AGREEMENT TO ASSIGN
THE AGREEMENT TO ASSIGN is made the day of 20__ Between [Name] [Identity Number] of [Address] (hereinafter together referred to as “the Vendor”) of the one part And[Name] [Identity Number] of [Address] Ipoh. (hereinafter referred to as “the Purchaser”) of the other part.
WHEREAS:-
1. By a Sale and Purchase Agreement dated the 8th day of January, 1999 (hereinafter referred to as “the Principal Agreement”) entered into between [Name of Company], a company incorporated in Malaysia and having its place of business at [Address] (hereinafter referred to as “the Developer”) of the first part,[Name] [Identity Number] (hereinafter referred to as “the Original Purchaser”) of the second part , the Developer sold and the Original Purchaser purchased all that parcel of residential flat or other related accommodation known as Parcel unit 13-1, Villa Ria, Jalan Tanjung Bungah, 11200 Penang, measuring approximately 2,633 square feet (hereinafter referred to as “the said Parcel”) erected or to be erected on part of all that piece of land held under H.S.(D) HBM 10, (formerly known as Lot No.4126), Bandar Tanjung Bungah, North East District, Penang (hereinafter referred to as “the said Land”) upon the terms and conditions more fully set out in the Principal Agreement
2. The Vendor is the registered and beneficial owner of the said Parcel.
3. The Vendor has assigned the said Parcel to [Bank Name] (hereinafter referred to as “the said Bank”) as security for a loan granted to the Vendor.
4. The Vendor has paid the full purchase price of the said Parcel to the Developer.
5. The Vendor shall apply to the State Authority and the Developer for a written consent to assign the said Parcel to the Purchaser.
6. The Vendor has agreed to sell and the Purchaser has agreed to purchase the said Parcel and all the benefit, right, title and interest to the Principal Agreement upon the terms and conditions hereinafter appearing.
7. The Purchaser has intimated to the Vendor of his intention to obtain a housing loan from a bank or financial institution to finance his purchase of the said Parcel.
8. The Certificate of Fitness for Occupation of the said Parcel has been issued by the relevant authorities as at the date hereof.
9. A separate strata title in respect of the said Parcel has been issued by the appropriate authority. The strata title has not yet been registered in favour of the Vendors.
10. The Purchaser has appointed [Name of Solicitors], Advocates & Solicitors of [Address] (hereinafter referred to as “the Purchaser’s Solicitors”).
NOW IT IS HEREBY AGREED as follows:-
1. AGREEMENT TO SELL AND PURCHASE
In consideration of the sum Ringgit Malaysia [Amount in words] [Insert Amount] paid by the Purchaser to the Vendor by way of forfeitable deposit and part payment towards the purchase price (which sum the Vendor hereby acknowledge), the Vendor hereby agree to sell the said Parcel free from all encumbrances and subject to vacant possession at the agreed purchase price of Ringgit Malaysia [Amount in words] [Insert Amount] (hereinafter referred to as ” the Purchase Price”) subject to the terms and conditions hereinafter contained.
2. AGREEMENT CONDITION UPON CONSENT FROM THE DEVELOPER
The parties hereby agreed that this Agreement shall be conditional upon the State Authority and the Developer granting their consent to the sale and the assignment of the said Parcel by the Vendor to the Purchaser.
3. PAYMENT OF BALANCE PURCHASE PRICE
(a) The balance purchase price amounting to Ringgit Malaysia [Amount in words] [Insert Amount] (hereinafter referred to as “the Balance Purchase Price”) shall be paid by the Purchaser to the Vendor within three (3) months from the date of a written consent being obtained from the State Authority and the Developer, whichever is the later, consenting to the sale and subsequent assignment of the said Parcel to the Purchaser (hereinafter referred to as “the Completion Date”);
(b ) If the Vendor decides to appoint solicitors to act on their behalf, the completion of the sale shall take place at the Vendor’s Solicitors office on the Completion Date. If the Vendor has being advised that he may has his own legal representatives, decides not to appoint solicitors then the Purchaser’s Solicitors shall assist the Vendor in the dealing herein and the completion of the sale shall take place at the Purchaser’s Solicitors’ office.
