JOINT VENTURE AGREEMENT
AN AGREEMENT made the day of … BETWEEN …….. (Company No: )., a company incorporated in Malaysia and having its place of business at …… (hereinafter called “the Landowner”) of the first part
AND
a Company incorporated in Malaysia and having its place of business at
(hereinafter called “the Developer”) of the second part.
WHEREAS:-
1. The Landowner is the beneficial and registered owner of all that piece of land held under …….. both in the ……. measuring approximately ………. (hereinafter collectively called “the Land” and individually called ……
2. The Landowner has successfully at its own cost and expense converted the Land use for Lot No. … from agriculture to residential but Lot No……s land use has not been converted as yet.
3. The Land has been charged to ……… (hereinafter called “the Chargee”) as security for a loan to the Landowner in which an amount remains outstanding (hereinafter called “the Redemption Sum”).4.Part of the Land namely …… has been subject to acquisition under the Land Acquisition Act 1960 and the total area acquired measured ….
5. The Landowner and the Developer are desirous of entering into a Joint Venture to develop the Land into a residential/commercial development (hereinafter called “the Project”) and dispose the same thereafter upon the terms and conditions hereinafter contained.
6. For the purposes of the Project, the parties hereto agree that the Developer shall have the control and management of the Project and shall carry out and complete each and every phase of the Project upon the terms and conditions hereinafter contained.
NOW IT IS HEREBY AGREED AS FOLLOWS:-
I. SCOPE OF THE JOINT VENTURE
The objects of the Joint Venture are:-
(a) the carrying out and completion of the Project in phases;
(b) the sale and disposal of the Project Unit(s) (hereafter defined) constructed in the Project after the completion of the Project;
(c) the doing of such acts, matters and things as may be consistent with, necessary for or incidental to the attainment of any of the foregoing objects;
(d) the Joint Venture is limited to the objects set out in this clause and neither party may hold out that the Joint Venture is a partnership or extends to any other business; and
(e) the recognition that the Developer is undertaking the development of the Land with a view to maximise its potential for profits.
2. CONDITIONAL AGREEMENT
2.1 This Agreement is conditional upon :-
a) the Land being redeemed from the Chargee by the Developer on the terms as set out hereinafter;
b) the procurement of all the necessary approvals and the requisite consents as may be appropriate from the relevant authorities in respect of Lot No…. and Lot No. …and the Project within the period(s) provided in this Agreement;
c) the approvals of the directors and shareholders of the Landowner and the Developer in accordance to their respective Memorandum and Articles of Association and any applicable provision under the Companies Act 1965.
2.2 In the event that a condition is imposed in respect of any of the approvals referred to in sub-clause 2.1 (b) hereof which has an adverse and material effect on the viability of the Project to any one of the Parties hereto (“the Affected Party”), the Affected Party shall notify the other party and shall have the option, to be exercised within fourteen (14) days from the date on which the condition is made known to the Affected Party (the “Option Period”), to accept such condition, whereupon such approval shall for the purpose hereof be deemed to have been obtained or shall be deemed to have been obtained upon fulfilment of such condition, if it is a condition precedent. If such option is not exercised within the Option Period such approval in respect of which the condition is imposed shall be deemed not to have been obtained for the purpose hereof.
2.3 The satisfaction of the conditions in Clause 2.1 shall be carried out in the following order:-
(i) Firstly Clause 2.1 (c);
(ii) Secondly Clause 2.1 (a); and
(iii) Lastly Clause 2.1 (b).
The satisfaction of the conditions in Clause 2.1(b) shall comprise two (2) parts which are more specifically defined hereafter namely:-
(a) The First Effective Date for Lot No. ….; and
(b) The Second Effective Date for Lot No. ….,
whereupon this Agreement shall become unconditional.
3. REDEMPTION OF THE LAND
3.1 The Land shall be redeemed within six (6) months from the date of this Agreement (“the Redemption Period”) by the Developer.
