Commercial Property Purchase Conditions in Alberta

1. Separate conditions from promises and risk allocation

A condition, representation, warranty, covenant and closing deliverable do different work. Do not use a diligence condition to conceal a fact the seller has agreed to establish or a repair the parties expect to complete.

Counsel should identify the beneficiary, standard, discretion, survival and remedy. The brokerage should avoid telling a party that a condition is automatically protective or easily waived.

• Beneficiary
• Evidence required
• Access and documents
• Deadline
• Notice method
• Failure consequence

2. Make financing review property-specific

Coordinate borrower approval with appraisal, environmental reports, leases, operating statements, property condition, insurance, title, equity and lender legal requirements. A term sheet or conditional approval is not funded money.

Allow time for third-party reports and lender review, not only an application. Clarify whether the condition concerns obtaining financing, satisfactory terms or both, and have counsel draft the standard.

3. Review title and off-title evidence

Obtain a current title for every parcel and review registered interests such as mortgages, caveats, liens and restrictions. Alberta's land title is the official ownership record, but it does not prove zoning, building condition, environmental status or every off-title obligation.

Coordinate surveys or real property reports, access, easements, leases, tax status, utilities, service agreements and Personal Property Registry searches where applicable. State which matters must be discharged, accepted or resolved.

4. Verify zoning, use and permits

Check the current municipal land-use designation, permitted or discretionary status, approvals, development and building permits, occupancy, fire and code records, parking, signage and any sector-specific licence. Current operation does not prove the buyer's intended use is permitted.

Identify whether the condition requires information only, a municipal confirmation or an actual approval. A future rezoning, subdivision or development outcome should remain conditional unless and until the competent authority decides.

5. Scope environmental and physical access

Match Phase I, Phase II, building-condition, roof, structure, mechanical, electrical, fire, accessibility, geotechnical and other work to property history and intended use. Define reliance, report ownership and access to prior reports.

The agreement should address notice, insurance, intrusive testing, restoration, safety, confidentiality and damage. A right to inspect is not automatically a right to drill, sample or contact regulators.

6. Reconcile leases, income and operating records

For income property, tie the rent roll to leases, amendments, guarantees, deposits, arrears, notices, options and actual collections. Reconcile operating statements, recoveries, taxes, insurance, utilities, contracts, repairs and capital records.

Define document delivery, tenant estoppels or confirmations, access to managers and the treatment of new leases or changes during the condition period. Protect personal and confidential information through staged disclosure.

7. Define notice, extensions and deposit consequences

State the exact date, time, delivery method and recipient for satisfaction, waiver, objection, extension and termination notices. Track holidays, time zones, required signatures and evidence of delivery.

Do not assume silence extends a condition or returns a deposit. The agreement and applicable law control. Counsel should address what happens to the deposit and each party's rights if a condition is unsatisfied, waived, disputed or missed.

8. Use a live condition ledger

For every condition, track owner, source documents, site access, professional, open questions, decision, notice and deadline. Escalate missing records and changed facts before the last day.

Commercially can coordinate the commercial diligence calendar and property-information flow. It does not approve financing, certify property condition, decide legal satisfaction or advise a party to waive a condition.