TERMS & CONDITIONS
WHEREAS: -
I. The
Vendor(s) is desirous of selling and the
Purchaser(s) is desirous of purchasing
the Property described in Section 4 of the Schedule hereto
(hereinafter referred to as "the
said Property") in his capacity as stated in Section 6 of the Schedule
hereto free from all encumbrances, in particular of any caveat and/or charge,
and with vacant possession and subject
to the terms and conditions hereinafter provided.
II. Where the said Property is presently
charged by the Vendor(s) to a bank or other financial institution, the
particulars of which are as stated in Section 7 of the Schedule hereto
(hereinafter referred to as "the
Existing Charge" and "the
Existing Chargee" respectively) and the Purchaser(s) will assist the
Vendor(s) in discharging the Existing Charge in the manner hereinafter
provided.
III. The Purchaser(s) intends to apply to a bank
or other financial institution for a loan to assist him to complete the
purchase of the said Property and the Vendor(s) will assist the Purchaser(s) in
obtaining release of the Purchaser(s)’ loan in the manner hereinafter provided.
NOW IT IS HEREBY AGREED as follows:-
1. DEFINITIONS
1.1. Unless there be something in the subject
matter or context inconsistent therewith, words importing the
singular number or the masculine gender only shall include the plural number or
feminine gender and words importing individual persons
shall also deem to include a body of persons corporate or
unincorporated.
1.2. Where there are two or more persons
included in the terms "the Purchaser(s)" and/or "the
Vendor(s)", their liabilities under this Agreement shall be joint and
several.
1.3. The headings to the clauses of this
Agreement are for convenience of reference only and shall not affect the
construction thereof.
1.4. The words "hereby",
"herein", hereinafter", "hereinbefore",
"hereof", "hereto", "hereunder" and other words
of similar import shall refer to this Agreement as a whole and not to any
particular provision.
2. AGREEMENT
TO SELL / DEPOSIT
2.1. IN
CONSIDERATION of the sum stated in Section 8 of the Schedule hereto
(hereinafter referred to as "the
Deposit") paid by the Purchaser(s) to the Vendor(s) by way
of deposit and part payment towards account of
the Purchase Price (as hereinafter defined) upon signing of this
Agreement (the receipt of which sum the Vendor(s) hereby expressly
acknowledges) the Vendor(s) shall sell and the Purchaser(s) shall
purchase the said Property free from all encumbrances, in particular of
any caveat and/or Existing Charge, and with vacant possession and subject all
expressed and implied terms and conditions and category of use of the said
Property as are more particularly endorsed on the document of title affecting
or relating the said Property or any part thereof and otherwise as provided
under the National Land Code, 1965 and
its amendments and to the terms and conditions herein contained.
2.2. The Purchaser(s) may upon the execution of
this Agreement, at his own cost and expense lodge a caveat against the said
Property.
2.3. The said Property is sold subject to all
rights and other easements and to all road, back lane and other improvement
schemes whatsoever affecting the same.
3. THE
PURCHASE PRICE, BALANCE PURCHASE PRICE & COMPLETION DATE
3.1. The total consideration for the sale and
purchase of the said Property shall be the sum stated in Section 5 of the Schedule
hereto (hereinafter referred to as "the
Purchase Price"). The balance of the Purchase Price in the sum stated
in Section
9 of the Schedule hereto (hereinafter referred to as "the Balance Purchase Price") shall
be paid by the Purchaser(s) in the manner and at the time stated in Section
10 of the Schedule hereto (hereinafter referred to as "the Completion Date").
3.2. Without
prejudice to Clause 3.1 hereof, the
Vendor(s) shall grant the Purchaser(s) an extension of such time as stated in Section
11 of the Schedule hereto (hereinafter referred to as "the Extended Completion Date") to
pay the Balance Purchase Price in which event, the Purchaser(s) shall pay to
the Vendor(s) interest on such outstanding Balance Purchase Price at the rate
stated in Section 11 of the Schedule hereto on a daily basis until such
time when such outstanding Balance Purchase Price shall have been paid up.
3.3. If the Completion Date or the Extended
Completion Date, as the case may be, falls on a Sunday or a public holiday
completion shall take place on the day other than a Sunday or public holiday
next following the Completion Date or Extended Completion Date, as the case may
be.
