AN AGREEMENT made the day and year stated in Section 1 of the First Schedule hereto between the party whose name and description is stated in Section 2 of the First Schedule hereto (hereinafter referred to as “the Vendor”) of the one part and the party whose name and description is stated in Section 3 of the first Schedule hereto (hereinafter referred to as “the Purchaser”) of the other part.
WHEREAS the Vendor is the registered/beneficial owner of the property or properties more particularly referred to and described in Section 4 of the First Schedule hereto (which property or properties is/are hereinafter referred to as “the said property”).
AND WHEREAS the Vendor has agreed to sell and the Purchaser has agreed to purchase the said property at the price and subject to the terms and conditions hereinafter contained.
NOW IT IS HEREBY AGREED as follows:-
1. Sale and Purchase
In consideration of the purchase price of the said property stipulated in Section 1 of the Second Schedule hereto (hereinafter referred to as “the said Purchase Price”) to be paid by the Purchaser in the manner and within the times as set out in Section 2 of the Second Schedule hereto, the Vendor hereby agrees to sell and the Purchaser hereby agrees to purchase the said property free from all charges and encumbrances but subject to all conditions of title whether expressed or implied contained in the document of title to the said property at the said Purchase Price and subject to the terms and conditions hereinafter contained.
2. Payment of Purchase Price
The sum stated in Section 2(i) of the Second Schedule hereto has already been paid by the Purchaser to the Vendor as deposit and part payment of the said Purchase Price (the receipt of which the Vendor hereby acknowledges) and the balance purchase price shall be paid in the manner set out in Section 2(ii) of the Second Schedule hereto to the Vendor’s solicitor(s) mentioned in the Third Schedule and if there is any Charge on the said property the Vendor’s solicitor(s) shall first utilize the balance purchase price or a sufficient part thereof to secure the full Discharge of Charge on the said property before making any payment to the Vendor Provided that if the balance purchase price is insufficient to secure the full discharge of such Charge the Vendor shall furnish forthwith such additional sum as it is necessary to secure the full discharge of such Charge.
3. Completion
(i) On payment by the purchaser of the balance purchase price in accordance with the provisions of this Agreement, the Vendor shall execute and deliver a valid and registrable Transfer in respect of the said property to be prepared by the Purchaser and the Vendor shall do and execute all such other acts and things and documents necessary on the Vendor’s part for the Purchaser or the Purchaser’s nominee or nominees to be registered as the proprietor or proprietors of the said property
(ii) The Vendor shall deliver to the Purchaser or the Purchaser’s Solicitor(s) the document or documents of title to the said property together with a valid and registrable Discharge of Charge and the Duplicate Charge if there is any Charge on the said property;
(iii) The Purchaser shall be entitled to possession of the said property and the receipt of rents and profits of the said property as from the date of payment of the balance of the purchase price and shall from such date be liable to all outgoings (including quit rents and assessments) in respect of the said property, such rents profits and outgoings to be apportioned if necessary and provided that the Vendor shall indemnify the Purchaser in respect of any loss or penalty imposed by reason of any late payment by the Vendor of such outgoings for any period prior to the date of apportionment.
4. Real Property Gains Tax Act, 1976
(i) The Vendor shall pay all tax payable under the Real Property Gains Tax Act, 1976 in respect of the sale of the said property by the Vendor to the Purchaser.
(ii) The Vendor and the Purchaser shall within the time prescribed in the Real Property Gains Tax Act, 1976 notify the Director-General of Inland Revenue of the sale of the said property by the Vendor to the Purchaser in the manner required by the Real Property Gains Tax Act, 1976 or any amendment thereto.
