Explanatory notes: #051121, joint vendors/sellers selling a property (strata title yet to be issued) to a buyer, the actual name of the document is called ‘Agreement to Assign’
DATED THIS DAY OF , [insert year]
BETWEEN
AND
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AGREEMENT TO ASSIGN
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[Ref: ]
AGREEMENT TO ASSIGN
THIS AGREEMENT TO ASSIGN is made the day of
Between:-
1. Parties
[insert names] (Old NRIC No. ) and [insert names] (Old NRIC No. ) both of [insert address] (hereinafter referred to as “the Vendor(s)”) of the one part And [Name] (Ne. ) (Old NRIC No. ), [Name] (New NRIC No. ) (Old NRIC No. ) and [Name] (New NRIC No. ) (Old NRIC No. ) all of [Address] (hereinafter referred to as “the Purchaser(s)”) of the other part.
2. Recitals
2.1 By an Sale and Purchase Agreement and Supplemental Agreement both dated the 6th day of December 1999 (hereinafter collectively referred to as “the Principal Agreement”) entered into between [Company Name] (Company No. ), a company incorporated in Malaysia with its registered office at Suite [Address of Company] (hereinafter referred to as “the Developer”) of the one part and the Vendor(s) of the other part, the Developer sold and the Vendor(s) purchased all that parcel of residential flat or other related accommodation known as Parcel5, Block No. C, Pangsapuri Ria measuring approximately 780 square feet (hereinafter referred to as “the said Parcel’”) erected or to be erected on part of all that piece of land known as Lot No. 3, Daerah Seberang Perai Utara, Bandar Butterworth, Penang held under Geran Pendaftaran No. 59589 (formerly known as Qualified Title No. H.S.(D) 1257) (hereinafter referred to as “the said Land”) upon the terms and conditions more fully set out in the Principal Agreement.
2.2 The Vendor(s) has to-date paid a sum of Ringgit Malaysia [Amount in words] [Insert Amount] only to the Developer and leaving a balance sum of Ringgit Malaysia [Amount in words] [Insert Amount] only due to the Developer and is to be paid by the Vendor(s) progressively in accordance with the Schedule of Payment under the Principal Agreement.
2.3 The Vendor(s) has assigned the said Parcel to [Company Name] (Company No. ) (hereinafter called “the Bank”) as security for a housing loan of Ringgit Malaysia [Insert Amount] only granted by the Bank.
2.4 The Vendor(s) has agreed to sell and the Purchaser(s) 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.
2.5 The Purchaser(s) have intimated to the Vendor(s) of their intention to obtain a housing loan from a bank or financial institution to finance their purchase of the said Parcel.
2.6 The Vendor(s) shall apply to the Developer for consent to the assignment of the said Parcel by the Vendor(s) to the Purchaser(s).
2.7 The Certificate of Fitness for Occupation of the said Parcel has not been issued by the relevant authorities as at the date hereof.
2.8 A separate strata title in respect of the said Parcel has not been issued by the appropriate authority.
2.9 The Purchaser(s) has appointed [Purchaser Solicitors Name] of [Address] (hereinafter referred to as “the Purchaser(s)’ Solicitors”).
3. Definitions
3.1 “Balance”: the sum of Ringgit Malaysia [Amount in words] [Insert Amount] only being the Price less the Deposit.
3.2 “Completion”: payment of the Balance on the Completion Date.
3.3 “Deposit”: the sum of Ringgit Malaysia [Insert Amount in words] [Insert Amount] only being Deposit and part payment of the Price.
3.4 “Final Balance”: the Balance less the Tax Retention, the Redemption Sum of the Remaining Payment (if any).
3.5 “Price”: the sum of Ringgit Malaysia [Insert Amount in words] [Insert Amount] only which consists of both the Deposit and the Balance.
3.6 “the Remaining Payment”: the sum of money being the balance purchase price of Ringgit Malaysia [Insert Amount in words] [Insert Amount] only after deducting the payment made by the Vendor(s) to the Developer, which is payable by the Vendor(s) to the Developer but not yet paid pursuant to the Principal Agreement as the progressive billing has not been effected or unbilled by the Developer on the Completion Date.
3.7 “Tax Retention”: Ringgit Malaysia [Insert Amount in words] [Insert Amount] only being the amount to be retained by the Purchaser(s)’ Solicitors as stakeholder under Section 21B of the Real Property Gains Tax Act, 1976.
