This agreement is made this day of 2001
Between _______________________(_________) a company incorporated in Malaysia under the Companies Act 1965 with its registered office ______________________________ (hereinafter called “the Landowner”) of the one part and ___________________________ (__________) a company incorporated in Malaysia under the Companies Act 1965 with its registered office at ______________________ (hereinafter called “the Developer”) of the other part.
Whereas:
1. By a Joint Venture Agreement dated the _________________ (hereinafter called “the JVA”), the Landowner and the Developer entered into a joint venture agreement to develop lands known as Holding ____________________________ _________________ and all that piece of land comprised in _________________ _________________________ all together measuring approximately 7.016 acres (hereinafter called “the said Lands”).
2. By a Supplemental Agreement dated __________________ (hereinafter called “the Supplemental Agreement”) the Landowner and the Developer have identified and determined the ___ units of shoplots to which the Landowner is entitled to pursuant to the JVA (hereinafter called “the Landowner’s Units”).
3. The Developer hereby agrees to allow the Landowner to sell the Landowner’s Units to any party or parties that the Landowner shall deem fit upon the terms and conditions hereinafter appear.
This Agreement Witnesseth as follows:-
1. The Developer hereby agree to allow the Landowner to sell the Landowner’ Units en bloc or separately to any party or parties as the Landowner shall deem fit.
2. The Developer hereby agree to execute the Sale and Purchase Agreement and the Supplemental Agreement (hereinafter called “the said Agreements”) together with the Landowner and the relevant purchaser or purchasers of the Landowner’s Units (hereinafter called “the said Purchaser”).
3. Notwithstanding any provision to the contrary as stipulated in the said Agreements:-
(i) The Developer hereby unconditionally and irrevocably agree that the Purchase Price of the Landowner’s Units shall be paid to the Landowner absolutely instead of the Developer as stipulated in the said Agreements;
(ii) Upon request by the Landowner, the Developer shall issue the relevant letter of authority to the said Purchaser or its Financier in order for them to pay the Purchase Price of the Landowner’s Units directly to the Landowner provided always that such letter of authority shall be acceptable to the Developer; and
(iii) The Developer hereby unconditionally and irrevocably authorize the said Purchaser or its Financier to pay the Purchase Price of the Landowner’s Units to the Landowner absolutely; and.
4. The parties hereto agree that the JVA and the Supplemental Agreement shall remain binding on the parties hereto and that this agreement is supplemental and only intended to allow the Landowner to sell the Landowner’s Units and for the Purchase Price to be paid directly to the Landowner.
5. This Agreement shall be binding upon the respective successors-in-title of the parties hereto.
6. Words importing the masculine gender shall be deemed to include the feminine and neuter genders and words importing the singular number shall include the plural and vice versa.
7. The JVA, the Supplemental Agreement and the said Agreements shall hereinafter called “the Agreements”.
8. Where there is a conflict between the terms of the Agreements and this Agreement, the terms of this Agreement shall prevail.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year first above written.
Signed by )
)
for and on behalf of the )
Landowner in the presence )
of: ) …………………………………….
Signed by )
)
for and on behalf of the )
Developer in the presence )
of: )
……………………………………..
