THIS AGREEMENT is made this day of 20… Between the called “the Vendors”) of the one part, and the Purchasers whose particulars are set out Vendors whose particulars are set out in Part 1 of the First Schedule hereto (hereinafter in Part 2 of the First Schedule hereto (hereinafter called “the Purchasers”) of the other part.
WHEREAS:-
A) The Vendors are registered proprietor of all that piece of land the particulars together with a …………. erected thereon of which are set out in Part 3 of the First Schedule hereto (hereinafter called “the said Property”).
B) The said Property is subject to restriction-in-interest that is to say the said Property cannot be transferred leased or charged (if any) without the written consent from the relevant State Authority.
C) The said Property is at present subject to a charge (if any) the particulars of which are set out in Part 4 of the First Schedule hereto.
D) The Vendors have agreed to sell and the Purchasers have agreed to purchase the the said Property free from all encumbrances whatsoever and with vacant possession upon the terms and subject to the conditions hereinafter appearing.
E) The Purchasers are desirous of applying to the Financial Institution to finance the purchase of the said Property.
F) The Vendors have appointed M/s. . Advocates & Solicitors, of
(hereinafter referred to as “the Vendors’ Solicitors’) and the Purchasers have appointed M/s. …. (hereinafter referred to as “the Purchasers’ Solicitors”).
G) By a Settlement Agreement dated the day of 200… (hereinafter referred to as “the Deed of Settlement”) made between the Vendors of the one part, the Purchasers of the second part and ….. (hereinafter referred to as “the Debtor”) of the third part the Vendors at the request of the Debtor have agreed to set off part of the Debt Due as specified in the said Deed of Settlement.
NOW THIS AGREEMENT WITNESSETH as follows :-
1. CONSIDERATION
(i) In consideration of the Purchasers agreeing to set off the part of the Debt Due pursuant to the Deed of Settlement the Vendors hereby agree to sell and the Purchasers hereby agree to purchase the said Property free from all encumbrances and with vacant possession but subject to the conditions and restrictions in interest (if any) affecting the Document of Title to the said Property at the total purchase price set out in Part 5 of the First Schedule hereto (hereinafter called “the Purchase Price”).
2. APPLICATION FOR CONSENT TO TRANSFER
(a) The Vendors shall immediately at their own costs and expenses apply to the relevant State Authority for the written consent to transfer in favour of the Purchasers.
(b) The Vendors shall within one (1) month from the date of this Agreement to obtain the Written Consent and deliver the same to the Purchaser’s Solicitors failing which the Purchasers shall grant to the Vendors an extension of further one (1) month period and at the expiry of the aforesaid one (1) month period the Purchasers shall be entitled, if the Purchasers so decide, either to grant to the Vendors an extension of such duration as the Purchasers shall deem fit or alternatively terminate this Agreement by notice in writing to the Vendors and the Debtor will within fourteen (14) days from the date of such notice from the Purchasers pay the Debt as stipulated in the Deed of Settlement together with interest at the rate of ( %) per annum calculate from … to the date of full and final settlement.
3. MEMORANDUM OF TRANSFER
Upon the execution of this Agreement the Vendors shall execute the Memorandum of Transfer of the said Property in favour of the Purchasers or their nominee or nominees and deliver the same to the Purchasers’ Solicitors and the parties hereto hereby authorise the Purchasers’ Solicitors to submit the same thereafter for adjudication upon receiving the written consent to transfer from the relevant State Authority and stamping only with the view of expediting the completion of this Agreement.
The Vendors shall deposit a copy of the quit rent and assessment of the current year with the Purchasers’ Solicitors upon signing of this Agreement.
4. THE EFFECT OF THIS AGREEMENT
The parties hereby expressly declare and agree that the terms and conditions hereinafter appearing are conditional upon the Written Consent and the redemption statement have been obtained by the Purchasers’ Solicitors and the terms and conditions shall only take effect upon the receipt of the Written Consent and the redemption statement by the Purchasers’ Solicitors.
5. COMPLETION OF SALE
Completion of sale shall take place at the Purchaser’s Solicitors office on or before the date stated in Part 6 of the First Schedule hereto (hereinafter called “the Completion Date”) upon expiry of fourteen (14) days from the date of presentation of document of title, transfer and all other relevant documents for registration at the appropriate Land Office/Registry by the Purchasers’ Solicitors or the Purchasers’ Financiers’ Solicitors .
6. DELIVERY OF VACANT POSSESSION
Delivery of possession of the said Property shall be delivered by the Vendors to the Purchasers upon signing of this Agreement.