3.2 The Redemption Period shall only begin to run from the date the Developer or the Developer’s Solicitors, Messrs …….. (hereinafter called “the Developer’s Solicitors”) receive the redemption statement from ….. either from the Landowner or the Landowner’s Solicitors Messrs ………. (hereinafter called “the Landowner’s Solicitors”).
3.3 (a) The Landowner covenants and undertakes to the Developer that it shall as soon as practicable and within a reasonable period obtain and deliver the redemption statement in Clause 3.2 above to the Developer or the Developer’s Solicitors. The redemption statement shall be valid for the whole duration of the Redemption Period.
(b) The Landowner warrants that the Redemption Sum shall not exceed Ringgit Malaysia ………..RM……………..
3.4 It is expressly agreed that any interest that accrues on the Redemption Sum within the Redemption Period (“the Interest on Redemption”) shall be borne by the Developer. The Interest on Redemption shall not form part of and be accounted in the Landowner’s entitlement in Clause 7.2 which is provided herein.
3.5 In the event the Developer is unable to redeem the Land within the Redemption Period, the Landowner shall be entitled to give one (1) month’s notice to forfeit the sum of Ringgit Malaysia …….. (RM………) only (hereafter defined as the Initial Deposit) that is paid upon the execution of this Agreement. Upon the expiry of the said notice, the Landowner shall then be entitled to forfeit the Initial Deposit and this Agreement shall thereafter be automatically terminated and neither party shall have any further rights and obligations.
3.6 Upon the redemption of the Land by the Developer as provided herein, the following documents shall be deposited with the Developer’s Solicitors as stakeholders for the purposes of the Project:-
(i) the executed Memorandum of Discharge of Charge by the Chargee; and
(ii) the original copy of the Issue Document of Title to the Land (“the Land Title”), the Duplicate Charge and all other documents pertaining to the Land that were deposited with the Chargee.
4. APPLICATION FOR THE APPROVALS AND REQUISITE CONSENTS IN RESPECT OF THE LAND
4.1 The Developer shall at its own cost and expense apply for all necessary approvals and consents in respect of the Land to satisfy Clause 2.1(b) to enable the execution of the Project in phases to commence within the periods hereinbelow:-
(i)Lot
Application for Approvals – within one (1) year from the date of this Agreement;
Procurement of Approvals – within two (2) years from the date of this Agreement (“the First Effective Date”);
Commencement of construction – within six (6) months from the First Effective Date.
Construction Period for each phase in the development – within three (3) years from the commencement of construction of each phase.
(ii) Lot No. ….
Application for approvals which includes the conversion of land use from agriculture to residential/commercial – within one (1) year from the date of this Agreement.
Procurement of Approvals – within two (2) years with an automatic extension of one (1) year (“the Second Effective Date”). Commencement of Construction – within six (6) months from the second Effective Date.
Construction period for each phase in the development – within three (3) years from the commencement of construction for each phase.
4.2 If the Developer fails to submit the applications for the approvals within the one (1) year period as provided in Clause 4.1 above, the Landowner shall be entitled to forfeit the Initial Deposit only as liquidated damages whereupon this Agreement shall be automatically terminated and neither party shall have any further rights and obligations in respect of the same. Upon the termination of this Agreement pursuant to this Clause, the Landowner shall refund the Redemption Sum (including the interest on redemption) to the Developer within fourteen (14) days from the Developer’s written demand failing which the Developer shall be deemed to hold a lien over the Land Title and the Redemption Sum shall be deemed to be a debt due by the Landowner.