3.4. Where there is an Existing Charge on the
said Property, the parties hereto hereby expressly and irrevocably authorises
the Vendor(s)’ Solicitors to hold and utilise all sums paid by the Purchaser(s)
towards account of the Balance Purchase Price, or such part thereof as may be
necessary or sufficient to discharge the Existing Charge. In the event that the Balance
Purchase Price is insufficient to release the Property from the Existing
Charge, the Vendor(s) hereby undertakes to forthwith pay the difference between
the Balance Purchase Price and the redemption sum due to the Vendor(s)’s
Financier (“Redemption Sum”) And the Purchaser(s) or the Purchaser(s)’s
Solicitors or the Purchaser(s)’s Financier shall not be obliged,
notwithstanding anything to the contrary herein contained to pay the Balance
Purchase Price or any part thereof to the Vendor(s) unless and until the
Vendor(s) has first paid the difference between the Balance Purchase Price and
the Redemption Sum to the Vendor(s)’s Financier.
4. DEPOSIT
OF DOCUMENT
4.1. Unless the original issue document of title
to the said Property is in the possession of the Existing Chargee, the
Vendor(s) shall upon the execution of this Agreement, deposit the original
issue document of title with the Vendor(s)’ Solicitors, who shall deliver the
same to the Purchaser(s)’ Solicitors only in accordance with Clause 6.1 hereof or upon payment of the
Balance Purchase Price.
4.2. In the case where the Vendor(s) is a
corporation, the Vendor(s) shall further cause to be deposited with the
Vendor(s)’ Solicitors its company's resolution in respect of the sale of the
said Property together with other requisite statutory documents including
certified true copies of its memorandum and articles of association, Form 24
and Form 49.
5. PAYMENTS
5.1. Payment by the Purchaser(s) under this
Agreement may be made to the Vendor(s)’ Solicitors. If payment is otherwise
than in cash, it may be by way of telegraphic transfer into the Vendor(s)’ bank
account or the Vendor(s)’ Solicitors' Clients' account, bank draft, cashier's
order, the Purchaser(s)’ Solicitors' cheque or the Purchaser(s)’ cheque, in
which event the time of depositing the same with the Vendor(s)’ Solicitors
shall be deemed to be the time of payment PROVIDED
THAT the bank draft, cashier's order or cheque is good for payment when presented
to the bank concerned, and in the event of payment drawn on an outstation bank
the Purchaser(s) shall reimburse the Vendor(s) of the bank commission so
incurred.
5.2. Notwithstanding anything to the contrary
contained herein, if the said Property at any time during the continuance of
this Agreement is however encumbered or subjected to any caveats whatsoever
(other than those disclosed herein) the Purchaser(s) shall be entitled to
suspend the time for payment of the Balance Purchase Price hereunder until the
said encumbrance or caveat, as the case may be, is removed at the cost and
expense of the Vendor(s).
5.3. The
Vendor(s)’ Solicitors shall release the Balance Purchase Price together with
all interests due, if any, but less any sum due from the Vendor(s) to the
Purchaser(s) and/or the relevant authorities in respect of the Property to the Vendor(s) within seven (7) days after the
earlier of: -
(a)
presentation for
registration of the Transfer at the
relevant Appropriate Authority; or
(b)
the Vendor(s)’
Solicitors’ receipt of the Balance Purchase Price.
6. LOAN
6.1. If the Purchaser(s) shall obtain a loan
(hereinafter referred to as "the
Loan") from a banking financial or other institution (hereinafter
referred to as "the Financier")
to finance the purchase of the said Property, the Vendor(s) shall allow the
said Property to be transferred to the Purchaser(s) and to create a charge in
favour of the Financier and shall for that purpose deliver to the Purchaser(s)
or the Purchaser(s)’ Solicitors the following:-
(i) the original issue document of title to
the said Property;
(ii) a valid and registrable memorandum of
transfer in favour of the Purchaser(s);
(iii) a valid and registrable discharge of
charge, if any;
(iv) a copy of the current quit rent receipt
assessment receipt and all other documents (in particular the documents as
stated in Clause 4.2 hereof), if any,
necessary to effect the registration of the transfer of the said Property;
(v) written confirmation that the difference
between the Purchase Price and the loan amount has been paid; and
(vi) such letter of undertaking duly executed by
the Vendor(s) in favour of the Financier in form and substance as may be
required by the Financier undertaking to refund the Financier the Loan released.