4. Agreement To Sell
In consideration of the sum of the Deposit paid by the Purchaser(s) to the Vendor(s) as deposit and part payment towards the purchase price (the receipt whereof the Vendor(s) hereby acknowledges) the Vendor(s) hereby agree to sell the said Parcel to the Purchaser(s) or their nominee(s) free from all encumbrances with vacant possession and the due delivery of certificate of fitness and for occupation of the said Parcel to the Purchaser(s) in accordance with the Principal Agreement subject to the terms and conditions hereinafter contained.
5. Purchase Price
The Price of the said Parcel shall be Ringgit Malaysia [Insert Amount in words] [Insert Amount].
6. The Vendor(s)’ Obligation
6.1 Loan
The Vendor(s) shall:-
(a) upon the payment by Purchaser(s) of the Redemption Sum from the Bank stating the amount payable to the Bank for the Reassignment of the said Parcel in accordance with the provisions of this Agreement the Vendor(s) hereby authorised the Purchaser(s)’ Solicitors to utilise the Balance to secure a complete Reassignment of the said Parcel and procure the execution by the Bank of a valid and effective Reassignment in respect of the said Parcel.
(b) pay to the Bank all such other sum additional to the Redemption sum as may be necessary to obtain the execution of such Reassignment by the Bank in the event the Redemption Sum is insufficient for such purpose.
6.2 Delivery Of Vacant Possession
Upon the date of payment of Balance by the Purchaser(s), the Vendor(s) shall deliver vacant possession of the said Parcel to the Purchaser(s) and as from the date of such delivery, the Purchaser(s) shall be liable for all outgoings including assessment and quit rent in respect of the said Parcel such outgoings to be apportioned, if necessary.
6.3 Statutory Obligation
The Vendor(s) warrant that he has not done in or near the said Parcel prior to the this Agreement any act or thing by reason of which the Purchaser(s) may under any statute incur have imposed upon them or become liable to pay any penalty damages compensation costs charges or expenses.
6.4 Consent
The Vendor(s) shall within 14 days of this Agreement at its own cost and expenses make the necessary applications to the Developer for the written consent to the sale and purchase of the said Parcel. In the event that the consent for the assignment of the said Parcel by the Vendor(s) to the Purchaser(s) cannot be obtained within 3 months from the date of this Agreement, the Deposit paid under Clause 4 above shall be refunded by the Vendor(s) to the Purchaser(s) free of interest and on the happening of such event neither of the parties hereto shall have any further claims against the other under or in respect of this Agreement or otherwise whatsoever.
6.5 Restraint On Dealings
During the continuance of this Agreement, the Vendor(s) shall not sell assign dispose of 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.
7 Purchaser(s) Obligations
7.1 The Price
The Purchaser(s) shall:-
7.1.1 pay the Balance on or before the Completion Date as follows:-
(a) to the Vendor(s)’ Financier the Redemption Sum;
(b) to the Developer the Remaining Payment in accordance with the Principal Agreement if the Developer has demanded the Remaining Payment before the Completion Date, otherwise in the event that the Developer has not demanded the Remaining Payment before the Completion Date, the Purchaser(s) shall only pay the Remaining Payment after the Completion in accordance with the Principal Agreement;
(c) to the Vendor(s)’ Solicitors (if the Vendor(s) is represented), the Final Balance (if any) as stakeholder accordance with Clause 7.1.3.
7.1.2 In the event of the Purchaser(s) applying for a loan from a bank, a finance company or other licensed financial institution duly constituted under the Banking and Financial Institution Act, 1989 (hereinafter referred to as “the Lender”) toward the payment of the said Balance, for the purposes of compliance with the time allowed for completion under Clause 14, the actual receipt of the difference between the balance purchase price and the Loan amount by the Vendor(s) within the time allowed for completion under Clause14 and the delivery of a letter of undertaking from the Lender to pay the remaining balance of the Price to the Vendor(s) shall be taken as compliance.
7.1.3 The Vendor(s)’ Solicitors shall upon payment to them of the Balance of the Final Balance as the case may be in accordance with the provisions of Clause 7.1.1(c) hold the same as stakeholder until the duly executed Deed of Reassignment has been delivered to the Purchaser(s)’ Solicitors.