5. DEVELOPER’S COVENANT
5.1 In carrying out and executing the Project as aforesaid the Developer hereby covenants with the Landowner to:-
(a) employ a competent architect or architects (hereinafter called “the Architects”) to plan and prepare a suitable layout for the Project with all the appropriate facilities amenities and services and in particular to prepare a layout plan for the amalgamation and sub-division of the Land into separate residential/commercial lots in accordance with the plan and concept for the Project. The parties hereto acknowledge and recognise that the proposed layout plan is subject to change(s) that may arise from submission to the relevant authorities for approval and may affect the Landowner’s entitlement in Clause 7;
(b) submit the proper application or applications to the Proper Authorities for the change of category of land use of Lot No. 978 from agriculture to residential/commercial under the provisions of the National Land Code 1965 and the sub-division of the said Lands into separate lots in accordance with the Layout Plan as prepared by the Architects aforesaid under the provisions of the National Land Code 1965 and at the discretion of the Developer but in consultation with the Landowner and submit an application or applications to the Proper Authorities for the surrender and re-alienation of the Land under the provisions of the National Land Code 1965 in accordance with the Layout Plan prepared by the Architects.
(c) make the necessary application to the Proper Authorities for the issue of separate Qualified Titles or Final Titles as shall be deemed appropriate to the sub-divided residential/commercial lots after the necessary approvals aforesaid in sub-clause 5.1(b) herein have been obtained;
(d) instruct the Architects to prepare the relevant building plans with such amendments as may be deemed necessary by authorities or the Developer as the case may be for the Project and the construction of the said Buildings thereon as aforesaid and to submit such building plans to the Proper Authorities for approval expeditiously;
(e) commence the Project and the construction of the buildings in the particular phase of development thereon at its own expense within the period of six (6) months from the First Effective Date and Second Effective Date as the case may be;
(f) undertake to complete the Project and the construction of the Project Unit(s) in each phase concerned as hereinbefore stated within a period of three (3) years from the First Effective Date or Second Effective Date as aforesaid in sub-clause 5.1(e) providing always that if in the opinion of the Architects completion of the Project aforesaid is delayed by reason of bad weather, civil commotion, strikes, lock-outs, acts of King’s enemies, fire, floods or other accident to the construction works, force majeure or other cause(s) beyond the Developer’s control, the Architects shall make a fair and reasonable extension of time or times which shall be agreed and consented to by the Landowner for completion of the Project as aforesaid provided that the maximum period of extension to be granted by the Architects shall be two (2) years;
(g) develop and construct on that part or parts of the Land the Buildings in phases as the Developer shall deem appropriate;
(h) ensure that the construction of the Project Unit(s) shall be subject to a Defects Liability Period of twelve (12) months from the date of completion thereof;
(i) take out adequate insurance coverage for the Project;
(j) conform with the provisions of all relevant Enactments, Ordinances, or Acts and with any Regulations or Bye-Laws for the time being in force and affecting the Project and the construction of the buildings thereon in carrying out development and building operations on the Land as aforesaid and give all necessary notices to and obtain all requisite sanctions of the local or other authorities in respect of the construction of the buildings and generally comply with the Building and other Regulations of such Authorities and keep the Landowner indemnified against all fines penalties and loss incurred by reason of any breach of any such Enactment, Ordinance, Act, Regulations and By-Laws which is attributed or due to the acts solely within the Developer’s control;
(k) at its own expense construct and build or cause to be constructed and built in accordance with the standards and requirements of the Local Authority concerned or other public authorities all roads, driveways, water drains, culverts, water main and septic tanks or sewerage mains or sewerage plants and shall on completion do everything within its power to have the same taken over and maintained by the relevant authority and shall until such time, maintain the same at its own expense provided that as from the date of the delivery of the Landowner’s Units to the Landowner until the time of the taking over by the relevant authority as aforesaid, the Landowner shall repay to the Developer a proportionate share in the cost of the maintenance of the same all driveways and services aforesaid, such apportionment to be determined by the Architects;
(l)apply for the connection to the Project Unit(s) such water, sewerage and electrical services as are provided by the Local Authorities upon the completion of the construction of the Project Unit(s);
(m) apply for and obtain the relevant Certificate of Fitness for Occupation in respect of each of the Project Unit(s) upon the completion of the same;
(n) pay all fees and expenses to the Proper Authorities for the abovementioned applications and in respect of all the works abovestated;
(o) shall from time to time and upon request provide and submit to the Landowner details of the Project and the construction of the Project Unit(s) indicating the types of units and the fair values of the same for the Landowner’s information and reference only.
