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Sale and Purchase Agreement

Nov 05, 2015

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This SPA is for property without title in Malaysia.
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SALE AND PURCHASE AGREEMENT

Sale & Purchase Agreement

____________________________________________________________________________________________________

SALE AND PURCHASE AGREEMENT

THIS AGREEMENT is made this day of

2014.

BETWEEN

xxxxxxxxxxxxxxxxxxxxx of xxxxxxxxxxxxxxxxxxxxxxx (hereinafter referred to as the Vendors) of the one part;AND

xxxxxxxxxxxxxxxxx of xxxxxxxxxxxxxxxxxxxxxxxxxx (hereinafter referred to as the Purchaser) of the other part.WHEREAS:-A.By a Sale and Purchase Agreement dated xxxxxxxx (hereinafter referred to as the Principal Agreement) made between xxxxxxxxxxxx a company incorporated in Malaysia and duly licensed under the Housing Development Control and Licensing) Act 1966 (hereinafter called the Developer) of the one part and xxxxxxxxxxxxxxxx (hereinafter called the First Purchaser) of the third part, the Developer and the Proprietor has agreed to sell and the First Purchaser has agreed to purchase the said Property more particularly described in Section 4 of the First Schedule hereto (hereinafter called the said Property) upon the terms and subject to the conditions set out in the Principal Agreement.B. Due to the default by the First Purchaser, the Property was sold by auction to xxxxxxxxxxxxxxx (hereinafter called the Second Purchaser) vide Proclamation of Sale dated 20th of April 2006 (hereinafter referred to as the Proclamation of Sale), and perfected vide Deed of Assignment (Transfer) dated 13th April 2007.C.By a SALE AND PURCHASE AGREEMENT dated the 29th day of August 2008 (the same is hereinafter referred to as the Second Sale and Purchase Agreement) made between the Second Purchaser of the FIRST PART AND the Vendor of the SECOND PART, the Second Purchaser has agreed to sell to the Vendor and the Vendor has(have) agreed to purchase from the Second Purchaser the said Property in accordance to terms and conditions, as contained therein in the Second Sale and Purchase Agreement.D.The separate Individual Title in respect of the said Property has yet to be issued by the relevant Authorities.

E.The Vendors is hereby expressly and irrevocably declare that he has voluntarily opted not to seek any legal representation in relation here to and that he has voluntarily executed this Agreement and that he understand contents and effect hereof.

F.The Purchasers is represented by MESSRS. xxxxxxxxxxxxxxx (Advocates & Solicitors) of xxxxxxxxxxxxxxxxxxxxxx.

G.The Vendors and Purchaser hereby solemnly and sincerely declare that they have not committed any act of Bankruptcy (of liquidation, as the case may be) in court of law in Malaysia.H.The Vendor is now desirous of selling and the Purchaser is desirous of purchasing the said Property with vacant possession upon the terms and conditions herein contained.

I. The Purchaser intends to apply to a financial Institution (hereinafter referred to as the Financier) for a Loan to complete the purchase of the said property. J. The said Property is assigned to xxxxxxxxxxxxx.IT IS NOW AGREED AS FOLLOWS:-

1.CONSIDERATION

Simultaneously with execution of the Agreement the Purchaser shall pay to the Vendors sum of Ringgit Malaysia xxxxxxxxxxxxxxx only being 10% of the Purchase Price (hereinafter referred to as the deposit), and the Vendors hereby agrees to sell transfer and assign all her rights, title and interest in and to the Property free of all encumbrances and caveats (in respect of the Property) and with vacant possession but subject to such covenants stipulations and conditions as may be imposed upon the same by or under the Principal Agreement at the Purchase Price upon the terms and conditions hereinafter stated.

2.PAYMENT OF BALANCE PURCHASE PRICEThe Balance Purchase Price of Ringgit Malaysia xxxxxxxxxxxxxxx (hereinafter referred to as the Balance Purchase Price) shall be paid within three (3) months from the date of this Agreement or from the date receipt of the Developers Confirmation (whichever is later) (hereinafter referred to as the Completion Date).3. EXTENSION OF TIME3.1 If the Balance Purchase Price or any part thereof is not paid by the Completion Date, the Vendors shall grant to the Purchaser thirty (30) days to pay the same with interest commencing on the day next following the Completion Date (hereinafter referred to as the Extended Completion Date) PROVIDED ALWAYS THAT late payment interest of eight (8%) per centum per annum shall be payable calculated on a daily basis and the Completion Date shall be extended in the event that there is delay attributable to the Vendors, Developer and/or the Lender. For the purpose of this Agreement, delay shall mean a period of time in excess of fourteen (14) working days from:

