Dispute Resolution and Termination

If there is a dispute, disagreement or alleged breach between Key and you about any aspects of this Agreement, we both agree to first discuss the problem and negotiate in good faith.

If we cannot resolve the concern in good faith within twenty-eight (28) days, we will then jointly appoint a mediator to help in settling the dispute. If we cannot agree on the mediator in the time frame stipulated by this section, either of us can request a Justice of the Superior Court of Justice to appoint the mediator. We will share the costs of the mediator equally.

If we cannot resolve the dispute within sixty (60) days of the date of the mediator’s appointment, either one of us can give written notice to the other party of our desire to submit the dispute to arbitration as outlined under Section 2 of the ORA.

ORA Ref: Schedule D.1

Any dispute that cannot be resolved informally will begin arbitration. The arbitration will be in accordance to the rules of the International Commercial Arbitration Act, Ontario. The procedure mandated by the International Commercial Arbitration Act will be modified as follows:

1. 1

   The arbitration will be conducted at a location determined by the parties by a single arbitrator with suitable expertise and agreed to by both Key and you within fourteen (14) calendar days of the Notice Date. If we cannot agree on the arbitrator in that time frame, either one of us can request a Justice of the Superior Court of Justice appoint the arbitrator;

2. 2

   With both our consent, the arbitrator may, for the purpose of encouraging dispute resolution, use mediation, conciliation or other procedures at any time during the arbitration proceedings, without being disqualified from resuming their role as arbitrator;

3. 3

   The arbitrator will establish the procedural rules within fourteen (14) days of their appointment, start the arbitration hearing within twenty-eight (28) days of their appointment, and complete the arbitration within forty-two (42) days of the date it is commenced. The arbitrator will render a decision in writing within fourteen (14) days after the arbitration is completed. Their decision will be final and binding on the parties;

4. 4

   If the arbitrator is unable to complete the mediation, a successor will be appointed in the same manner as the original appointment;

5. 5

   The costs of the arbitration (including their costs, fees and expenses of counsel, and expert and witness fees) will be at the discretion of the arbitrator. They have the power to make any award which is just in the circumstances.

ORA Ref: Schedule D.2

The following steps are required to Transfer your Co-Ownership Interest to a Permitted Transferee:

1. 1

   You must notify Key at least thirty (30) days in advance of your intention to Transfer to a Permitted Transferee.

2. 2

   The Transfer must occur on the last Business Day of a calendar month.

3. 3

   As the Owner-Resident, you must be current on all of your Residency Payments.

4. 4

   The Permitted Transferee must complete an Owner-Resident Application Form and be approved by Key.

5. 5

   The Permitted Transferee must agree to be a Resident in the Suite upon Transfer of the Suite. As the former Owner-Resident, you must either move out of the Suite by the transfer date or, if the Permitted Transferee agrees, you can become a Resident in the Suite.

6. 6

   You will pay Key the Administration Fee on the value of the Co-Ownership Interest being transferred. This will be determined using the AVM Valuation of the Suite in effect on the Transfer Date.

7. 7

   Any improvements made or damages caused by the Owner-Resident become the responsibility of the Permitted Transferee. The Owner-Resident will be responsible for all moving costs.

8. 8

   The Permitted Transferee will be bound to the time periods for increases to the Residency Payment (outlined in Schedule C of the ORA).

ORA Ref: Article 9.2