Acquisition of Commercial Property

The client sought to expand to acquire several commercial condominium units in Ottawa. These units were intended to serve as the foundation for a state-of-the-art dental clinic dental clinic that was being re-located. Given the complexity of the transaction, which involved multiple units, significant financing, and intricate legal requirements, the client enlisted the expertise of Beganyi Professional Corporation Law Firm to ensure a smooth and legally sound acquisition process.

To facilitate the acquisition of commercial condominium units our firm meticulously handled all legal, financial, and regulatory requirements.

Steps Taken:

1. Review of Agreement of Purchase and Sale: We commenced the project by thoroughly reviewing the Agreement of Purchase and Sale (APS) to identify and address any potential legal issues or areas requiring clarification. This initial step ensured that our client's were protected and that the APS aligned with our client's business goals.
2. Negotiation of Amendments to Agreement of Purchase and Sale: Following the review, we negotiated necessary amendments to the APS, ensuring more favorable terms for our client.
3. Review of Status Certificate: The status certificate for each condominium unit was reviewed to assess the financial and legal standing of the condominium corporation. This review helped uncover any existing liabilities, outstanding debts, or pending legal actions against the condominium corporation.
4. Legal Due Diligence: Comprehensive legal due diligence was conducted, including title and off-title searches. This process verified ownership, revealed any encumbrances or easements, and ensured that the properties were free of legal obstacles that could impede the acquisition.
5. Clean-up of Unpaid Condominium Expenses: We identified and facilitated the payment of any unpaid condominium expenses to prevent future disputes and ensure a clean transfer of ownership.
6. Review of Commitment Letter for First Mortgage: The commitment letter from the primary lender was reviewed to confirm the terms and conditions of the financing. This step was crucial to secure the necessary funds under acceptable terms.
7. Preparation of First Mortgage Documents: Documents were prepared to secure a first mortgage charge, facilitating the acquisition financing. This included the review, negotiation, and drafting of the required documents.
8. Personal Property Security Act Registration: We drafted and registered the necessary Personal Property Security Act (PPSA) security registrations, protecting the interests of the lender and ensuring compliance with provincial regulations.
9. Registration of First Mortgage: The first mortgage was successfully registered on behalf of the lender, securing the primary financing for the acquisition.
10. Preparation of Second Mortgage Documents: To protect the interest of the majority shareholder of the client/purchaser, a second mortgage and supporting security documents were prepared. This additional layer of security ensured the financial stability of the transaction.
11. Coordination with First Lender: Coordination with the first lender was undertaken to facilitate the registration of the second mortgage, ensuring both financing arrangements were harmoniously aligned.
12. Reporting to First Lender: Comprehensive reports were provided to the first lender, detailing the completion of required steps and compliance with all conditions.
13. Reporting to Second Lender: Similar detailed reporting was provided to the second lender, ensuring transparency and maintaining trust.
14. Reporting to Purchaser: Regular and thorough updates were given to the purchaser throughout.

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