3.1.1 the date a request is made for the redemption statement cum letter of undertaking (if any) from the Vendors financier (Lender) to the date of receipt by the Purchasers Solicitors or the Financiers Solicitors, as the case may be;

3.1.2 the date full payment of the redemption sum (if any) is made to the Lender to the date the Receipt and Reassignment and the Lenders Documents referred to in Clause 5.1.1 are received by the Purchasers Solicitors or the Financiers Solicitors, as the case may be. 3.2 Upon the happening of any of the events in Clauses 3.1.1 to 3.1.2, the Completion Date shall be extended the time period which is in excess of the said fourteen (14) working days.4.FAILURE OF PURCHASER IN PAYING THE BALANCE PURCHASE PRICEIf the Vendors have fulfilled all their obligations under this Agreement and if the Purchaser fails to pay the Balance Purchase Price together with interest, if any, in accordance with the terms of this Agreement, the Deposit paid shall be absolutely forfeited to the Vendors and all payments made in excess of the Deposit shall forthwith be refunded without any interest to the Purchaser. Further, the Purchaser shall return to the Vendors, all the documents with the interest of the Vendors remains intact and where vacant possession has been delivered, the Purchaser shall restore vacant possession to the Vendors and shall at his own costs and expenses withdraw or cause to be withdrawn immediately any private caveat and all other encumbrance created by the Purchaser and/or the Financier, such evidence to be produced to the Vendors. Thereafter this Agreement shall be terminated and neither party shall have any further claims against the other. The Vendors shall be entitled to resell the Property without notice to the Purchaser in such manner as the Vendors shall deem fit without having to account to the Purchaser for any profit made on such resale.5.PURCHASERS LOAN5.1 If the Purchaser is applying for a loan (the Loan) from a bank or a licensed financier (the Financier) to complete the purchase of the Property, the Purchaser shall procure an undertaking (the Financiers Undertaking) from the Financier to the Vendors directly:

5.1.1 to release a sum (the Redemption Sum) (if any) sufficient for redeeming the Property from the Lender upon the Lenders written undertaking to deliver a valid Receipt and Re-assignment and to deliver the original stamped Principal Agreement, the original stamped Loan Agreement, Deed of Assignment and other security documents referred to in this Agreement to perfect the assignment of the Property to the Purchaser (collectively referred to as the Lenders Documents) to the Financier or its Solicitors; and upon the Lenders further undertaking (if any) to refund the Redemption Sum paid in the event that the Receipt and Reassignment cannot be perfected for any reasons whatsoever, and/or

5.1.2to release the balance of the Loan or the Loan as the case may be to the Vendors on or before the Completion Date or the Extended Completion Date upon the Purchasers Solicitors undertaking to deliver to the Financier or its Solicitors the duly executed adjudicated and stamped Deed of Assignment.

5.2 Upon approval of the Purchasers Loan, the Purchaser shall pay the difference between the Balance Purchase Price and the Loan (Difference Sum), if any, to the Purchasers Solicitors as Stakeholders.

5.3 The Vendors shall within fourteen (14) days of request by the Purchasers Solicitors or Financiers Solicitors deliver an undertaking to refund to the Financier the Loan or any part released in the event that the Receipt and Reassignment and Deed of Assignment cannot be effected or perfected for any reason whatsoever.6.DEED OF ASSIGNMENT6.1 The Vendors shall upon execution of this Agreement execute a Deed of Assignment in respect of the Property and deliver the same to the Purchasers Solicitors who shall hold the same as stakeholders.

6.2 The Purchasers Solicitors shall upon receipt of the duly endorsed Deed of Assignment, shall forward the Deed of Assignment for adjudication and payment of the stamp duty payable. The Purchasers Solicitors shall undertake to forward the duly adjudicated and stamped Deed of Assignment to the Financier.

6.3 Where the Purchaser is not obtaining any financing, the Deed of Assignment duly executed by all parties shall be released by the Vendors to the Purchasers Solicitors upon full payment of the Balance Sum to the Purchasers Solicitors. The Purchasers Solicitors shall forthwith forward the Deed of Assignment for adjudication and proceed to stamp the same with ad valorem stamp duty upon due valuation.

7.DELIVERY OF DOCUMENTS7.1 The Vendors shall simultaneously with the execution of this Agreement deliver to the Purchasers Solicitors as stakeholders:

7.1.1a copy of the quit rent and assessment receipts for the current year;7.1.2 a copy of the national registration identity card of the Vendors; and7.1.3 particulars of the income tax reference no. of the Vendors and the place of assessment, (if applicable).7.2 Subject to the receipt of the Financiers Letter of Undertaking to the Vendors directly and payment of the Difference Sum by the Purchaser, the parties agree that the Principal Agreement, Deed of Assignment, Receipt and Reassignment and the Lenders Documents together with copy of current year receipt for the quit rent (if any) and assessment of the Property shall be released to the Purchasers Solicitors upon completion of the sale and purchase or to the Financiers Solicitors if the Purchaser shall be obtaining the Loan.