7. VENDORS’ DEFAULT
Subject to the written consent being obtained, if the Vendors shall fails, neglects or refuses to complete the sale of the said Property in accordance with the terms and conditions herein, the Purchasers shall be entitled to sue for specific performance and claim damages against the Vendors or alternatively at their sole discretion to terminate this Agreement whereupon the Debtor will within fourteen (14) days from the date of such notice from the Purchasers pay the Debt as stipulated in the Deed of Settlement together with interest at the rate of ( %) per annum calculate from …. to the date of full and final settlement.
8. REDEMPTION OF TITLE (if applicable)
The Vendors shall within one (1) month from the date of the letter of consent is obtained from the State Authority the said Property from the Vendors’ Financiers and shall forthwith undertake to deliver to the Purchaser’s Solicitors the original document of title, discharge of charge, registered duplicate charge, original letter of consent to transfer and other relevant documents related therein and the requisite registration fee on Discharge of Charge which will render the said Property free from encumbrances.
9. APPORTIONMENT OF QUIT RENT, ETC.
All quit rent, rates, assessments, taxes and other lawful outgoings including telephone, electricity and water bills and indah water charges if any, payable in respect of the said Property shall be apportioned as at the actual date of delivery of vacant possession, that payable in respect of the period before the actual date of delivery of vacant possession to be paid by the Vendors and that after the date of actual delivery of vacant possession by the Purchasers and any sum or sums due by virtue of such apportionment shall be paid or allowed as the case may be on such date.
10. COMPULSORY ACQUISITION
In the event of acquisition of the whole or part of the said Property by the Government or other Competent Authority before the Completion Date the Purchasers shall have the right but is not obliged to cancel this Agreement and treat it as null and void and of no further effect and provided that the Purchasers exercises the option of cancellation thereof the Debtor will within fourteen (14) days from the date of such notice from the Purchasers pay the Debt as stipulated in the Deed of Settlement together with interest at the rate of ( %) per annum calculate from …. to the date of full and final settlement. If the Purchasers agree to and accepts the extent and/or the nature of such acquisition the sale and purchase shall be completed in accordance with the provisions hereof and all compensation sum shall be due and payable to the Purchasers absolutely.
11. CONDITION, STATE ETC. OF THE SAID PROPERTY
In the event of any material change in the condition state nature or character of the said Property or there is any squatters occupying the said Property between the date of this Agreement and the latest date for completion of the sale and purchase of the said Property the Debtor will within fourteen (14) days from the date of such notice from the Purchasers pay the Debt as stipulated in the Deed of Settlement together with interest at the rate of ( %) per annum calculate from ….. to the date of full and final settlement.
12. NON-REGISTRATION OF TRANSFER
In the event that the Discharge of Charge of the existing Charge and or Transfer shall be rejected by the appropriate Registry of Titles for registration in favour of the Purchasers for any reasons whatsoever save except for any act of default or blameworthy conduct of the Purchasers, such reasons being irredeemable the Debtor will within fourteen (14) days from the date of such notice from the Purchasers pay the Debt as stipulated in the Deed of Settlement together with interest at the rate of ( %) per annum calculate from …. to the date of full and final settlement.
13. PASSING OF INTERESTS
The Vendors hereby agree and confirm that as from the date of the Purchasers signing of this Agreement, they will have no right title interest or anything whatsoever in and to the said Property or any part thereof and the Vendors hereby expressly acknowledge that as from the date thereof the Purchasers are the person entitled to the legal and equitable title and interest in and to the said Property.
14. INDEMNITY
The Vendors shall at all times indemnify and keep the Purchasers indemnified against all actions, proceedings, claims and demands, damages, penalties, costs, charges and expenses which may be brought or made against or incurred by the Purchasers by reason of or arising out of any breach or non-compliance of all or any of the covenants, undertakings, representations and warranties herein by the Vendors (including the Purchasers’ solicitors’ fees and costs on a Solicitor and client basis).
15. SEVERABILITY
Any term, condition, stipulation, provision, covenant or undertaking in this instrument which is illegal, void, prohibited or unenforceable shall be ineffective to the extent of such unforceability without invalidating the remaining provisions hereof and such illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal, void or unenforceable any other term, conditions, stipulation, provision, covenant or undertaking herein contained.
16. TIME OF THE ESSENCE
Time wherever mentioned shall be of the essence of this Agreement.