6. LANDOWNER’S COVENANTS
6.1 In consideration of the Developer carrying out and observing the covenants on the part of the Developer to be carried out and observed as aforesaid in Clause 5 and upon this Agreement becoming unconditional the Landowner hereby covenant and undertake with the Developer that the Landowner shall:-
(a) allow the Developer to surrender the Land Title to enable it to make the necessary application for the approvals referred to in Clause 4 and to the proper Authorities upon the approval of the application for the change in the category of land use for Lot No…. and the sub-division of the Land into building lots or for the surrender and re-alienation of the same as aforesaid for the exchange of separate individual documents of title for each Project Unit(s);
(b) deal with the Land Title to the Land or the separate individual sub-divided titles as aforesaid in such manner as are set out herein;
(c) render all assistance to the Developer including surrending the Land Title to enable the Developer to submit and obtain approval to all the applications including the change of category land use for Lot No. 978 and the sub-division of the Land or the surrender and re-alienation of the same and for the development of the Land and the construction of the Project Unit(s) thereon as aforesaid and in particular to sign and execute all applications, plans, drawings and other documents incidental therero within a period of seven (7) days whenever called upon to do so;
(d) deliver vacant possession of the Land to the Developer within ( ) months from the date of this Agreement;
(e) agree to the execution of a charge over the Land after the execution of this Agreement in favour of a Bank or Financial Institution as security for a loan up to a limit that is reasonable and necessary to ensure that the Project is carried out successfully (hereinafter called “the Loan”) to be obtained by the Developer and upon the request of the Developer provided always that the Loan shall be restricted to the working capital requirement of the Project or otherwise for any other purpose directly in connection with the Project;
(f) render all assistance and co-operation and execute all documents that are necessary to facilitate the release of the Loan;
(g) consent to the sale or sub-sale (wherever necessary) by the Developer of any and all of the sub-divided Project Unit(s) to be allotted to the Developer in the manner aforesaid (hereinafter called “the Developer’s Lots “) with any of the building erected thereon upon such term or conditions and for such consideration as the Developer shall deem reasonable taking into consideration the current market condition and to execute and join in the execution of such agreement or agreements, transfer or transfers in relation thereto whenever called upon by the Developer to do so providing always that the costs thereof shall be borne and paid by the Developer or the purchaser or purchasers of the sub-divided building lots except for the Landowner’s Units as hereinafter defined;
(h) that it will at any time if and when required so to do forthwith execute, do sign and deliver all documents, undertakings, agreements, plans applications, acts and things which may be deemed requisite or expedient by the Developer for purposes of obtaining such approvals, permissions, consents, waivers and licences from the relevant authorities as may be required:-
(i) for the execution and completion of the Project, the sale of the Project Unit(s);
(ii) for the sale and transfer to the purchasers of the Project Unit(s);
(iii) for the creation of any charges (whether legal or equitable) or other encumbrances or security interest whasoever over, in and to the Land by the persons to and with whom the Developer may sell, lease, transfer, surrender or otherwise deal with same for the purposes mentioned herein.
(i) that it will promptly when required by the Developer so to do, execute:-
(i) the Sale and Purchase Agreements for the Project Unit(s);
(ii) the Memorandum of Transfer of the Project Unit(s) sold by the Developer to the purchasers; and
(iii) deed of assignment to the End-Financiers of the purchasers’ rights, title and interest in the Sale and Purchase Agreements and the Project Unit(s) comprised therein to secure the repayment by the purchasers to the End Financiers.
(j) that it will not:-
(i) without the Developer’s prior written consent create or permit to be created any charge, (whether legal or equitable) or other encumbrance or security interest whatsoever over, in and to the Land or it’s rights, title and interest in and to the Land or sell, transfer or otherwise deal with the Land and/or the aforesaid rights, title and interest; and/or
(ii) unless the Developer’s prior written consent shall have been obtained, carry on any business whatsoever other than its participation pursuant hereto in the development of the Land;
(iii) sell, transfer or otherwise dispose of the Landowner’s Units for any price less than the selling price determined by the Developer.
