TRANSFER AGREEMENT (Sample)

TRANSFER AGREEMENT (sample)

THIS AGREEMENT is made the ___ day of ______, ______,

AMONG:

XYZ WATER UTILITY COMPANY LTD. (the “Vendor”)

THE OWNERS, STRATA PLAN ______(the “Purchaser)

ABC DEVELOPMENTS LTD. (the “Developer”)

WHEREAS:

A. The Vendor is the owner, operator of a waterworks system (the “Waterworks System”) under the Water Utility Act by Certificate of Public Convenience and Necessity No. ______issued on the ___ day of ______, ______to XYZ Water Utility Company Ltd. (the Water Utility” or the “Vendor”).

B. The Purchaser is a Strata Corporation duly established under the Strata Property Act, on the ___ day of ______, ______.

C. The Developer is a corporation registered in British Columbia under No. ______on the ___ day of ______, ______.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the payment of $1.00 by the Purchaser to the Vendor, the premises and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree, each with the other, as follows:

1. The Vendor represents and warrants that the description of the assets and other rights of the Vendor relating to the Waterworks System set forth in Schedule “A” is true, complete and accurate. 2. The Vendor hereby sells, transfers and assigns to the Purchaser all of its right, title and interest in the Waterworks System, including all trust/reserve funds held under the authority of the Comptroller of Water Rights, Water Utility Act (“the Comptroller”). 3. The Vendor represents and warrants to the Purchaser that: a. the Vendor has good and marketable title to the Waterworks System, free and clear of all liens, charges, mortgages, encumbrances, equities or claims of others of any kind and nature whatsoever; and b. there are no actions, suits or proceedings before any Court pending or threatened against it and there are no proceedings before any governmental department, board, authority, or other agency pending or threatened against the Vendor, provided however that the Vendor does not warrant in any way the condition or state of repair of the Waterworks System which is being transferred hereunder on an “as is” basis. 4. The Purchaser has inspected the Waterworks System and agrees: a. to accept it in its present condition; and b. that the Vendor will not be responsible for any malfunction of the Waterworks System and the Purchaser agrees to assume full responsibility for the operation and maintenance of the Waterworks System from the date hereof. 5. The parties further acknowledge and agree that: a. the debts and payables of the Vendor in respect of the operation of the Waterworks System are specifically excluded from the purchase and sale herein, and are the sole responsibility of the Vendor; and b. the purchase and sale contemplated by this Agreement is subject to the prior approval of the Comptroller, authorizing the execution of this Agreement and completion of the transfer of the Waterworks System from the Vendor to the Purchaser. 6. The Vendor, upon approval of this Agreement, shall turn over to the Purchaser all principal and interest earned and accrued in the Water Utility’s Revenue Deficit Trust/Reserve Fund and any other trust/reserve funds ordered by the Comptroller. 7. If the Water Utility’s Revenue Deficit Trust/Reserve Fund is released by the Comptroller to the Purchaser, the Purchaser agrees that it shall transfer to the Developer all of the Revenue Deficit Trust/Reserve Fund that has been released excluding any interest in the Revenue Deficit Trust/Reserve Fund at the time that it is released within two (2) business days thereof, for good and valuable consideration, the sufficiency of which is hereby acknowledged by the Purchaser.

IN WITNESS WHEREOF the parties hereto have executed this agreement on the day and year first above written.

XYZ WATER UTILITY COMPANY LTD.

Per: ______Authorized Signatory Date

THE OWNERS, STRATA PLAN ______

Per: ______Authorized Signatory Date

ABC DEVELOPMENTS LTD.

Per: ______Authorized Signatory Date SCHEDULE A

WATERWORKS SYSTEM

1. Revenue Deficit Trust/Reserve Fund held with Financial Institution Name under account number ______in the amount of $______;

2. The Waterworks System which consists of the following: ______i.e. intake works, wells, water treatment plant/ building, disinfection works, reservoir, pumps, pipes, PRV Stations, service connections, valves, fire hydrants, fittings and all associated equipment ;

3. Certificate of Public Convenience and Necessity No. ______; and

4. Statutory Right of Way No. ______.