(c) The Vendor’s Solicitors as stakeholders or the Vendor hereby irrevocably authorize the Purchaser’s Solicitors to utilize the Balance Purchase Price to pay the said Bank (hereinafter referred to as “the Redemption Sum”) in order to redeem the said Parcel and to secure a Deed of Receipt and Reassignment of the Parcel from the said Bank together with the original copies of all the documents or agreements referred to in the recital of this Agreement (hereinafter referred to as “the Discharge Documents”).
(d) In the event the Balance Purchase Price is insufficient to secure a complete reassignment from the said Bank, the Vendor hereby undertakes to pay the difference between the total Redemption Sum and the Balance Purchase Price so as to enable the said Parcel to be effectively redeemed.
(e) The Vendor shall ensure that the redemption statement for the said Parcel is forwarded to the Purchaser’s Solicitors or the Solicitors for the Purchaser’s Financiers, as the case may be, within seven (7) working days from the date of receipt by the said Bank of the request from the Purchaser’s Solicitors or the Solicitors for the Purchaser’s Financiers, as the case may be, within seven (7) working days from the date of receipt of the Redemption Sum by the Said Bank, failing which the time delayed shall be deemed to be time extended in favour of the Purchaser free of interest and the time for payment or extended period shall then be exceeded accordingly free of interest to compensate for the period of delay utilized thereto.
4. DEED OF ASSIGNMENT
Upon execution of this Agreement, the Vendor shall execute a valid Deed of Assignment transferring and assigning to the Purchaser and/or his nominee(s) or assignee(s) all their rights, interest, benefit, advantage, claim and demand whatsoever in respect of the said Parcel in favour of the Purchaser or his nominee(s) as he shall direct and the same shall be held by the Purchaser’s Solicitors as stakeholders. The Purchaser’s Solicitors shall forward the Deed of Assignment to the State Authority and the Developer for endorsement of consent of the said Deed of Assignment and thereafter for adjudication and stamping only after the Deed of Receipt and Reassignment has been executed and consented by the State Authority and the Developer.
5. CONSENT OF THE STATE AUTHORITY AND THE DEVELOPER
(a) The Vendor shall undertake, as soon as practicable, in any event not later than seven (7) working days from the date of this Agreement, at his own costs and expense to make the necessary application to the State Authority and the Developer to procure the written consent to assign to the Purchaser and shall fully inform the Purchaser’s Solicitors of the progress of the application for the consent including making available a copy of the said application.
(b) The Vendor paying the administration fees and other charges, if any, that may be imposed by the Developer for sanctioning the sale and assignment of the said Parcel to the Purchaser.
6. CONSENT PERIOD
In the event that the written consent pursuant to Clause 5 above for the assignment of the said Parcel by the Vendor to the Purchaser cannot be obtained within six (6) months from the date of this Agreement or within such extended period as shall be agreed upon the parties hereto the Purchaser shall be entitled by notice in writing to terminate this Agreement and upon termination hereof the Vendor shall refund on demand to the Purchaser the Deposit Sum mentioned in Clause 1 hereof free of interest and thereafter this Agreement shall terminate and be of no further effect and neither party hereto shall have any claim against the other.
7. DEFAULT BY PURCHASER
It is hereby agreed between the parties hereto that if the Vendor complies with the terms of this Agreement and the Purchaser shall fails to comply with Clause 3 hereof and make payment of interest payable to the Vendor hereunder (if any) and apportioned outgoings, the Vendor shall be entitled to forfeit the Deposit Sum mentioned in Clause 1 hereof absolutely and the Vendor shall caused to refund free of interest any other sums henceforth received by the Vendor from the Purchaser and whereupon this Agreement shall terminate and be of no further effect and neither parties hereto shall have any claim against the other and the Vendor shall be at liberty to re-sell the said Parcel either by public auction/private contract and in such manner as the Vendor shall think fit without the necessity or previously tendering/offering to make any sale to the Purchaser.