(k) that it will ensure that no person claiming to have any estate, right or interest in, over or in relation to the Land shall exercise or make any claim in such manner as shall hinder or prevent the due and continuous progress of the Project carried out by the Developer and authorised hereunder and that it will, in the event that any such persons shall establish any such estate, right or interest, promptly exercise all statutory and other powers available to acquire, defeat or clear off the estate, right or interest so established
(l) that it will not interfere in any manner whatsoever with the execution of the Project, the sale of the Project Unit(s) and will inform the Developer immediately in writing of any notice, notification or other document or matter served on it concerning or, relating to the Land and furnish to the Developer a copy of such notice, notification or other documents.
(m) for the purpose of giving effect to the Landowner’s obligation and covenant under Clauses 2.1(b), 4 and sub-clauses 6.1(a) to (j) inclusive of this clause as aforesaid the Landowner appoint an officer of the Developer to be the Attorney for and on behalf of the Landowner in the name of the Landowner or otherwise for and on behalf of the Landowner to execute on its behalf any applications, plans, drawings and other documents necessary or relevant to the applications for the change of the category of land use, sub-division and issue of separate individual titles in respect of the Land and for the development and financing of the Land and the construction of the building thereon and the sale or sales of the sub-divided building lots with or without any of the building erected thereon and the Landowner declare that any application, plan, drawing and other document and sale agreements and transfers executed by virtue of the provisions hereof on its behalf by the Attorneys shall be as good valid and effectual to all intents and purposes whatsoever as if the same had been executed by itself in its own proper person and the Landowner hereby undertake to ratify and confirm any application, plan, drawing and other document and sale agreements and transfers lawfully executed by virtue of the power and authority hereby conferred. And the Landowner hereby agree confirm and declare that this power of attorney being given for valuable consideration is and shall be irrevocable and undertake not to do or permit or suffer to be done any act whereby the same may be revoked.
7. CONSIDERATION
7.1 The Landowner and the Developer hereby mutually covenant with one another that the consideration herein set out in this clause shall be paid by one to the other as herein stated.
7.2 The Landowner shall be entitled to the following:-
(a) the Initial Deposit in the sum of Ringgit Malaysia … (RM…) upon the execution of this Agreement (which includes the Earnest Deposit of Ringgit Malaysia … (RM…) that has been paid by the Developer to the Landowner prior to the execution of this Agreement) which shall form part of the Landowner’s entitlement under this Agreement;
(b) the Initial Deposit shall be refunded to the Developer within fourteen (14) days upon written demand in the manner following:-
(i) in the event of this Agreement remaining Conditional for a period exceeding the First Effective Date or the Second Effective Date whichever is the later;
(ii) in the event of this Agreement being mutually terminated for any reason whatsoever;
whereupon the Landowner shall also refund the Redemption Sum together with the Interest on Redemption (if the Land has been redeemed) in full to the Developer within fourteen (14) days from the Developer’s written demand.
(c) either one (1) only of the following options which shall be exercised and notified in writing to the Developer within one (1) month from the First Effective Date failing which the Developer shall be entitled at its absolute discretion to select the option for the Landowner:-
(i) eighteen percentum (18%) from the range of units comprised in the Project (the First Option); or
(ii) eighteen percentum (18%) of the actual sales value in the Project (the Second Option); or
(iii) a cash payment of Ringgit Malaysia ….. (RM……….) only (the Third Option).
For the avoidance of doubt, it is hereby expressly acknowledged and agreed by the parties hereto that the foregoing options in (i), (ii) and (iii) above shall include the Redemption Sum and the Initial Deposit which has been paid by the Developer. Any option that is selected herein shall therefore take account of the Redemption Sum and the Initial Deposit with the necessary adjustments.