PROVIDED THAT :-
(a) the Purchaser(s) shall have paid to the
Vendor(s) the difference between the Purchase Price and the Loan;
(b) in the event that the Vendor(s) requires
the Balance Purchase Price or any part thereof to secure the discharge of the
Existing Charge, the Purchaser(s) shall at any time after the approval of the
Loan from the Financier pay to the Vendor(s)’ Solicitors or procure the
Financier to release the Loan or any part thereof to the Vendor(s)’ Solicitors
to enable them to secure a discharge of the Existing Charge; and
(c) in the event the Property is free from
encumbrances, the Financier and/or its solicitors shall have furnished the
Vendor(s) with an undertaking to release the Loan to the Vendor(s) or the
Vendor(s)’ Solicitors as stakeholders, within a reasonable time upon the
presentation of the transfer in favour of the Purchaser(s), the charge in
favour of the Financier and any other relevant documents for registration at
the relevant authorities.
6.2. It is hereby expressly agreed that the
obtaining of the Loan from a bank or other financial institution is not a
condition precedent of this Agreement. Failure to obtain the Loan shall not be
a ground for any delay by the Purchaser(s) in the payment or for any
non-payment of the Purchase Price or any part thereof on the Completion Date or
Extended Completion Date, as the case may be.
7. THE
EXISTING CHARGE
7.1. In the event prior to this Agreement the
Vendor(s) has charged the said Property to the Existing Chargee, the Vendor(s)
shall forward the Vendor(s)’ undertakings to refund the Loan and shall obtain
from the Existing Chargee the redemption statement and undertakings as may be
required by the Financier for the release of the Loan and forward the same to
the Purchaser(s)’ Solicitors or the Financier or its Solicitors, as the case
may be, within FOURTEEN (14) DAYS
from the date of receipt by the Vendor(s) or his Solicitors of the request for
the same, failing which the time delayed shall be deemed to be time extended in
favour of the Purchaser for payment of the Balance Purchase Price free of
interest.
7.2. If the Redemption Sum shall exceed the
Balance Purchase Price, the Vendor shall pay to Vendor’s Solicitors the
difference between the Redemption Sum and the Balance Purchase
Price so as to effect a full and proper redemption of the
Property within seven (7) days from the date of receipt of the Redemption
Statement by the Vendor’s Solicitors.
7.3. The Vendor(s) shall forward to the
Purchaser(s)’ Solicitors or the Financier's Solicitors, as the case may be, the
original issue document of title to the said Property, a valid and stamped
Discharge of Charge together with the duplicate charge thereof and the
necessary stamping/registration fees within FOURTEEN (14) DAYS from the date the Vendor(s) or his Solicitors
shall have received the redemption sum from the Purchaser(s) or the Financier,
failing which the time delayed shall be deemed to be time extended in favour of
the Purchaser for payment of the Balance Purchase Price free of interest.
7.4. Any delay on the part of the Vendor(s) in
respect of Clause 7.1 and/or 7.2 and/or
7.3 above shall correspondingly enlarge the time of the Completion Date by
the number of days so delayed.
7.5. Any penalty payable by reason of the said
delay shall be borne by the Vendor(s) including but without limitation to the
penalty or penalties on the late registration of the Memorandum of Transfer and
Memorandum of Charge and all other relevant documents pertaining thereto.
7.6. All costs charges fees and expenses in
relation to the discharge
of charge the Existing Charge shall be borne and paid by the Vendor(s).
7.7. For
avoidance of doubt, the Parties agree that the Balance Purchase Price shall be utilised for
the redemption of the Property Provided Always that: -
(a) the
Redemption Sum shall not exceed the Balance Purchase Price; and
(b) the
Purchaser shall have received the Redemption Statement.
8. TRANSFER
8.1. For the purpose of adjudication and
stamping and of enabling the Purchaser(s) to obtain the Loan from the
Financier, the Vendor(s) shall upon the execution of this Agreement also
execute and deliver adequate copies of the adjudication forms and a valid and
registrable transfer of the said Property (hereinafter referred to as “the said Transfer”) in favour of the
Purchaser(s) or his nominee(s) to the Purchaser(s)’ Solicitors PROVIDED ALWAYS that the Purchaser(s)
shall not present the same for registration unless in accordance with Clause 6.1 hereof or upon payment of the
Balance Purchase Price.