8. DEFAULT BY THE VENDOR
It is also further agreed between the parties hereto that if the Purchaser complies with Clause 3 hereof and make payment of interest payable to the Vendor hereunder (if any) and apportioned outgoings and the Vendor shall fail to comply with their obligations under this Agreement to complete the sale herein the Purchaser shall be entitled to specific performance and all other legal remedies available to them and all costs and expenses whatsoever including the Purchaser’s Solicitors fees incurred in respect of such action shall be borne and paid by the Vendor. In the alternative the Purchaser or his nominees(s) or assignee(s) shall be entitled at his option to require the Vendor to refund forthwith and make such refund free of interest of all of moneys paid by the Purchaser to the Vendor pursuant to this Agreement and thereafter this Agreement shall be treated as terminated and neither party shall have any claims against the other whatsoever and wherever.
9. VENDOR’S UNDERTAKING
In the event that the Purchaser is applying for a loan from any financial institutions or from the Government of Malaysia to assist in the purchase of the said the Parcel, the Vendor shall upon the request of the Purchaser’s Solicitors or the Solicitors for the Purchaser’s Financier execute a Letter of Undertaking in favour of such financial institution or the Government of Malaysia undertaking to refund the loan sum released towards the account of the Balance Purchase Price in the event that the Deed of Assignment in respect of the said Parcel in favour of the Purchaser cannot be perfected for any reason whatsoever.
10. ACQUISITION OF THE SAID PROPERTY
(a) The Vendor hereby declares and confirms that as the date this Agreement he has no knowledge and has not received any notice of any intended acquisition of the said Parcel or any part thereof by any appropriate Government or other Authority. This declaration confirmation shall also be considered as a basis of this Agreement.
(b) Notwithstanding anything herein contained, in the event of any intended acquisition being published in the Government Gazette on or before the Completion Date, then and upon the date of such publication the Vendor shall immediately notify the Purchaser of the Government’s intention and the Purchaser shall be entitled to elect EITHER:-
(i) to terminate this Agreement and upon such termination the Vendor shall forthwith refund to the Purchaser all monies paid by the Purchaser hereunder and upon such refund being made this Agreement shall thereafter become null and void and of no further effect and neither party hereto shall have any further claims, actions, proceedings against the other in respect of or arising out of this Agreement; OR
(ii) to continue with and complete this Agreement and in such an event the Purchaser shall not be entitled to any reduction of the Purchase Price , BUT any compensation due from the Government in respect of the acquisition of the said Parcel shall be payable to the Purchaser. In the event such compensation is paid to or received by the Vendors the said compensation shall be set off against the Purchase Price. In addition to the foregoing, the Vendor shall, in all matters concerning such acquisition, act solely upon the instructions and at the cost of the Purchaser and shall do all acts and things as may reasonably be required by the Purchaser for the purpose of obtaining the best compensation payable.
11. RELEASE OF THE BALANCE PURCHASE PRICE
The Vendor’s Solicitors as stakeholder is authorized to release to the Vendor the Balance Purchase Price or any balance thereof held by the Vendor’s Solicitors as stakeholder pursuant to Clause 3 and upon the receipt of the Balance Purchase Price from the Purchaser and/or the financial institution.
12. RIGHTS OF RESCISSION AND TERMINATION
Notwithstanding Clause 10 above, at any time before the Completion Date the Purchaser may by services of a notice on the other party, rescind this Agreement in the event:-
(a) a statutory provision prohibits, restricts or imposes adverse conditions upon the use of the said Parcel for the residential use; or
(b) a petition for bankruptcy has been taken against the Vendor; or a petition for bankruptcy is presented against or a receiving or adjudication order in bankruptcy is made in respect of the Vendor; or a proceeding is taken by the Financier to foreclose the said Parcel; or
(c) all or any if the searches and supplementary enquiries submitted to both the Majlis Perbandaran Pulau Pinang and the Land Office or Land Registry (as the case may be) or either the Majlis of the Land Office or the Land Registry (as the case may be) reveal matters adverse to the Property; or
(d) the Vendor commits a material breach of any of the provisions of this Agreement;
whereupon service of such notice this Agreement shall immediately determine, terminate or rescind.
