SUBSTITUTION AGREEMENT
THIS SUBSTITUTION AGREEMENT is made the day of ….
Between
……… (Company No. ), a company incorporated in Malaysia under the Companies Act 1965 with its registered office at (hereinafter called “MKSB”) of the first part
AND
…………… (Company No. ) a company incorporated in Malaysia under the Companies Act 1965 with its registered office at No. (hereinafter called “HHRSB”) of the second part
AND
XYZ of (hereinafter called “the Creditor”) of the third part.
WHEREAS:-
A. As at the date of hereof, MKSB is indebted to the Creditor in the sum of Ringgit Malaysia (the amount of debts) (hereinafter called “the Outstanding Debts”).
B. By an Agreement dated the day of 200… made between MKSB of the one part and HHRSB of the other part, HHRSB has, for the consideration therein mentioned agreed to irrevocably undertake and covenant to settle and pay the Creditor the Outstanding Debts in the manner and at the time hereafter agreed by the Creditor subject to the terms and conditions of this Agreement.
NOW THIS AGREEMENT WITNESSETH as follows:-
1. HHRSB hereby covenants with and guarantees the Creditor the due and punctual payment of the Outstanding Debts as if HHRSB is the principal debtor in place of MKSB.
2. The Creditors hereby irrevocably accepts the liability and guarantee of HHRSB and hereby releases and discharges MKSB from the Outstanding Debts and all liability, claims and demands thereof.
3. This Agreement shall be binding upon the successors-in-title and assigns of MKSB and HHRSB.
4. Any notice, request or demand required to be served by either party hereto on the other pursuant to the provisions of this Agreement shall be in writing and shall be deemed to be sufficiently served if it is delivered by hand or sent by prepaid post addressed to such party or its solicitors to the address hereinstated or at its last known address and it shall be deemed to have been received by the addressee in ordinary course of post.
5. Any terms, conditions, stipulations, provisions, covenants or undertakings contained herein which are illegal, void, prohibited or unenforceable shall be ineffective to the extent of such illegality, voidness, prohibition or unenforceability without invalidating the remaining provisions hereof and such illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal, void or unenforceable any other terms, conditions, stipulations, provisions, covenants or undertakings contained herein.
6. Time wherever mentioned shall be of the essence of this Agreement.
7. Knowledge or acquiescence by either party hereto of or in breach of any of the conditions or covenant herein contained shall not operate or be deemed to be waiver of such conditions or covenants or any of them and notwithstanding such knowledge or acquiescence each party hereto shall be entitled to exercise their respective rights under this Agreement and to require strict performance by the other of the terms and conditions herein.
8. All previous, representations, warranties express or implied, oral or in writing or by conduct between the parties hereto are hereby superseded and are of no further effect. It is hereby declared and agreed that this Agreement constitutes the whole and complete agreement between the parties hereto in respect of matter dealt with herein.
9. If any of the provisions of this Agreement becomes invalid illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
10. All stamp duty and other incidental costs in respect of this Agreement shall be borne and paid by HHRSB PROVIDED THAT each party shall bear its own Solicitors’ fees.
11. This Agreement hereto constitute the whole Agreement between the parties hereto and it is expressly declared that no variations shall be effective unless made by the parties hereto in writing.
IN WITNESS WHEREOF the parties hereto have hereunto set their seals the day and year first above written.
The Common Seal of )
………………. )
(Company No. ) )
was hereunto affixed )
in the presence of :- )
………………………………………… …………………………………………
The Common Seal of )
……………… )
(Company No. ) )
was hereunto affixed )
in the presence of:- )
………………………………………… …………………………………………
DIRECTORS DIRECTORS/SECRETARY