8.INSPECTION AND CONDITION

The Purchaser hereby confirm and declare that she has inspected the said Property and is satisfied with the condition state nature and character of the same and the Vendors hereby covenant with the Purchaser that the said Property shall be in and of the same condition state nature and character (fair wear and tear excepted) at the date of delivery of vacant possession as it is at the date of this Agreement. 9.REAL PROPERTY GAIN TAX

The parties hereby irrevocably and unconditionally and expressly confirm and agree that the Purchasers Solicitors shall be required to retain a sum of equivalent to 2 % of the Purchase Price as required under the Real Property Gain Tax Act, 1976 from the deposit (hereinafter referred to as the retention sum) in accordance with Section 21B of the Real Property Gain Tax Act, 1976 and to remit the relevant authority of the Real Property Gains Tax within 60 days from the date of disposal.

10.WARRANTIES AND REPRESENTATIONS10.1The Vendors warrant, represent and undertake with the Purchaser as follows:10.1.1 that the Vendors are the beneficial owner of the Property and have full power and authority to execute, deliver and perform the terms of this Agreement;

10.1.2 the Property will be free from all encumbrances whatsoever on the Completion Date or the Extended Completion Date, as the case may be;

10.1.3 save for what has been disclosed in this Agreement, the Vendors have not entered into any agreement to sell the Property or any part thereof or assigned or granted to any party any right, title and interest in the Property or granted any lease, option or easement in the Property;

10.1.4 there is no court proceeding threatened or instituted including bankruptcy or winding up proceedings against the Vendors or affecting the Property of which they are aware or ought reasonably to be aware;

10.1.5 save for what has been disclosed in this Agreement, the Vendors will not after the date of this Agreement sell, dispose, assign, lease or any way encumber the Property or any part thereof;

10.1.6 all quit rent, assessment, sewerage services and other outgoings that are due and payable shall be fully paid on the date of this Agreement;10.1.7 a certificate of fitness in respect of the Property has been issued by the relevant authority;

10.1.8 the Property shall be in and of the same condition, state, nature and character (fair wear and tear excepted) at the date of delivery of vacant possession as it is at the date of this Agreement;

10.1.9 the Vendors have not received any notices from any statutory or local authority which will or may prejudice or adversely affect the present or continued use and enjoyment by the Vendors of the Property or which will or may subject the Vendors to onerous charge or liability; and the Vendors shall give to the Purchaser immediate notice of any such notices which he has received after the date of this Agreement; AND10.1.10 the representations and warranties herein shall continue to have full force and effect notwithstanding the completion of the purchase of the Property.11.2 The truth and correctness of the matters stated in the warranties and representations set out in this Clause shall form the basis of the Purchasers commitment to purchase the Property. If any warranty or representation of the Vendors are found incorrect or if any undertaking of the Vendors are not carried out and/or if the Vendors shall fail to make full disclosure to the Purchaser of any material particular concerning the Property, then in such an event, the Purchaser shall be entitled by notice in writing to elect to:

11.2.1 complete the purchase of the Property in which event the Vendors shall indemnify and keep the Purchaser indemnified against all loss, damage, interest, costs and expenses (including solicitors costs on a solicitors and client basis) suffered or incurred by the Purchaser in completion the purchase of the Property; OR11.2.2 terminate this Agreement in which event the provisions of Clause 18 shall apply but failure to exercise this right shall not constitute a waiver of any other rights of the Purchaser arising out of any breach of covenant, representation or warranty.

12.RELEASE OF PURCHASE PRICEUpon receipt of the Receipt and Reassignment of the Property from the Lender, if any, and upon presentation of the Form 14A in favour of the Purchasers and Memorandum of Charge in favour of the Purchasers Financier for registration at the Land Office concern and provided that the conditions of the Purchasers Loan shall have been complied with, the Purchasers Solicitors shall release the Balance Purchase Price less the Redemption Sum (if any) , Retention Sum (if any) and all lawful deductions or payments within seven (7) working days from the date of presentation of the relevant documents for registration with the relevant land registry/office failing which the Stakeholder is hereby irrevocably authorised by the parties hereto to immediately release the Balance Purchase Price to the Vendor. 13.PAYMENT OF OUTGOINGS13.1 The Vendors shall prior to the Completion Date or the Extended Completion Date (as the case maybe) produce to the Purchaser the official receipts for the payment of all outgoings including quit rent, assessments or other charges levied by the relevant authorities and/or the Developer in respect of the said Property up to the current period of such levy.