13. CONSEQUENCES OF RESCISSION AND TERMINATION
(a) In the event this Agreement is terminated:-
(i) pursuant to Clause 12 above, the Purchaser shall be entitled at his liberty to rescind or terminate this Agreement and to a refund of [Amount in words] [Insert Amount] pursuant to Clause 1 above and all other monies paid by the Purchaser to the Vendor under this Agreement and the Vendor shall within seven (7) working days of such rescission or termination taking effect refund the Purchaser the sum of [Amount in words] [Insert Amount] and all other monies paid by the Purchaser to the Vendor under this Agreement without interest;
(b) subject to Clause 13(a)(i) above this Agreement is cancelled and shall be of no further effect, without prejudice to any rights or remedies which may have accrued to any of the parties against each other under this Agreement prior to such rescission.
14. DELIVERY OF POSSESSION
(a) Subject to Clause 3 hereof, vacant possession of the said Parcel shall be delivered by the Vendor to the Purchaser simultaneously upon the receipt by the Vendor of the Balance Purchase Price.
(b) Vacant possession of the said Parcel shall be delivered by the Vendor to the Purchaser by the surrender to the Purchaser of all keys (including duplicates) to the said Parcel.
(c ) In the event of vacant possession not being delivered within three (3) working days from the date of receipt of the Balance Purchase Price by the Vendor’s Solicitors, the Vendor shall pay to the Purchaser interest at the rate of ten (10%) per centum per annum on the Purchase Price to be calculated on a daily basis commencing from the fourth day onwards until the actual delivery of vacant possession to the Purchaser PROVIDED ALWAYS nothing herein contained shall prejudiced to other rights and remedies as may be available to the Purchaser at law or by equity.
15. VENDORS’ COVENANT
(a) The Vendor hereby expressly agree and confirm that as from the date of the Purchaser depositing the Balance Purchase Price to the Vendor hereunder (if any) and apportioned outgoings with the Purchaser’s Solicitors as stakeholder as aforesaid, the Vendor shall have no right, title, interest or anything whatsoever in and to the said Parcel or anything whatsoever in and to the said Parcel or any part thereof and the Vendor hereby expressly acknowledge that as from the date thereof the Purchaser is the person entitled to the legal and equitable title and interest in and to the said Parcel.
(b) The Vendor hereby covenant with the Purchaser that the Vendor has not in any way or manner whatsoever committed any breach or non-observance of any of the covenants, stipulations, terms and conditions of the said Principal Agreement and the Vendor shall at all times hereinafter save harmless and keep the Purchaser indemnified against all actions, proceedings, claims, demands, damages and expenses which may be brought or made or incurred by the Purchaser by reason or on account of any breach or non-observance of all or any of the covenants, stipulations under the said Principal Agreement or otherwise howsoever by reason or on account of this sale.
16. REAL PROPORTY GAINTS TAX
(a) The parties hereto hereby covenant and agree with each other that they shall within thirty (30) working days from the date of execution of this Agreement comply with Section 13 of the Real Property Gains Tax Act, 1976 by submitting the necessary return forms to the Director General of Inland Revenue (DGIR) and comply with all necessary directives that may be issued by the DGIR.
(b) The Purchaser’s Solicitors as stakeholder are hereby authorised to retain such amount of money for the payment of the tax payable by the Vendor upon the disposal of the said Parcel to the DGIR (if any) and the Vendor hereby expressly covenant to pay any tax in excess of the amount retained and to keep the Purchaser and/or the Purchaser’s Solicitors his estates, goods and effects fully indemnified against all claims in respect thereof.
17. APPORTIONMENT OF QUIT RENT, ASSESSMENT, ECT
As from Completion Date, the Purchaser shall be entitled to the rents and profits of the said Parcel. All quit rents, assessments, rates and other lawful outgoings (if any) payable in respect of the said Parcel shall be apportioned between the parties hereto as at the date of delivery of vacant possession of the said Parcel to the Purchaser and the amount due by virtue of such apportionment shall on the same date be paid to the party entitled to the same Provided Always that the Vendor shall indemnify the Purchaser in respect of any loss or penalty imposed by reason of any late or non-payment of such outgoings for any period prior to the date of delivery of possession.
