DATED THIS DAY OF , 200…
BETWEEN
…………………
(Company No. ……)
AND
………………
(Company No. ………..)
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DEED OF INDEMNITY
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Prepared by:
THIS DEED OF INDEMNITY is made the day of ,200…
Between
…….., (Company No. ….), a company incorporated in Malaysia and having its registered office at …… (hereinafter called the “Company”);
And
……. (Company No. …….), a private limited company incorporated in Malaysia and having its registered office at ……….. (hereinafter called “Purchaser”);
WHEREAS:-
(A) Pursuant to a sale and purchase agreement dated ….entered into between the Company and …… (…), a company incorporated in Malaysia and having its registered office at … (hereinafter called “S”), the Company had agreed to sell and S had agreed to purchase all that land held under ………. (hereinafter referred to as “the Master Title”). The Company hereby expressly acknowledges that S has settled the full purchase price thereof and is the equitable and beneficial owner of the Land (hereinafter defined).
(B) Pursuant to a sale and purchase agreement dated …. (hereinafter called “the Agreement”) made between S of the one part and the Purchaser of the other part, S as equitable and beneficial owners agreed to sell and the Purchaser has agreed to purchase a portion of all those lands forming part of the Master Title and presently held under :-
………………………………..
(hereinafter collectively called the “Land”) for the purchase price of the sum of Ringgit Malaysia …….. (RM…….) hereinafter called the “Purchase Price”) upon and subject to the terms and conditions contained therein.
(C) Pursuant to the Agreement, the Company had granted to the Purchaser a power of attorney dated the ……. (hereinafter called “the Power of Attorney”).
(D) Pursuant to a supplemental agreement dated the same date as this Agreement (hereinafter called “the Supplemental Agreement”), the Company at the request of the Purchaser had agreed to grant to the Purchaser an additional power of attorney dated the same date as this Agreement for the purpose(s) as stated therein (hereinafter called “the Additional Power of Attorney) on the condition that the Purchaser executes in favour of the Company, the indemnity as is herein contained.
NOW THIS DEED WITNESSETH that in consideration of the Company agreeing at the request of the Purchaser to grant the Additional Power of Attorney to the Purchaser, the Purchaser hereby AGREES COVENANTS AND UNDERTAKES with the Company as follows :-
(1) That the Purchaser shall at all times hereafter fully indemnify and continue to keep indemnified and save harmless the Company against all claims, actions, suits, proceedings, liabilities, losses, damages, costs, expenses and demands which the Company may incur, suffer or sustain in any way whatsoever now or in the future as a result of the Company granting the Additional Power of Attorney to the Purchaser, including all legal and other costs charges and expenses of whatsoever kind which the Company may incur suffer sustain or be liable for in relation to or in connection with.
(2) That the undertaking made by the Purchaser hereunder shall be irrevocable and shall remain in full force and effect.
(3) That this Deed shall be binding upon the Purchaser’s successors-in-title and assigns and shall inure to the benefit of the Company and their successors-in-title.
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IN WITNESS WHEREOF the parties to this Deed have hereunto set their respective hands and seals hereto this …… day of …………………………… , 200…
The Common Seal of the Company )
was hereunto affixed in the )
presence of :- )
…………………………… ……………………………
Director Director / Secretary
The Common Seal of the Purchaser )
was hereunto affixed in the )
presence of :- )
)
…………………………… ……………………………
Director Director / Secretary