8.2. The Purchaser(s)’ Solicitors shall send the
said Transfer for adjudication by the relevant
government authority within THIRTY (30)
DAYS from the date of the Purchaser(s)s’ Solicitors receipt of the Consent
of Transfer from the relevant Land Office/Registry and the notice of assessment
of duty shall have been obtained at least TWENTY
ONE (21) DAYS PRIOR to the Completion Date. Any delay on the part of
the relevant government authority in adjudicating the said Property and thereby
resulting in the issuance of the notice of assessment of duty within TWENTY ONE (21) DAYS PRIOR to the
Completion Date shall correspondingly enlarge the time of the Completion Date
and the Purchaser(s) shall be entitled to the corresponding enlargement of the
Completion Date.
8.3. The Purchaser(s) undertakes to pay the
stamp fees on adjudication within the fixed time (subject to the right of
appeal on the adjudicated amount). In the event of default of the Purchaser(s)
in paying the stamp fees, the penalty, if any, shall be borne by the
Purchaser(s).
8.4. Subject to the payment of the Purchase
Price in the manner herein stipulated, the Vendor(s) shall do everything
necessary to transfer the said Property to the Purchaser(s)
or his nominee(s).
8.5. If after the Completion Date or Extended
Completion Date, as the case may be, the transfer cannot be registered in
favour of the Purchaser(s) or his nominee(s) free from encumbrances by reason
of any caveat, prohibitory order or other encumbrance, which has been
registered by the Vendor(s), it shall be the duty of the Vendor(s) to remove
forthwith at his own costs and expenses such caveat, prohibitory order or other
encumbrance in order to enable the Purchaser(s) or his nominee(s) to be
registered as proprietor free from encumbrances, failing which the Vendor(s)
shall at the request of the Purchaser(s) refund forthwith the Purchase Price together
with the ad valorem duty (if already paid) legal costs and other monies
properly and reasonably incurred by the Purchaser or his nominee whereupon this
Agreement shall be treated as terminated, without prejudice to the right of the
Purchaser(s) hereunder in the event that he takes steps to remove such caveat,
prohibitory order or other encumbrance, in such event the Vendor(s) shall
reimburse the costs and expenses reasonably incurred by the Purchaser(s).
8.6. Where, however, the Purchaser(s) does not
require the transfer of the said Property for the purpose of securing the
release of the Loan from the Financier, then notwithstanding the foregoing provisions
the Purchaser(s) shall not present the transfer for registration until and
unless the Balance Purchase Price has been fully paid.
9. DELIVERY
OF POSSESSION / VACANT POSSESSION
9.1. Where the said Property is to be sold with
vacant possession, subject to the full payment of the Purchase Price and all
interest accrued (if any), together with the apportionment of outgoings in
respect of the the property (if any), the Vendor(s) shall deliver vacant
possession of the said Property in a good and tenantable state (fair wear and
tear excepted) to the Purchaser(s) within SEVEN
(7) days from the date of receipt of the full payment of the Purchase Price
and all interest accrued (if any), together with the apportionment of outgoings
in respect of the the property (if any), failing which the Vendor(s) shall pay
to the Purchaser(s) an interest on the full Purchase Price at the rate of 8% per annum on a daily basis until
such time when the Vendor(s) shall have delivered vacant possession or
alternatively the Purchaser(s) shall be entitled to affirm this Agreement and
seek specific performance and/or damages.
9.2. The risk of the said Property shall
continue to rest with the Vendor(s) until the delivery of vacant possession
thereof.
9.3. Upon full payment of the Purchase Price and
all interest accrued (if any), together with the apportionment of outgoings in
respect of the the property (if any), the Purchaser(s) shall be let into
possession of the said Property and/or shall be entitled to receive the rents
and profits accruing therefrom as from the Completion Date or Extended
Completion Date, as the case may be, the rents and profits being apportioned
for this purpose on the Completion Date or Extended Completion Date, as the
case may be.