18. NOTICE
Any notice or request with reference to these presents shall be in writing and shall be deemed to have been sufficiently served or given for all purposes herein on the respective parties hereto if left by hand or sent by telex, telegram or prepaid registered post to the party to whom it is addressed at their respective addresses above stated or to such address as one party may notify to the other in writing or to their respective solicitors or agents duly authorised and shall in case of a notice or request sent by telex, telegram or prepaid registered post be deemed to have been served when it ought in the ordinary course of transmission or post to have been received.
19. COST AND EXPENSES
(a) The cost of and incidental to this Agreement and the Deed of Assignment including the stamp fees and registration fees shall be borne and paid by the Purchaser. The Purchaser further agrees to pay as and when required any additional or excess stamp duty and/or penalty that may be imposed by the Collector of Stamp Duties or such other competent authority or authorities in respect of this Agreement and/or the Transfer of the said Parcel.
(b) Each party hereto shall bear their own solicitors’ cost (if any) for this Agreement, the Deed of Assignment and the filing of the CKHT1 and CKHT 2 forms with the DGIR in respect of the disposition and acquisition of the said Parcel herein.
(c) The cost of and incidental to Deed of Receipt and Reassignment and the cost of and incidental to the securing of the consent from Developer shall be borne by the Vendor.
(d) Upon the Completion Date, the Purchaser shall refund the Vendor the sinking fund and maintenance deposit in relation to the said Parcel paid by the Vendor to the Developer upon receipt of the original copies of the same.
20. TIME OF ESSENCE
Time whenever mentioned shall be of essence of this Agreement.
21. MISCELLANEOUS CONDITIONS
(a) The said Parcel has been and is open to inspection and the Purchaser shall be held to have had notice of all notices by and requirement of Government and Local Authorities and all such notices and requirements shall be complied with by the Purchaser at his own expense and the said Property is likewise sold subject to any road widening, drainage, improvement or other schemes whatsoever affecting the said Parcel and the Purchaser shall be deemed to have full knowledge of the nature and effect thereof and shall make no objection or requisition in respect thereof.
(b) During the continuance of this Agreement, the Vendor shall not sell, assign, dispose off or otherwise deal with the said Parcel or create any charge, encumbrance, letting or lease over the said Parcel or otherwise part with the possession of the said Parcel.
(c) The description of the said Parcel is believed and deemed to be correct and no error, omission or misstatement shall invalidate the sale or be made the subject of any claim for compensation by either party.
(d) The parties hereto hereby agree that notwithstanding the provisions of Clause 3 above, in the event there is any delay on the part of the relevant authority in issuing the form PDS-14, then the Completion Date shall be that as stated in Clause 3 above or fourteen (14) working days after the receipt of the form PDS-14 by the Purchaser’s Solicitors, whichever is later.
22. SUCCESSORS BOUND
This Agreement shall be binding upon the heirs, executors, administrators, legal representatives, nominees and assigns of the parties hereto.
23. DEFINITION
In this Agreement unless there is something in the subject or context inconsistent with such construction or unless it is otherwise expressly provided:-
(a) the expression “the Vendor” and “the Purchaser” shall include the respective successors, personal representatives and assigns of the Vendor and the Purchaser and where two or more persons are included in any of the aforesaid expression this Agreement binds such persons jointly and severally;
(b) words importing the masculine gender only include the feminine and neuter gender;
(c) words importing the singular number only include the plural and vice versa; and
(d) words applicable to human beings include any body of persons, corporate or unincorporated.
IN WITHNESS WHEREOF the parties hereto have hereunto set their hands the day and year first above written.
SIGNED BY the Vendor )
In the presence of:- ) ………………………………………………
[Name of Vendor]
SIGNED BY the Purchaser )
In the presence of:- ) ……………………………………………………
\ [Name of Purchaser]
