AGREEMENT
THIS 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 “………”) of the one part
AND
….. (Company No. ) a company incorporated in Malaysia under the Companies Act 1965 with its registered office at No. (hereinafter called “……..”) of the other part.
WHEREAS:-
A. (to state the relationship between … and … or the background of the present agreement or arrangement which the parties have agreed)
B. (to state the brief issue(s)or the subject matter of disputes between the parties (herinafter called “the Alleged Disputes”) )
C. As at the date of hereof, … is indebted to various trade creditors (hereinafter called “the Creditors”) whose names, addresses and the amount of debts (hereinafter called “the Outstanding Debts”) are as stated in Schedule 1 of this Agreement.
D. …. has, in consideration of ….. agreeing to settle the Alleged Disputes amicably, agreed to irrevocably undertake and covenant to settle and pay the Creditors the Outstanding Debts in the manner and at the time hereafter agreed or to be agreed by each of the Creditors subject to the terms and conditions of this Agreement.
NOW THIS AGREEMENT WITNESSETH as follows:-
1. CONSIDERATION
(a) In consideration of the Parties hereto agreeing respectively to settle the issue on the Alleged Disputes amicably and to abstain from further taking issue on the Alleged Disputes and to waive all claims in relation to the Alleged Disputes, the parties hereto agree that …. shall transfer the Outstanding Debts to …. and … hereby agreed to assume the entire Outstanding Debts upon the execution of this Agreement.
(b) …. and …. hereby mutually and irrevocably agree that the transfer of the Outstanding Debts to …. shall be deemed to be the full settlement for the Alleged Default and upon the agreement of the Creditors of the assumption of the Outstanding Debts by …., … shall not have any claim whatsoever against … in respect of the Alleged Disputes.
2. AGREEMENT OF CREDITORS
… undertakes and warrants to … that ….. shall forthwith upon execution of this Agreement procure and obtain the irrevocable agreement of the Creditors to the substitution of … with … in respect of the liability and payment of the Outstanding Debts due to the respective Creditors and the assumption of the Outstanding Debts by …..
3. ….’s COVENANT TO PAY
….. hereby guarantees and covenants with …. to pay and discharge to the Creditors the Outstanding Debts when the same shall be or become due or forthwith upon the execution of this Agreement (if the same is already due and owing) in accordance with the terms and manners agreed between the Creditors and ….
4. SUCCESSIORS BOUND
This Agreement shall be binding upon the successors-in-title and assigns of … and ……
5. NOTICE
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.
6. SEVERANCE
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.
7. TIME
Time wherever mentioned shall be of the essence of this Agreement.
8. KNOWLEDGE OR ACQUIESCENCE
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.
9. SCHEDULES
Schedule 1 annexed hereto shall be taken read and construed as an essential and integral part of this Agreement.
10. PREVIOUS AGREEMENT AND REPRESENTATIONS SUPERCEDED
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.
11. SEVERABILITY
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.
12. INDEMNITY
In addition and without prejudice to the powers, rights and remedies conferred on …, … shall indemnify … against any loss which … may sustain or incur as a consequence of the occurrence of default or breach of any of the terms and conditions herein contained by … resulting in … being sued by or held liable to the Creditors.
13. COSTS
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.
14. WHOLE AGREEMENT
This Agreement including the Schedule(s) 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.
15. INTERPRETATION
(a) Words denoting the singular includes the plural number and vice versa.
(b) Words denoting the masculine gender includes the feminine, and neuter genders and vice versa.
(c) Words applicable to natural persons include any body of persons company corporation firm or partnership corporate or unincorporate;
(d) The term “year” shall mean a period of 365 days ;
(e) where there are two (2) or more persons or parties included or comprised in the expression :-
(i) “the Purchaser” agreements covenants terms stipulations and undertakings expressed to be made by and on the part of the Purchaser shall be deemed to be made, by or, binding upon such persons or parties jointly and severally; or
(ii) “the Vendors” agreements covenants terms stipulation and undertakings expressed to be made by and on the part of the Vendors shall be deemed to be made, by or, binding upon such persons or parties jointly and severally.
(f) The words “hereof’, “herein”, “hereon’, ‘hereinafter”, “hereunder”, “herein below”, and “herein before” and words of similar import, when used in their Agreement shall, where the context so 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) A period of time from the happening of any 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.
(i) The headings to Clauses in this Agreement are inserted for convenience only and shall be ignored in construing the provisions of this Agreement.
(j) References to Clause, Section and Schedule are to be construed as references to Clause, Section and Schedule of this Agreement.
(k) References to the provisions of any legislation includes a reference to any statutory modification and re-enactment thereof.
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 )
………………………………………… …………………………………………
DIRECTORS DIRECTORS/SECRETARY
The Common Seal of )
……………………………… )
(Company No. ) )
was hereunto affixed )
in the presence of )
………………………………………… …………………………………………
DIRECTORS DIRECTORS/SECRETARY