9.4. Where the said Property is to be sold
without vacant possession, the keys to the said Property are deemed to be
delivered to the Purchaser(s) upon full payment of the Purchase Price by virtue
of the Vendor(s) has given the said keys to the tenants or occupiers of the
said Property.
10. OUTGOING
10.1. The Vendor(s) shall before the Completion Date
or Extended Completion Date, as the case may be, settle any arrears of quit
rents assessments and other outgoing in respect of the Property and shall
indemnify the Purchaser(s) against payment of the same.
10.2. All quit rents assessments and other outgoing
for the current year shall be apportioned as between the Vendor(s) and the
Purchaser(s) as at the Completion Date or Extended Completion Date or date of
delivery of vacant possession (where the said Property is to be sold with
Vacant possession), as the case may be.
10.3. Upon payment of full purchase price, the
Vendor(s) shall where applicable produce the latest receipts for the settlement
of quit rents and assessments electricity water and other outgoing. If any or
all receipts are not produced, the Vendor(s) hereby expressly authorises the Purchaser(s)’
Solicitors to retain out of the Balance Purchase Price such sufficient sum
based on the last available bill as shall be necessary to discharge the
Vendor(s)’ apportionment of the quit rents assessments electricity water and
other outgoing in respect of the Property.
11. RPGT RETENTION
SUM (IF APPLICABLE)
11.1. The
parties hereto shall respectively notify the Director General of Inland Revenue
of this transaction under the prescribed forms within sixty (60) days from the
date of this Agreement or within such time as may be allowed by the Director
General of Inland Revenue.
11.2 The
Vendor(s) hereby warrant and undertake that he/she/they has/have fulfilled the
requirement of having exceeded five (5) years from the date the Proprietor
first purchased the said Property and as such, the Vendor(s) shall file the
CKHT 1A and CKHT 3 forms with the Director General of Inland Revenue and
thereafter forward a copy of the CKHT 3 to the Purchaser(s)’ Solicitors before
the expiry of sixty (60) days from the date of this Agreement. On the other
hand, the Purchaser(s) shall file CKHT 2A before the expiry of sixty (60) days
from the date of this Agreement.
11.3 (a) In the event the Vendor(s) has/have not
fulfilled the requirement of having exceeded five (5) years from the date of
the Proprietor first purchased the said Property, the Vendor(s) hereby warrant
and undertake to pay real property gains tax in respect of the sale of the said
Property within the said sixty (60) days from the date of this Agreement and
further undertake to pay such other amount as may be imposed by the Director
General of Inland Revenue from time to time.
(b) The Vendor(s)’ Solicitors are hereby
authorised by the parties hereto to retain the sum as stated in Section
12 of the Schedule hereto (“hereinafter referred to as “the RPGT
Retention Sum”) and pay the RPGT Retention Sum to the Director General of
Inland Revenue within sixty (60) days from the date of this Agreement. For
avoidance of doubt, both the Vendor(s) and the Purchaser(s) shall also file the
CKHT 1A and 2A forms respectively with the Director General of Inland
Revenue.
(c) In the event the RPGT Retention Sum is
insufficient, the Vendor(s) shall be liable to pay the shortfall immediately
upon receipt of the notification from the Director General of Inland Revenue.
The Vendor(s) further covenant and undertake to indemnify and keep the
Purchaser(s) fully indemnified against all claims, fines penalties tax
liabilities or demands whatsoever resulting from the Vendor(s)’ non-compliance
with any of the provisions of the Real Property Gains Tax Act,
1976 in respect of the said
Property.
12. VENDOR(S)’
WARRANTIES
The
Vendor(s) confirms and warrants that:-
12.1. The Vendor(s) is not an adjudged bankrupt or
no bankruptcy proceedings has been instituted against him/her;
12.2. The Vendor(s) has not charged, mortgaged,
assigned or encumbered in any manner whatsoever the said Property or any part
thereof or created or permitted to be created any lien over the said Property
or any part thereof other than those registered with the land office or
registry of companies;
12.3. The Vendor(s) has not entered into any
agreement with any person, firm or company to sell the said Property or any
part thereof or granted any lease, option, license, easement or any other right
whatsoever over or in respect of the said Property or any part thereof to any
person, firm or company other than those disclosed in this Agreement;
12.4. The Vendor(s) has punctually paid all quit
rents rates taxes and all other outgoing payable in respect of or in connection
with or arising out of the said Property and no event of default has occurred
that could or might result in the said Property or any part thereof being
forfeited to the relevant authority; and
12.5. The Vendor(s) has secured all requisite
approval(s) from the appropriate authority which includes governmental, semi or
quasi-governmental or statutory body for any alteration addition extension or
renovation to the said Property.