17. LEGAL FEES
Each party shall bear their own Solicitors’ costs. The Purchasers shall bear all charges of and incidental to the preparation and execution of this Agreement including adjudication stamp duty and registration fees on Transfer except all costs and fees pertaining to the application for Consent to Transfer, Discharge of Charge, if any, and CKHT 1 or such instrument rendering the said Property free from all encumbrances shall be borne by the Vendors.
18. NOTICE
Any notice, request or demand required to be served by either party hereto on the other under any of the provisions hereof shall be in writing and shall be deemed to be sufficiently served if it is given by any part hereto by registered post addressed to the party to be served at his address hereinbefore mentioned and in such a case it shall be deemed (whether it is actually or not) to have been received at the time when such registered letter would in the ordinary course of post be delivered to the party to be served on their Solicitors.
19. INTERPRETATION
In this Agreement unless there is something in the subject or context inconsistent with such construction or unless it is otherwise expressly provided :-
(a) words importing the masculine gender shall be deemed to include the feminine and neuter gender;
(b) words importing the singular number shall include the plural and vice versa;
(c) words applicable to natural persons only shall include any body or persons firm or partnership corporate or unincorporated;
(d) where there are two or more persons or parties included or comprised in the expression “the Vendors’ or “the Purchasers” the agreements covenants terms and undertakings expressed to be made by or binding upon such persons or parties jointly and severally;
(e) the headings are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement;
(f) the words “hereof”, “herein”, “hereon”, “hereinafter” and “hereunder” and words of similar import, when used in this Agreement, shall, where the context requires or allows, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(g) where an act is required to be done within a specified number of days after or from a specified date, the period is inclusive of and begins to run from the date so specified;
(h) the expression “working day” shall exclude Sundays and Public Holidays gazetted or declared for Wilayah Persekutuan, Malaysia;
(i) a period of a month from the happening of an event or the doing of an act or thing shall be deemed to be inclusive of the day on which the event happens or the act or thing is or is required to be done;
(j) any reference to statutes and rules made thereunder include all amendments which may be enacted from time to time.
20. BINDING EFFECT
This Agreement shall be binding upon the respective heirs personal representatives successors in title and permitted assigns of each of the parties hereto.
21. The First Schedule and Second Schedule hereto shall be taken read and construed as an essential part of this Agreement.
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 )
VENDORS in the presence )
of :- )
SIGNED by )
)
for and on behalf of the )
PURCHASERS in the )
presence of :- )
FIRST SCHEDULE
PART 1 Particulars_of_Vendors
PART 2 Particulars_of_Purchasers
PART 3 Particulars_of_Land/House/Factory
Type:
Area:
PART 4 ENCUMBRANCES
Presentation No: Jilid: Folio:
Dated:
PART 5 Total_Purchase_Price
RM
PART 6 Completion_Date
Upon expiry of fourteen (14) days from the date of presentation of document of title, transfer and all other relevant documents for registration at the appropriate Land Office/Registry by the Purchasers’ Solicitors or the Purchasers’ Financiers’ Solicitors .
SECOND SCHEDULE
1.
1. The Vendor hereby warrant that the company is not wound-up and under Section 176 nor any litigation, arbitration or administrative proceedings are presently current or pending or threaten against them which default, litigation, arbitration or administrative proceedings as the case may be, might materially affect their abilities to enter into any contractual relationship or resulting themselves been wound-up.
2. The Purchaser hereby declares that the has no reasonable belief and knowledge that the Vendor is being wind-up nor any litigation, arbitration or administrative proceedings are presently current or pending or threatened against them which default, litigation, arbitration or administrative proceedings as the case may be, might materially affect their abilities to enter into any contractual relationship or resulting themselves being wound-up.
3. Upon the execution of this Agreement and thereafter the Vendors shall not sell, transfer, charge, encumber, lease, agree to let or to sell the said Property or any part thereof.
4. The Vendors hereby agree and consent to the Purchasers lodging a private caveat on the Purchasers’ own costs and expenses to protect the interest of the Purchasers pending the completion of this Agreement subject to the Purchasers undertaking to withdraw the same when the Purchasers interest cease to exist under this Agreement. The Purchasers shall simultaneously upon the execution of the private caveat execute the necessary forms for the withdrawal thereof and deposit the same with the Purchasers’ Solicitors who are hereby authorise to lodge the same with the relevant Land Office / Land Registry upon the lawful termination of this Agreement.
5. The Vendors hereby expressly warrant that they have not entered into any Agreement for Sale, Charge or Assignment or encumber in respect of the said Property prior to the execution of this Agreement SAVE AND EXCEPT as disclosed herein.