7.2 Outgoings
(a) The Vendor(s) warrant and represent that all rates, assessments, quit rent, duties, charges, impositions, maintenance charges and other outgoings charged, assessed or imposed upon the owner or occupier of the Property (herein referred to as “Outgoings”) have been paid up to date.
(b) The Purchaser(s) shall be liable to pay all and such increased in Outgoings from the Completion Date in respect of the Property. Such Outgoings shall be apportioned on the Completion Date.
7.3 The Remaining Payment
In the event the Developer issues progressive billing in accordance with the Principal Agreement before the Completion Date, such progressive billing toward the original purchase price of Ringgit Malaysia [Insert Amount in words] [Insert Amount] shall be paid by the Vendor(s) to the Developer.
8. Matters Affecting Property
8.1 The Property is sold:-
(a) free from all encumbrances;
(b) subject to the Vendor(s) obtaining written consent of the Developer;
(c) subject to the Vendor(s) paying the Administrative fees, if any that may be imposed by the Developer for sanctioning the sale and assignment of the said Parcel;
(d) subject to other stipulations contained in the Principal Agreement;
(e) subject to reassignment of the said Parcel by the Bank in respect of the term loan of Ringgit Malaysia [Insert amount in words] [Insert Amount] only granted to the Vendor(s);
(f) subject to the Vendor(s) shall pay all interest on late payment for progress payment; if any.
8.2 It is hereby agreed between the parties that any conditions imposed by the Developer in respect of the Principal Agreement of the said Parcel between the Vendor(s) and the Purchaser(s) herein shall be complied with by the Vendor(s) and all cost and expenses arising thereof shall be borne by the Vendor(s).
9. Vendor(s)’ And Purchaser(s)’ Returns
(a) The parties hereto shall complete the relevant forms under the Real Property Gains Tax Act, 1976 and submit the same to the Director General of Inland Revenue within 30 days of the date of this Agreement.
(b) The Purchaser(s)’ Solicitors shall retain the Tax Retention, if any as required under Section 21B(1) of the Real Property Gains Tax Act, 1976 and are hereby authorised to pay and/or deal with the directed by the Director General of Inland Revenue. Upon receipt of a Certificate of Clearance from the Director General of Inland Revenue and/or upon payment of any tax requisitioned, the Purchaser(s)’ Solicitors shall thereafter release such sums retained or the balance, if any, to the Vendor(s) PROVIDED ALWAYS that the Vendor(s) shall at all times keep the Purchaser(s) indemnified against all liabilities, taxes and fines in the event that the above retention sum shall be insufficient to meet the tax requisitioned.
10. Rights Of Rescission And Termination
10.1 At any time before the Completion the Purchaser(s) may by service 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 Property for residential usage;
(b) all or part of the Property is affected by an Acquisition Notice or a Declaration published in the Government Gazette on or before the execution of this Agreement:-
(i) which is likely to materially reduce the Price which a willing purchaser could reasonably be expected to pay for the Property in the open market on the Agreement Date;
provided that such notice to rescind shall not be effective in rescinding this Agreement if on the date of the service of such notice, the Acquisition Notice or Declaration relied upon by the Purchaser(s) have lapsed;
(c) a petition for bankruptcy has been taken against the Vendor(s); or a petition for bankruptcy is presented against or a receiving or abjudication order in bankruptcy is made in respect of the Vendor(s), or a proceeding is taken by the Financier to foreclose the Property;
(d) all or any of 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 or the Land Office or the Land Registry (as the case may be) reveal matters adverse to the Property; or
(e) the Vendor(s) commit a material breach of any of the provisions of this Agreement;
whereupon service of such notice this Agreement shall immediately determine, terminate or rescind.
11. Consequences Of Rescission And Termination
11.1In the event this Agreement is terminated:-
(a) pursuant to Clauses 10.1 (a), (b), (c), (d) and (e)the Purchaser(s):-
(i) shall be entitled at its liberty to rescind or terminate this Agreement and to a refund of the said Deposit paid pursuant to Clauses 4 and all other monies paid by the Purchaser(s) to the Vendor(s) under this Agreement; and
(ii) the Vendor(s) shall within 7 working days of such rescission or termination taking effect refund the Purchaser(s) the Deposit and all other monies paid by the Purchaser(s) to the Vendor(s) under this Agreement without interest;
(b) subject to Clauses 11.1.(a)(i) and 11.1.(b)(ii) 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.