12.6 The Vendor hereby confirm that he/she/they
has/have settled all the maintenance charges in respect of Property due to the
Developer/Joint Management Body/Managemenet Coprporation/Resident Committee or
otherwise prior to execution of this Agreement and shall further undertake to settle
all outstanding pertaining thereto prior to the Completion Date or the Extended
Completion Date, as the case may be. The Vendor(s) further agree and endorse
the rights of the Purchaser(s)’ Solicitors to deduct any outstanding
maintenance charges from the Balance Purchase Price pursuant to Clause 10.3 hereinabove.
13.
PURCHASER(S)’ WARRANTIES
The Purchaser(s)
represents and warrants that the Purchaser(s) has the full power and authority
to execute deliver and perform the terms of this Agreement and has taken or
will before the Completion Date or Extended Completion Date, as the case may
be, take all necessary corporate and other actions to authorise the execution
delivery and performance of the terms of this Agreement.
14. DESCRIPTION
OF THE SAID PROPERTY
14.1. The said Property is believed to be and shall
be taken as correctly described in Section 4 of the Schedule hereto
(save for clerical or typing errors) and any inaccurate statement, error or
omission shall not entitle either party to claim against the other in respect
thereof nor annul the sale or entitle the Purchaser(s) to be discharged from
his purchase herein.
14.2. The said Property is sold subject to all
rights and other easements and to all road back lane and other improvement
schemes whatsoever affecting the same.
14.3. The Vendor(s) shall not be bound to show any
title to boundaries fences or walls nor to distinguish which part of any of the
said Property sold is held under different title or tenure further than he may
be able to do so from information in his possession and the Purchaser(s) shall
be deemed to purchase with full notice in all respects of the actual state and
condition of the said Property sold and shall take the said Property as it is.
14.4. The Purchaser(s) hereby expressly confirm that
he has inspected the said Property before the execution of this Agreement and
has or is deemed to have full notice of the actual state condition locality and
contour of the said Property.
14.5. The identity and area of the said Property
sold with that comprised in the document offered as the title thereto shall be
admitted by the Purchaser(s) SAVE THAT
where the said Property is a vacant land and the relevant authority shall
pursuant to the Weights and Measures Act
1972 or other legislation given notice to alter the area of the said
Property before the Completion Date or Extended Completion Date, the Purchase
Price shall be adjusted accordingly.
15. DEFAULT
BY THE PURCHASER(S)
In the
event the Purchaser(s) shall commit any breach of the terms and
conditions herein contained or fail refuse and/or neglect to pay the
Balance Purchase Price and all interest accrued (if any) in the manner and at
the time stipulated herein or if the Purchaser(s) shall become bankrupt or
enter into any composition or arrangement with his creditors or suffer any
execution or being a company enters into liquidation whether compulsory or
voluntary notwithstanding that the Vendor(s) has performed and completed his
obligation under this Agreement, the Vendor(s) shall be at liberty to forthwith
terminate this Agreement and to forfeit absolutely the sum stated in Section
8 of the Schedule hereto without any prior notice and refund to the
Purchaser(s) any other sum or sums paid without interest, PROVIDED THAT the Vendor(s) shall be entitled to claim from the
Purchaser(s) all interest accrued on the Balance Purchase Price during the Extended
Completion Date (if utilised), and the Vendor(s) shall be at liberty with or
without notice to the Purchaser(s) to resell the said Property and upon the
happening of this event the memorandum of transfer in respect of the said
Property shall be cancelled and treated as null and void and of no effect AND
the Purchaser(s) undertakes at his own cost and expense to withdraw any private
caveat lodged against the said Property within TEN (10) DAYS of such termination and thereafter the parties shall
have no claim whatsoever against each other.
