SAMPLE TERMS AND CONDITIONS IN SALE AND PURCHASE AGREEMENT

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).