12. Default By Purchaser(s)
If the Purchaser(s) fails to pay the Balance under Clause 14 at the Completion Date (time being of the essence of the contract in this respect) the Vendor(s) may at any time thereafter at their absolute discretion forthwith determine this Agreement and rescind the contract which shall be effective from the date of the Vendor(s) giving notice in writing in this behalf to the Purchaser(s) and to resell the said Parcel to other persons in such manner and on such terms as the Vendor(s) may think fit and on the happening of such event the Vendor(s) shall be entitled to forfeit the Deposit paid under Clause 4 above as liquidated damages and not by way of penalty and all other monies paid towards the Price shall be refunded to the Purchaser(s) free of interest and neither of the parties hereto shall have any further claim against the other parties hereto shall have any further claim against the other under or in respect of this Agreement or otherwise whatsoever (save the return of any document belonging to the Vendor(s)).
13. Indemnity And Specific Performance
(a) The Vendor(s) shall indemnify the Purchaser(s) of the breaches by the Vendor(s) of the terms and conditions under the Principal Agreement until Completion Date.
(b) Notwithstanding anything to the contrary, the Purchaser(s) shall be entitled to specific performance of this contract.
14. Completion
(a) Subject to Clauses 14 (b) and (c), Completion shall take place on or before the last day of the period of three (3) months from the date of receipt of the Developer’s Consent in respect of the sale of the said Parcel to the Purchaser(s) AND an extension for further period of one (1) month shall be granted by the Vendor(s) subject to the payment by the Purchaser(s) of interest on the amount of the Balance of the Price as yet unpaid by the Purchaser(s) at the rate of eight (8) per centum per annum (8.0%) to be calculated on a day to day basis or such other day as may be agreed between the parties.
(b) The Purchaser(s) may if it wishes, the Completion take place earlier, serve a notice on the Vendor(s) stating the date on which it wishes Completion to take place and upon the service of such notice, Completion shall take place on the date stated on such notice.
(c) In the event the date fixed or stipulated under Clauses 14(a) and (b) for Completion to take place is a holiday, then Completion shall take place on the next following working day.
15. Notices
Any notice or demand required to be given or made to either party hereunder shall be in writing and shall be sufficiently served if the same is sent by registered post addressed to such party at the address herein stated or at their last known addresses in West Malaysia and shall be deemed to have been received by such party on the day following the date when it was so posted.
16. Severance
If any provision of this Agreement is declared by any judicial or other competent authority to be void voidable illegal or otherwise unenforceable the remaining provisions of this Agreement shall remain in full force and effect.
17. Costs And Stamp Duties
The Purchaser(s) shall bear the Solicitors’ costs and charges of and incidental to the preparation and execution of this Agreement, the Assignment and the subsequent Transfer of the said Parcel. The Purchaser(s) shall pay all stamp duties on the Agreement to Assign, the Assignment and the subsequent Transfer including the registration fees, search fees thereon. The Purchaser(s) 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 the Transfer of the said Parcel. The Vendor(s) shall solely bear the fees and disbursements for the Deed of Reassignment and submission of Form CKHT 1.
18. Headings
The headings used in this Agreement are for convenience only and shall not affect the construction of this Agreement.
19. Non-representation
The Vendor(s) confirm that he/she/they is/are aware the Purchaser(s) Solicitors is acting on behalf of the Purchaser(s) only in the purchase of the said Parcel.
20. Miscellaneous
(a) Where the last day for doing any act or thing or taking any step would but for this provision be a Sunday or a Bank Holiday, such last day shall instead be the next following working day.
(b) Completion of the purchase shall take place on payment of the balance purchase price at the office of the Purchaser(s) Solicitors.
(c) This Agreement shall be binding on the respective heirs, personal representatives and assigns of the Vendor(s) and of the Purchaser(s).
(d) The headings used in this Agreement are for convenience only and shall not affect the construction of this Agreement.
(e) Time shall be of the essence in this Agreement.
(f) The said Parcel has been and is open to inspection and the Purchaser(s) shall be deemed to have had notice of all notices and requirements of Government and Local Authorities and all such notices and requirements shall be complied by at the expense of the Purchaser(s).
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IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year first above written.
SIGNED BY the Vendor(s) )
in the presence of :- )
) ……………………………………
……………………………………
SIGNED BY the Purchaser(s) )
in the presence of :- )
) ……………………………………
……………………………………
[Name]
……………………………………
[Name]