16. DEFAULT
BY VENDOR(S)
In the event the
Vendor(s) shall fail refuse and/or neglect to complete this Agreement or to
transfer the said Property to the Purchaser(s) or his nominee(s) as required
herein notwithstanding that the Purchaser(s) has performed and completed his
obligation under this Agreement, including but not limited to, the payment of
the Purchase Price, the Purchaser(s) may elect either to require the Vendor(s)
to refund all monies paid free of interest and to pay to the Purchaser(s) a
further sum as stated in Section 13 of the Schedule hereto
being agreed liquidated damages whereupon this Agreement shall be treated as
null and void and of no further effect and neither party shall have any claim
whatsoever against the other or alternatively the Purchaser(s) shall be
entitled to affirm this Agreement and seek specific performance and/or damages.
17. ACQUISITION
The Vendor(s)
warrants that at the time of the execution of this Agreement he has not received
any notification of any acquisition or intended acquisition of the said
Property or any part thereof under the Land
Acquisition Act, 1960 or other legislation save that which is expressly
disclosed herein. In the event that before the Completion Date or Extended
Completion Date, as the case may be, the said Property or any part thereof
shall be acquired by the Government or any Public Authority:-
17.1. The Vendor(s) shall give notice of the same to
the Purchaser(s) within FOURTEEN (14)
DAYS of the receipt of such notification and the Purchaser(s) shall within FOURTEEN (14) DAYS of receipt of such
notification from the Vendor(s) elect either to terminate this Agreement or to
proceed with the purchase hereunder.
17.2. In the event of the Purchaser(s) electing to
terminate this Agreement, the Purchaser(s) shall notify the Vendor(s) in
writing within the said period of FOURTEEN
(14) DAYS stated in Clause 17.1
hereof, and upon the Vendor(s)’ receipt of such notification for termination
the Vendor(s) shall within FOURTEEN (14)
DAYS of such termination refund to the Purchaser(s) all monies paid to the
Vendor(s) pursuant to this Agreement free of interest and thereupon this
Agreement shall be null and void and neither party shall have any claim against
the other in respect thereof.
17.3. In the event of the Purchaser(s) electing to
proceed with the purchase of the said Property, the Purchaser(s) shall notify
the Vendor(s) in writing within the said period of FOURTEEN (14) DAYS stated in Clause
17.1 hereof and in such event the compensation payable by the relevant
authority in respect of such acquisition shall be paid to the Purchaser(s)
subject to the payment of the Balance Purchase Price by the Purchaser(s) to the
Vendor(s) in accordance to the terms and conditions of this Agreement.
17.4. The parties hereto hereby declare that in the
event of the Purchaser(s) giving notification to the Vendor(s) that the
Purchaser(s) elects to proceed with the purchase of the said Property in spite
of notification of any acquisition or intended acquisition under the Land Acquisition Act, 1960 or other
legislation as hereinbefore mentioned, such acquisition or intended acquisition shall not vitiate or
annul this Agreement or in any way release the Purchaser(s) from his obligations
under this Agreement, nor shall the Purchaser(s) be entitled to any reduction
of the Purchase Price which shall nevertheless be payable in full in accordance
with the provisions of this Agreement.
18. CIRCUMSTANCES
BEYOND CONTROL
Notwithstanding any
provisions herein contained to the contrary (if any) it is hereby agreed by the
parties hereto that the Vendor(s) and/or the Purchaser(s) shall not be liable
to the other for any failure on his part to fulfil any terms of this Agreement
if such fulfilment is delayed hindered or prevented by circumstances beyond the
control of the Vendor(s) and/or the Purchaser(s) including, but not limited to force majeure, acts of God, civil
commotion, acts of war, strike, lockout, riot, loss or damage by fire flood or
tempest, loss of relevant document by the relevant government authority or the
Financier or the Existing Chargee and other circumstances of whatever nature
beyond the control of the Vendor(s) and/or the Purchaser(s), then either party
may at his option withdraw from this Agreement in writing and immediately
refund all the sums paid in accordance of this Agreement and this Agreement
shall henceforth and for all purposes be deemed to be cancelled.
