________ Email: ______________________	Name: _______________ Address: ____________________________ Telephone: _______________ Email: ______________________

45. Addenda
    
45. In addition to any aforementioned required documents, these addenda will also constitute as part of this Agreement:
    
    1. Affidavit of Value; and
       
    2. Third Party Financing Condition Addendum.
       
46. Assignability
    
46. The Buyer may not assign this Agreement without the Seller’s written consent. This Agreement is binding on the respective heirs, executors, administrators, successors, personal representatives and assigns, as the case may be, of the Seller and the Buyer.
    
47. Effective Date
    
47. The effective date of this Agreement (the "Effective Date") is the latter of the date the Buyer executed this Agreement and the date the Seller executed this Agreement.
    
48. Governing Law
    
48. The Parties agree this Agreement will be construed under the laws of the Province of Alberta, without regard to the jurisdiction in which any action or special proceeding may be instituted.
    
49. Tender
    
49. Any tender of documents or money hereunder may be made upon the Seller or Buyer or their respective lawyers on the Closing Date. Money shall be tendered with funds drawn on a lawyer's trust account in the form of a bank draft, certified cheque, or wire transfer using the Large Value Transfer System.
    
50. Spousal Interests
    
50. The Seller warrants that no spousal consent is required to give effect to this real estate transaction pursuant to the provisions of the Dower Act, RSA 2000, c D-15, other than the spousal consent provided in this Agreement.
    
51. Urea Formaldehyde Foam Insulation
    
51. The Seller represents and warrants to the Buyer that during the time the Seller has owned the property, the Seller has not caused any building on the Property to be insulated with insulation containing urea formaldehyde, and that to the best of the Seller’s knowledge no building on the Property contains or has ever contained insulation that contains urea formaldehyde. This warranty shall survive and not merge on the completion of this transaction. 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.
    
52. Severability
    
52. If there is a conflict between any provision of this Agreement and the applicable legislation of the Province of Alberta (the "Act"), the Act will prevail and such provisions of the Agreement will be amended or deleted as necessary in order to comply with the Act. Further, any provisions that are required by the Act are incorporated into this Agreement.
    
53. If any terms or provision of this Agreement are determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will not be affected and each unaffected term and provision of this Agreement will be valid and be enforceable to the fullest extent permitted by law.
    
54. No Broker or Agent
    
54. There are no obligations on either Party for the payment of broker fees in this Agreement. The Parties agree that no real estate brokers or agents were procured for their services in connection with this Agreement or any part of the sale agreement prior to the signing of this Agreement. If a broker or agent was retained, the Party which employed the said broker or agent will be solely liable for the costs associated with it.
    
55. Agreement of Parties
    
55. This document constitutes the entire agreement of the Parties and it may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreement. The provisions contained in this Agreement cannot be changed except by the signed and delivered written consent of both Parties.
    
56. Consult a Lawyer
    
56. The Seller and the Buyer should consult a lawyer before this Agreement is executed if any aspect of the Agreement is not understood. The Seller and the Buyer agree each will notify the other of the contact information for the respective lawyer, if any, responsible for this real estate transaction.
    
57. General Provisions
    
57. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
    
58. All monetary amounts in this Agreement refer to Canadian dollars, and all payments required to be paid under this Agreement will be paid in Canadian dollars unless the Parties agree otherwise in writing.
    
59. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender mean and include the feminine gender and vice versa. Words importing persons include firms and corporations and vice versa.
    
60. Time is of the essence in this Agreement. Every calendar day except Saturday, Sunday or a statutory holiday recognized in the Province of Alberta will be deemed a business day and all relevant time periods in this Agreement will be calculated in business days. Performance will be due the next business day if any deadline falls on a Saturday, Sunday or a statutory holiday. A business day ends at five p.m. local time in the time zone in which the Property is situated.
    
61. Any reference to a time and date in this Agreement shall mean the time and date where the Property is located.
    
62. Spousal Consent
    
62. The undersigned spouse of the Seller consents to the disposition evidenced by this Agreement pursuant to the provisions of the Dower Act, RSA 2000, c D-15, and agrees to execute all necessary or incidental documents to give full force and effect to the sale, including attaching a completed Dower Consent and Acknowledgement form which will form part of this Agreement.
    
    ____________________________                    ____________________________
    Witness                                                              Spouse
    

    SIGNED, SEALED AND DELIVERED in the presence of:

    IN WITNESS whereof I have hereunto set my hand and seal:

    ____________________ Witness

    ____________________ _______________

    ______________ Date

    SIGNED, SEALED AND DELIVERED in the presence of:

    IN WITNESS whereof I have hereunto set my hand and seal:

    ____________________ Witness

    ____________________ _______________

    ______________ Date