Co Ownership Agreement

CO-OWNERSHIP AGREEMENT

This Co-Ownership Agreement (the “Agreement”) is effective [DATE],

BETWEEN: [NAME OF CO-OWNER A] (“Co-Owner A”), an individual with their main address located at:

[YOUR COMPLETE ADDRESS]

AND: [NAME OF CO-OWNER B] (“Co-Owner B”), an individual with their main address located at:

[COMPLETE ADDRESS]

Collectively, Co-Owner A and Co-Owner B shall be referred to as the “Parties” or “Co-Owners.”

WHEREAS, the Co-Owners have, simultaneous with the execution hereof, each acquired a Fifty Percent (50%) undivided interest as Tenants-in-Common in and to that certain real property described generally as [DESCRIBE THE SPECIFICS OF THE PROPERTY] (the “Property”);

WHEREAS, the Co-Owners own their respective interests in the Property as Tenants-in-Common, subject to the terms, covenants and conditions set forth below, which terms are necessary to ensure the proper and orderly management and operation of the Property during the period of the Co-Owners’ co-ownership;

NOW, THEREFORE, the Parties agree as follows:

PROPERTY

The

roperty is situated at

[THE ADDRESS]

and the legal description of the

roperty is as follows:

[

SPECIFY

THE LEGAL DESCRIPTION OF THE PROPERTY]

which includes with it but

not limited to permits, easements, and cooperative and association memberships (the “Property”)

TERM

This Agreement shall be for a term of successive [YEAR] year periods, commencing on the date of execution hereof, and terminating on [DATE] unless either

arty terminates this Agreement by delivering written notice to the other

arty or

by a mutual termination of this

Agreement by both

arties, in writing.

MANAGEMENT

The

Co-Owner

appoint

[

SPECIFY

PERSON/COMPANY]

the

manager of the Property

(“Manager”)

, on a renewable annual basis, to handle such matters as the lease,

operation,

and

maintenance of the Property

. The duties of the

anager are mentioned in Annexure A

which is attached to this Agreement

. Instructions to

the Manager

may be issued by either of the

Co-

Owners, except that, in the event of the sale or refinancing of the Property, the consent of both

Co-

Owners shall be required.

OPERATING CAPITAL AND EXPENSES

In the event

the

Manager

determines, from time to time, that additional capital from the

Co-

Owners is required (whether for capital improvements or ordinary and routine operating expenses, including insurance, taxes, snow removal, utilities, and furniture for the Property) to operate, improve, or otherwise manage the Property,

the

Manager

shall so notify the

Co-

Owners, in writing, of the total additional sum required, and request that each

Co-

Owner submit

Fifty Percent

(

50%

)

(or the amount of each

Co-

Owner

’

s proportionate share of said total, if different), within

[

NUMBER

OF DAYS]

days after receipt of said written

notice.

Emergency Advances. Regardless of the determination by the

Manager

regarding additional capital needs and requirements from the

wners, should either

wner determine that an “emergency condition” exists, that

wner shall be entitled to make advances to protect and preserve the value of the real estate. An “emergency condition” shall include any necessary expense or capital improvement to protect and preserve the value of the real estate from immediate threat of significant harm. Should either

wner make such

advances, he should give the other

wne

r written notice thereof within

[

NUMBER

OF DAYS]

days after making the advance.

The failure of

either

Co-

Owner to make such additional contribution within

[

NUMBER

OF DAYS]

days after receipt of notice requesting same shall constitute a material breach of this Agreement

and the non-contributing

Co-

Owner shall be considered in default hereunder. The non-defaulting

Co-

Owner shall have the right, but not the obligation, to pay the defaulting

Co-

Owner’s pro rata share of such additional contribution. The non-defaulting

Co-

Owner so electing to pay the defaulting

Co-

Owner’s share shall be entitled to a percentage of the defaulting

Co-

Owner’s interest. A portion of the defaulting

Co-

Owner’s interest shall be transferred to the non-defaulting

Co-

Owner who has made said payment

RIGHT OF FIRST REFUSAL AS CONDITION PRECEDENT TO

SALE

TO THIRD PARTY

Sale

of the Property. Either

Co-

Owner shall have the right to sell, exchange or otherwise transfer its interest in the Property, or any part thereof, after having first offered to sell said interest to the other

Co-

Owner in accordance with the following procedure:

The interest in the Property which the transferring

Co-

Owner intends to sell, exchange or otherwise transfer (whether such interest includes all or a portion of the

Co-

Owner’s interest) shall first be offered in writing to the other

Co-

Owner at the stated price at which the interest is proposed to be sold to a third party. The other

Co-

Owner shall have a period of

[

NUMBER

OF DAYS]

days after receipt of such notice in which to accept or reject said offer, in writing.