19. WAIVER OR
INDULGENCE
Delay in exercising
or omission to exercise any right power or remedy accruing to either party or
knowledge or acquiescence by the party concerned of any breach of any of the
conditions or covenants herein contained or any indulgence given by the party
concern shall not affect impair or prejudice any such right power or remedy or
to be construed to be a waiver of such conditions or covenants or any of them
and notwithstanding such knowledge or acquiescence or indulgence given the
party concerned shall be entitled to exercise his rights under this Agreement
and to require strict performance by the other of the terms and conditions
herein nor shall the party concerned be liable to the other in any manner
whatsoever for not enforcing any of his rights hereunder.
20. STAMP AND
REGISTRATION FEE
All stamp duty on
this Agreement and the stamp duty and registration fee in respect of the
transfer in favour of the Purchaser(s) or his nominee(s) and all Solicitors'
costs and expenses in respect of the purchase of the said Property shall be
paid by the Purchaser(s). The Vendor(s) shall pay his Solicitors' fees, all
costs and expenses incidental to the sale of the said Property and the
discharge of charge.
21. NOTICE
21.1. Any notice request or demand to be given under
this Agreement shall be in writing and shall be sufficiently served on the
Vendor(s) or Vendor(s)’ Solicitors if delivered or forwarded by hand or prepaid
registered post addressed to his/its address hereinafter mentioned or his/its
last known address and shall be sufficiently served on the Purchaser(s) or
Purchaser(s)’ Solicitors if delivered or forwarded by hand or prepaid
registered post addressed to his/its address hereinafter mentioned or his/its
last known address. Any notice sent by prepaid registered post as aforesaid shall be deemed to have
been duly served on the THIRD (3RD) DAY
following the date on which the notice was so posted.
21.2. Any change of address by either party shall be
communicated to the other in writing. Nothing done in reliance on Clause 21.1 hereof shall be affected or
prejudiced by any subsequent change in the address over which the other party
has no actual knowledge of at the time the act or thing was done or carried
out.
22. ENTIRE
AGREEMENT
This
Agreement sets out the entire agreement and understanding between the parties
hereto and supersedes and cancels in all respects all previous agreements and
undertakings, if any, between the parties hereto with respect to the subject
matter hereof. No variation of this Agreement of whatever nature shall be made
or purported to be made by any party or parties (nor shall any variation or
purported variation be valid or enforceable) unless the same is in writing and
duly agreed to and executed by all the parties concerned.
23.
SEVERABILITY
If any provision of
this Agreement for any reason shall be declared invalid, void, illegal or
otherwise unenforceable, the remaining provisions of this Agreement shall
remain in full force and effect. The parties shall amend that provision in such
reasonable manner as to achieve the intention of the parties without illegality
or where it is nor practicable to do so that provision shall be severed from
this Agreement.
24. COMPLIANCE
WITH LAW
The Vendor(s) and/or
the Purchaser(s) shall in all respects to observe and comply with any Act,
ordinance, enactment, order, rule, regulation, by-law in regard to the sale and
purchase of the said Property and shall at all times entitle either party to
indemnify and keep indemnified the other against all actions proceedings costs
expenses claims and demands in respect of any such act matter or thing done or
omitted to be done in contravention of any of the said provisions.
25. TIME
Time wherever herein
mentioned shall be of the essence of this Agreement and in particular to the
payment of all monies due from the
Purchaser(s) to the Vendor(s) under this Agreement.
26. SUCCESSORS
BOUND
This Agreement shall
be binding upon the heirs, personal representatives, successors in title
and permitted assigns of the Vendor(s) and Purchaser(s).
27. SCHEDULE
The
Schedule and Appendix (if any) hereto shall be taken read and construed as an
essential part of this Agreement.
28. SPECIAL
CONDITIONS
IT IS HEREBY EXPRESSLY AGREED BY
THE PARTIES HERETO THAT THE "SPECIAL CONDITIONS" AS
ANNEXED HERETO SHALL FORM PART OF THIS AGREEMENT and that should there be an inconsistent or
repugnant term or terms, the term
or terms contained and inserted in the 'SPECIAL
CONDITIONS" herein referred shall prevail over the
same contained in Clauses 1 to 27 aforesaid.
SPECIAL CONDITIONS
1.
The
sale and purchase herein shall be concluded on “as is where is basis”
and the Vendor(s) hereby undertake not to encumber the said Property in any
manner whatsoever that will hinder or impede the transfer of the said Property
to the Purchaser(s).
2.
The
Property is sold subject to the Tenancy Agreement/arrangement (if any).
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