Tenant's Solicitors means Stikeman Elliott LLP or such firm or firms of solicitors as are appointed by the Tenant from time to time and notice of which is provided to the Shopping Centre Parties.1.2InterpretationUnless the context otherwise requires: (i) "or" is not exclusive; (ii) "this Agreement", "hereof", "herein", "hereto" and similar expressions mean this Agreement together with all schedules to this agreement and all amendments and supplements that may be made to this Agreement from time to time in writing; and (iii) wherever any provision of any Schedule to this Agreement conflicts with the body of this Agreement, the body of this Agreement shall prevail.1.3Gender and NumberWords importing the singular include the plural and vice versa. Words importing gender include all genders.1.4CaptionsThe division of this Agreement into separate Articles and Sections and Schedules and the insertion of headings and table of contents are for convenience of reference only and in no way affect this Agreement or its interpretation.1.5Obligations as CovenantsEach agreement and obligation of any of the parties hereto in this Agreement, even though not expressed as a covenant, is considered for all purposes to be a covenant.1.6Applicable LawThis Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable thereto and shall be treated in all respects as an Ontario contract.1.7CurrencyAll references to currency in this Agreement shall be deemed to be references to Canadian dollars.1.8InvalidityIf any immaterial covenant, obligation, agreement or part thereof or the application thereof to any Person or circumstance, to any extent, shall be invalid or unenforceable, the remainder of this Agreement or the application of such covenant, obligation or agreement or part thereof to any Person or circumstance other than those to which it is held invalid or unenforceable shall not be affected thereby. Each covenant, obligation and agreement in this Agreement shall be separately valid and enforceable to the fullest extent permitted by law.1.9TimeTime shall be of the essence of this Agreement. If anything is required to be done under this Agreement on a day which is not a Business Day, the same shall be done on the next following Business Day. Where in this Agreement a number of days is prescribed, the number shall be computed by excluding the first day and including the last day. All references to a specific time in this Agreement shall be to Toronto time.1.10Entire AgreementThis Agreement constitutes the entire agreement between the parties hereto pertaining to the Surrenders provided for herein and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, with respect thereto, between the Tenant and the Shopping Centre Parties and there are no warranties or representations and no agreements between the parties hereto in connection with the Surrenders except as specifically set forth in this Agreement or the Schedules attached hereto.1.11SchedulesThe following Schedules are attached to and incorporated into this Agreement by reference and shall form part of this Agreement:Schedule A-1Form of Agreement Re: Amendment, and Full Surrender and Full Termination, of LeaseSchedule A-2Form of Agreement Re: Amendment, Partial Surrender and Partial Termination of LeaseSchedule A-3Form of Agreement Re: Amendment, and Full Surrender and Full Termination, of Lease - Richmond Sears LeaseSchedule B Form of HST/GST Undertaking and Indemnity
REPRESENTATIONS The Tenant acknowledges that this Lease has not been entered into in reliance, wholly or partly, on any statement or representation made by, or on behalf of, the Landlord, except any such statement or representation that is expressly set out in this Lease or in written replies to enquiries sent by the Landlord's Solicitors to the Tenant's Solicitors prior to the date of this Lease.
Developer has already deduced its title to the Premises to the Tenant's Solicitors prior to the date hereof and the Tenant shall not raise any objection or requisition in relation to such title.
The Tenant acknowledges that this Agreement is not being entered into in reliance wholly or partly on any statement or representation made by or on behalf of the Developer save in so far as any such statement or representation is expressly set out in this Agreement or has been made in writing by the Developer's Solicitors in reply to enquiries raised by the Tenant's Solicitors.
Deposit Account means the deposit account earning the best interest from time to time reasonably obtainable at a major clearing bank (such account having been agreed upon between the parties to this Deed) opened by the Landlords Solicitors and the Tenants Solicitors in the Tenants name on or before the date of this Deed and in which the Deposit is placed.
The Landlord acknowledges that this Agreement has not been entered into wholly or partly in reliance on any statement or representation made by or on behalf of the Tenant, other than any statements or representations given by the Tenant's Solicitors in written replies to written enquiries raised by the Landlord's Solicitors before the date of this Agreement.