In the event the non-transferring

Co-

Owner rejects the offer, then the transferring

Co-

Owner shall be free to sell its interest in the Property on the terms set forth in the notice and on no other terms. In the event the non-transferring

Co-

Owner accepts the offer, then the non-transferring

Co-

Owner shall purchase the interest of the transferring

Co-

Owner on the terms set forth in said notice within

[

NUMBER

OF DAYS]

days after the acceptance of said offer. The selling

Co-

Owner shall pay any and all title insurance premiums and reasonable closing costs associated with said transfer.

RIGHT OF PARTITION

The

Co-Owners

agree generally that any Tenant

Common (and any of its successors-in-interest) shall have the right, while this Agreement remains in effect, to have the Property partitioned, and to file a complaint or institute any proceeding at law or in equity to have the Property partitioned, in accordance with, and to the extent provided by, applicable law. The

Co-Owners

acknowledge and agree that partition of the Property may result in a forced sale by

both

the

Co-Owners

. To avoid the inequity of a forced sale and the potential adverse effect on the investment by the other

Co-Owner

, the

Co-Owners

agree that, as a condition precedent to filing a partition action, the

Co-Owner

intending to file such action shall follow the buy-sell procedure set forth in

this Agreement

RELATIONSHIP

The

arties acknowledge that it is their intention to hold the Property as

enants

-C

ommon and that they have expressly elected not to become partners and that neither this Agreement nor any provision of this Agreement shall be interpreted to impose a partnership relationship at either law or equity on the

arties. Accordingly,

neither

Co-

Owner shall have any liability for the debt or obligation of

the

other

Co-

Owner.

NO WAIVER

No waiver of any breach of any covenant or provision contained herein will be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision contained herein. No extension of time for performance of any obligation or act will be deemed an extension of the time for performance of any other obligation or act except those of the waiving

arty, which will be extended by a period of time equal to the period of the delay.

LANGUAGE OF THE

AGREEMENT

The language of the Agreement shall be

the

English Language, which shall be

the

binding and controlling language for all matters relating to the meaning or interpretation of the Agreement.

SEVERABILITY

If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or u

nenforceable, it is the Parties

’

intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable

and the remainder of the provisions of this Agreement shall in no way be affected, impaired or invalidated as a result.

MODIFICATIONS

Any modifications to the present Agreement shall be made after the w

ritten approval of the Parties.

NOTICES

Any notices or delivery required here shall be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post,

postage prepaid, to the Parties

at the addresses contained in this Agreement or as the

arties may later designate in writing at the address provided by the

Parties

FORCE MAJEURE

For purposes of this

ection, "force

majeure" means an event beyond the control of either

arty, which by its nature

could not have been foreseen by such

arty, or, if it could have been foreseen,

was unavoidable, and includes without limitation, acts of God, storms, floods,

riots, fires, sabotage, civil commotion or civil unrest, interference by civil

or military authorities, acts of war (declared or undeclared) and failure

energy sources.

either

arty shall be under any liability for failure to fulfill any obligation under this Agreement, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of force majeure

provided that such

arty shall have exercised all due diligence to minimize to the greatest extent possible the effect of force majeure on its obligations hereunder.

Promptly on becoming aware of force majeure causing a delay in

performance or preventing performance of any obligations imposed by this

Agreement (and termination of such delay), the

arty affected shall give written

notice to the other

arty

giving details of the same, including particulars of

the actual

and, if applicable, estimated continuing effects of such force

majeure on the obligations of the

arty whose performance is prevented or

delayed. If such notice shall have been duly given, the actual delay resulting

from such force majeure shall be deemed not to be a breach of this Agreement,

and the period for performance of the obligation to which it relates shall be

extended accordingly

provided that if force majeure results in the performance of a

arty being

delayed by more than 60 days, the other

arty shall have the right to terminate

this Agreement with respect to any

ervice affected by such delay forthwith by

written notice.

SUCCESSORS

This

greement shall be binding on and inure to the benefit of the respective successors, assigns, and personal representatives of the

arties, except to the extent of any contrary provision in this

greement.

GOVERNING LAW AND JURISDICTION

This

greement shall be construed and enforced in accordance with the laws of

[STATE/PROVINCE].

The Parties

submit to the jurisdiction of the courts of

[STATE/PROVINCE]

for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement

MEDIATION AND ARBITRATION

In the event a dispute arises out of or in connection w

ith this Agreement, the Parties

shall attempt to resolve the dispute through friendly consultation.

If the dispute is not resolved within a period of [

NUMBER OF

DAYS] days

then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues shall be submitted to final and binding arbitration in accordance with the laws of

[STATE/PROVINCE]

The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction within

[STATE/PROVINCE].

ENTIRE AGREEMENT

This Agreement contains the entir

greement between the Parties

. All negotiations and understandings have been included in this Agreement. Statements or representations which m

ay have been made by any Party

to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement shall bind the

Parties

BINDING EFFECT

This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the

arties’

successors, assigns, executors, administrators, beneficiaries, and representatives.

IN WITNESS WHEREOF, the Parties have executed this Agreement on [DATE].

CO-OWNER A CO-OWNER B

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

ANNEXURE A

MANAGEMENT DUTIES

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