(iii) Notwithstanding any other provision herein, the Solicitor(s) who hold(s) the said sum mentioned in Section 3 of the Second Schedule hereto as stakeholders pending the issue by the Director-General of Inland Revenue of the Certificate of Clearance may at any time pay over the said sum or such part thereof as may be sufficient to the Director-General of Inland Revenue for payment of the tax payable by the Vendor under the Real Property Gains Tax Act, 1976 in respect of the sale of the said property by the Vendor to the Purchaser under this Agreement if such payment is required for the purpose of enabling the Director-General of Inland Revenue to issue his Certificate of Clearance in respect of the sale hereunder
5. Conditions Relating to Title
The sale herein is subject to the following terms and conditions:-
(a) The Vendor shall forthwith deliver to the Purchaser’s Solicitor(s) all documents of title relating to the said property for inspection;
(b) The Vendor shall deduce a good registrable and marketable title to the said property;
(c) Any defect in title shall be perfected by and at the cost and expense of the Vendor;
(d) The said property shall be free from all encumbrances except as specified in the Third Schedule hereto but subject to all conditions of title whether expressed or implied contained in the document of title;
(e) The Purchaser shall be at liberty at his cost and expense to lodge a Private Caveat as from the date hereof Provided that the Purchaser upon notice in writing by the Vendor shall forthwith withdraw annul or remove the said Private Caveat if the Purchaser shall fail to pay the balance purchase price or any instalment thereof in the manner and within the time stipulated in Section 2 of the Second Schedule hereto whereupon this Agreement shall become null and void in accordance with the provisions of Clause 9 herein.
6. Government and Local Authority Requirements
The said property has been and is open to inspection and the Purchaser shall be held to have had notice of all notices and requirements of the Government and the local authorities and all such notices and requirements shall be complied with by and at the expense of the Purchaser. The said property is likewise sold subject to road widening drainage improvement or other similar schemes affecting the said property and the Purchaser shall be deemed to have full knowledge of the nature and effect thereof and shall make no objection or requisition in respect thereof.
7. Land Acquisition Act, 1960
(i) If the said property or any part or parts thereof shall be affected by a Notice under Section 4 of the Land Acquisition Act, 1960 published in the Gazette on or within one (1) year prior to the date of this Agreement or by a Declaration under Section 8 of the Land Acquisition Act, 1960 made on or before the date of this Agreement, the Purchaser may by notice in writing in that behalf serve on the Vendor at any time prior to the actual completion of the purchase of the said property rescind this Agreement and upon the service of such notice on the Vendor, the Vendor shall forthwith refund to the Purchaser the said deposit and all sums paid by the Purchaser towards the balance purchase price but without any interest costs or compensation. Upon such refund being made, this Agreement shall come to an end and become null and void and of no further effect and neither or the parties hereto shall have any further claim against the other under or in respect of this Agreement (save the return of any documents belonging to the Vendor and the withdrawal of any Private Caveat lodged by the Purchaser) and the Vendor shall have the right to resell the said property to such person in such manner and on such terms as the Vendor may think fit and the Purchaser shall have no right to any part of the purchase money thereby arising.
(ii) Save as hereinbefore provided and unless the Purchaser shall have given the aforesaid Notice in writing, the publication of a notice under Section 4 of the Land Acquisition Act, 1960 affecting the said property or any part or parts thereof and or the making of a Declaration under Section 8 of the Land Acquisition Act, 1960 or the taking of any steps under the Land Acquisition Act, 1960 pursuant to the publication of such Notice or Declaration shall not vitiate or annul the sale of the said property nor shall the Purchaser be entitled to any reduction of the purchase price notwithstanding that as a result of the taking of such steps pursuant to such Notice and or Declaration, the said property or any part or parts hereof have or may become vested in the State Authority and provided always that the Vendor shall immediately notify the Purchaser as soon as the Vendor has had notice of the publication of any Notice or Declaration under the Land Acquisition Act, 1960 and shall also immediately upon being served with the Notice of Enquiry in Form E of the Land Acquisition Act, 1960 notify the Authority concerned of the Purchaser’s interest in the said property and of the provisions of this Agreement and subject to the balance of the purchase price having been paid to the Vendor in full as provided in this Agreement, all compensation payable in respect of the acquisition of the said property or any part or parts thereof under the Land Acquisition Act, 1960 shall belong to the Purchaser absolutely And shall if received by the Vendor be paid over to the Purchaser forthwith and be accepted by the Purchaser.