(d) the Landowner’s entitlement in this Clause shall; depending on the option selected in (c) above, be allocated or paid by the Developer in the following manner:-
(i) The First Option
Upon launching of sales of the units comprised of either apartments, condominiums, shop apartments and/or buildings in each phase of the Project (the Project Unit(s)), the Landowner shall identify eighteen percentum (18%) only of the Project Units to be allocated with the Developer’s consent (the Landowner’s Units). The Landowner’s Units shall then be allocated and delivered to the Landowner upon completion of the same. In the event the allocation of the Landowner’s Units amounts to a fraction of a Project Unit(s), the Developer shall pay the Landowner eighteen percentum (18%) of the value attached to the said fraction.
(ii) The Second Option
Eighteen percentum (18%) of the sales value of the Project Unit(s) in each phase of the Project shall be paid to the Landowner upon completion of the sales of each particular phase concerned.
(iii) The Third Option
The payment of the sum of Ringgit Malaysia .. (RM……….) shall be made in proportion to the completion of each of the phases of development in the Project.
(e) The parties hereto agree that upon the allocation and delivery of the Landowner’s Units or the payment in the manner set out in (d) above, the Developer shall thereafter be entitled to retain all the proceeds from the sale of the remaining Project Unit(s);
7.3 The Landowner hereby covenants and undertakes with the Developer that the Developer shall be entitled to the following:-
(a) to develop the Land and construct the Project thereon in such manner as the Developer shall be advised by the Architects and its technical advisers and in accordance with the normal practice of Commercial and Housing Developments and taking into consideration market conditions;
(b) to determine at its absolute discretion whether it is feasible to develop and construct any other units apart from the Project Unit(s) provided that any decision to do so will be made known to the Landowner;
(c) to fix and determine the selling prices of all the Project Unit(s) comprised in the Project and the terms and conditions of such sale and the manner in which the sales are to be carried out with notice to the Landowner;
(d) upon the execution of this Agreement, the Developer shall be entitled to execute a charge over the Land in favour of a Bank or a Financial Institution as security for the Loan to be granted to the Developer to obtain working capital for the Project or for any other purpose(s) in directly in correction with the Project.
(e) the Developer shall be entitled to retain eighty two percentum (82%) of the completed Project Unit(s) constructed in the Project (hereinafter called “the Developer’s Units”) in the event the Landowner elects the First or Second Option and the proceeds of the sale or sales of the Project Unit(s) in the event the Landowner elects the Third Option.
8. GENERAL
8.1 The parties hereto hereby mutually agree and covenant with each other as follows:-
(a) that upon the execution of this Agreement the Developer shall be entitled to register a caveat over the Land in order that the interests of the Developer in respect and arising out of this Agreement may be protected providing always that the Developer shall:-
(i) remove such caveat as and when it is necessary for the Land Title to be surrendered to the relevant authorities for the purposes of obtaining the approvals and requisite consents as aforesaid, the Developer reserving its rights to file a further caveat or caveats over the Land; and
(ii) remove such caveat upon the termination of the Joint Venture under this Agreement as hereinafter stated.
8.2 Neither party shall sell, assign or otherwise transfer their respective rights interests in or arising from this Agreement without the written consent of the other.
8.3 In the allocation of the Landowner’s Units and the Developer’s Units each party hereto shall assume proportionately the liability or responsibility to reserve and sell to Bumiputras the Project Unit(s) so stated to be reserved and sold to Bumiputras and also any other building that is not a Project Unit(s) as directed by the relevant authorities providing that the apportioning of the Project Unit(s) between the Landowner and the Developer shall be by mutual agreement and shall be decided upon the approval of the Layout Plan and provided further that in the event where there is disagreement as to such apportionment allocation shall be by drawing of lots one after the other.
8.4 The parties hereto mutually agree that the Developer shall name the Project.
8.5 The costs of and incidental to this Agreement and the subsequent transfer of the Developer’s Units only, the Charge or Charges aforesaid and the stamp and registration fees thereon shall be borne and paid by the Developer.