8. Restraints on dealing
During the continuance of this Agreement, the Vendor shall not sell assign dispose off or otherwise deal with the said property or create any fresh Charge encumbrances letting or lease over the said property or otherwise part with the possession of this said property.
9. Default by Purchaser
If the Purchaser shall fail to pay the balance purchase price or any part thereof in the manner and within the time stipulated in Section 2 of the Second Schedule hereto or if the Purchaser shall neglect or fail to perform any of the terms conditions and stipulations on the Purchaser’s part to be performed under this Agreement, the sum as stated in Section 4 of the Second Schedule hereto shall be forfeited absolutely to the Vendor as agreed liquidated damages and the Vendor shall at the same time of such forfeiture refund to the Purchaser a sum equal to all instalments of the balance purchase price if any, already paid by the Purchaser under this Agreement up to the date of such default and upon such refund being made this Agreement shall come to an end and become null and void and of no further effect and neither party hereto shall have any claim against the other under or in respect of this Agreement (save the return of any documents belonging to the Vendor and the withdrawal of any Private Caveat lodged by the Purchaser) and the Vendor shall have the absolute right to resell the said property to such person in such manner and on such terms as the Vendor may think fit and the Purchaser shall have no right to any of the purchase money thereby arising.
10. Agreements
It is agreed between the Vendor and the Purchaser as follows:-
(i) Time wherever mentioned shall be of the essence of this Agreement;
(ii) The First Schedule, the Second Schedule and the Third Schedule hereto shall be taken read and construed as an essential part of this Agreement;
(iii) the special conditions, if any, set out in the Third Schedule hereto shall prevail if there is any conflict, discrepancy or variance between the special conditions as set out in the Third Schedule hereto and any other term of condition of this Agreement;
(iv) Any receipt of the Solicitor(s) acting for the Vendor for any monies paid by the Purchaser under or pursuant to this Agreement shall be a good and sufficient discharge to the Purchaser and to the Solicitor(s) acting for the Purchaser, and the Vendor hereby warrants that the Solicitor(s) acting for the Vendor shall have full authority to receive on behalf of the Vendor all monies payable by the Purchaser to the Vendor under this Agreement;
(v) The Vendor’s and the Purchaser’s respective Solicitors’ costs and expenses of an incidental to the preparation and execution of this Agreement and the transfer of the said property shall be borne and paid in the manner as set out in Section 5 of the Second Schedule hereto but all stamp duty and registration fees thereon shall be paid by the Purchaser. The Purchaser further agrees to pay as and when required any additional or excess stamp duty and or penalty that may be imposed by the Collector of Stamp Duties or such other competent authority in respect of this Agreement and or the transfer of the said property;
(vi) Knowledge or acquiescence by either party hereto of or in any breach of any of the conditions or covenants herein contained shall not operate as 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;
(vii) Any indemnity contained in this Agreement shall continue to have effect notwithstanding completion of the purchase;
(a) if it is given by the party or the party’s Solicitor(s) by post in a registered letter addressed to the other party to be served at the address hereinbefore mentioned and in such a case it shall be deemed (whether it is actually delivered or not) to have been received at the time when such registered letter would in the ordinary course be delivered; or
(b) if it is given by the party or the party’s Solicitor(s) and despatched by hand to the other party to be served or the Solicitor(s) acting for the other party to be served;
(a) The expression “the Vendor” and “the Purchaser” shall include the persons deriving title under them respectively;
(b) Where there are two or more persons included in the expression “the Vendor” and or the expression “the Purchaser” their respective liabilities under this Agreement shall be joint and severally, and the agreements and provisions herein shall be deemed to have been made by and to be binding upon such persons jointly and severally;
(c) Words importing the masculine gender shall be deemed to include the feminine and neuter genders and words importing the singular number shall include the plural and vice versa;
(d) Any reference to any Act, Statutory provision or enactment shall include reference to any Act, statutory provision or enactment replaced thereby and any substituted statutory provision;
(e) The headings to this Agreement shall not affect the construction of the provisions herein contained.
(x) Where the last day for doing any act or thing or taking any step would but for this provision be a Sunday or a Bank Holiday, such last day shall instead be the next following working day.