8.6 Each party shall bear its own Solicitors’ costs.
8.7 Time wherever mentioned in this Agreement shall be of the essence of this contract.
8.8 The quit rent and assessment of the said Land shall be apportioned as on the date of the delivery of possession of the said Land by the Landowner to the Developer and the Developer shall from that day be liable for the payment of the quit rent and the assessment.
8.9 Any notice required by the provisions of this Agreement to be given by either of the parties hereto to the other may be delivered or sent by registered post to such other party at their respective addresses as given above and any notice so sent shall be deemed to have been delivered at the time when in the ordinary course of post it would have been so delivered.
8.10 All disputes which may arise shall first be resolved by mutual discussion and failing such resolution shall be referred to a single arbitrator to be nominated by the parties or two arbitrators, one to be nominated by each of the parties in dispute in accordance with and subject to the provisions of the Arbitration Ordinance or Act for the time being in force.
8.11 In this Agreement where the context so admits the terms “the Landowner” and “the Developer” shall include their successors in title assigns nominee or nominees and personal representatives and where two or more persons are implied thereby the Agreement binds such persons jointly and severally. Words importing the masculine gender only include the feminine and neuter genders. Words importing the singular number only include the plural and vice versa.
8.12 This Agreement shall be binding upon the parties hereto their assigns and personal representatives respectively.
8.13 If any of the provisions of this Agreement is found by a Court to be void or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue in full force and effect. Notwithstanding the foregoing the parties shall thereupon negotiate in good faith and use their best endeavours in order to the agree the terms of a mutually satisfactory provision to be substituted for the provision so found to be void or unenforceable.
9. TERMINATION
9.1 This Agreement shall terminate upon the following events and in the following manner:-
(a) if this Agreement remains conditional for more than three (3) years from the date hereof;
(b) upon the Developer’s failure to submit the application for the approvals within the period referred to in Clause 4; and
(c) if the Developer fails to redeem the Land.
9.2 Upon the termination of this Agreement in the manner described in Clause 9.1(a), the Redemption Sum, the Interest on Redemption and the Initial Deposit shall be refunded within fourteen (14) days from the Developer’s written demand.
9.3 Upon the termination of this Agreement in the manner described in Clause 9.1 (b) and (c) the Landowner shall be entitled to forfeit the Initial Deposit only and refund the Redemption Sum and the Interest on Redemption (if the Land has been redeemed) within fourteen (14) days from the Developer’s written demand.
10. REPRESENTATION AND WARRANTIES
10.1 Each of the parties hereto hereby represents and warrants to the other as follows:-
10.1.1 that it is a company duly incorporated under the laws of Malaysia;
10.1.2 that it has the capacity and power to enter into and execute this Agreement and to carry the terms hereof into effect and has taken all necessary corporate and other action to authorise its entry into and execution of this Agreement and the performance of the terms hereof;
10.1.3 that this Agreement constitutes legal, valid and binding obligations of each party; and
10.1.4 that it is not in default under any agreement or instrument by which such party is bound and no litigation, arbitration or administrative proceedings are current or pending or threatened against such party as at the date of this Agreement.
10.2 The Landowner hereby further represents and warrants to the Developer as follows:-
10.2.1 that the Land is held by the Landowner as the registered proprietor and beneficial owner thereof and, the Land is held (apart from the existing charge to the Charge) free from all charges, liens and other encumbrances whatsoever other than such encumbrances as are to be created pursuant to the terms of this Agreement;
10.2.2 that it has the power and authority to deliver possession of the Land to the Developer and no person, firm, company, corporation or other body corporate or incorporate will have any title, right, interest or claim whatsoever in or the Land or any part thereof; and
10.2.3 that there is no premium due in respect of the conversion of land use for Lot No. ….
IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year first above written.
The Common Seal of )
)
(Company No. ) )
was hereunto affixed in the )
presence of:- )
………………………. …………………………
Director Director/Secretary
The Common Seal of )
)
(Company No. ) )
was hereunto affixed in the )
presence of:- )
SIGNED by the Developer )
in the presence of:- )