13.2All quit rents, assessments rates; service and maintenances charges and other similar outgoings shall be apportioned between the parties hereto on the date of delivery of vacant possession and all moneys due from one party to the other shall be paid on the day of release of the Balance Purchase Price or the remainder thereof to the Vendors. The water and electricity deposits shall be paid by the Purchaser to the Developer, the relevant authorities or the Vendors as the case may be.

13.3 The Vendors shall pay for all other payments in respect of the Property due to the relevant authorities including drainage contribution and land premium, if such payments are applicable for the period prior the date of vacant possession.

13.4 The Purchaser shall within fourteen (14) days from the date of delivery of vacant possession of the Property, individually inform all the relevant local authority/department for, including but not limited to, (a) quit rent; (b) assessment; and (c) water, electricity and sewerage utilities, for the change of ownership of the Property. The Vendors shall, as reasonably necessary assist, provide any document and settle any outstanding payment pertaining to the outgoings above accrued prior to the delivery of the vacant possession of the Property in order to facilitate the Purchaser in performing the foregoing matters. The parties agree that the Purchasers Solicitors is not obliged to perform the foregoing matters. 13.5The Purchaser shall indemnify the Vendors for any penalty imposed by the relevant local authority/department onto the Vendors if the penalty is imposed due to the Purchasers failure to settle his outgoings for the period after the delivery of vacant possession of the Property or failure to carry out his obligation and likewise.

14. GOVERNMENT ACQUISITION14.1 The Vendors hereby warrant and represent to the Purchaser that as at the date of execution of this Agreement the Vendors have no knowledge of any intended acquisition of the Property or any part thereof nor have any reason to believe that the Property or any part thereof is subject to acquisition by any governmental statutory urban or municipal authority or that any advertisement in the Government Gazette of such intention has been published to either Section 4 or Section 8 of the Land Acquisition Act, 1960.

14.2 Notwithstanding the warranty or representation of the Vendors above, if the property or any part thereof is subject to intended acquisition whether by notification or by publication in the gazette or whether prior to or after the date of this Agreement but before the perfection of the assignment from the Vendors to the Purchaser, the Vendors shall immediately give notice to the Purchaser of such notification or publication, whereupon the Purchaser shall be entitled by notice to elect either to terminate this Agreement or to complete the purchase of the Property. The provisions of this clause shall not be deemed to be a waiver of the rights of the Purchaser.

14.3 In the event that the Purchaser elect to terminate the sale and purchase herein, the Vendors shall refund all monies within fourteen (14) days of the date of receipt of the Purchasers notice failing which the Vendors shall pay interest thereon at the rate of eight (8%) per annum calculated on a daily basis from the date of termination of this agreement to the date of payment by the Vendors.

14.4 In the event that the Purchaser elects to complete the purchase of the Property the Purchaser shall be entitled to all compensation payable. The Vendors shall immediately notify the relevant authority of the Purchasers interest in the Property and shall do all acts and things as the Purchaser may reasonably require at the cost of the Purchaser for the purpose of obtaining the best compensation.

15.VACANT POSSESSION15.1 The Vendors shall deliver vacant possession of the Property (together with all complete sets of keys of the Property) to the Purchaser or the Purchasers representative within five (5) working days from the date of full payment of the Purchase Price (together with late payment interest and the Purchasers portion of outgoings, if any). In the event that the Vendors fail to deliver vacant possession of the Property within the aforesaid time, the Purchaser shall be entitled to elect either of the following options:

15.1.1 the Vendors shall pay interest to the Purchaser at the rate of eight per cent (8%) per annum calculated on a daily basis on the Purchase Price from the next after the expiry of the five (5) working days mentioned in Clause 15.1 herein to the date the vacant possession is actually delivered.

15.1.2 the above options shall not be construed to mean that the Vendors shall be entitled to extension of time for delivery of vacant possession.15.2 The Vendor are also required to ensure that the balcony, the wall from 2nd room and the other areas which are leaking has been remedied and in a good condition upon the time of delivery of the vacant possession.

16.SPECIFIC PERFORMANCEIf the Vendors fail, omit and/or breach to complete the Sale and Purchase herein, the Purchaser shall be entitled to take such action in law as may be necessary to compel the Vendors to compel specific performance of this Agreement to complete the sale of the Property to the Purchaser. In addition, the Purchaser shall be entitled to claim against the Vendors any loss, damage, interest, costs and expenses (including Solicitors costs on a Solicitor and client basis) suffered by the Purchaser.17.CONSEQUENCES OF TERMINATION17.1 The Vendors shall forthwith upon receipt of the Purchasers notice of termination under Clause 11.2.2 or 16.1 above, pay to the Purchaser a sum equivalent to the Deposit as liquidated damages and refund to the Purchaser all monies paid by the Purchaser (the liquidated damages and refund of monies paid shall be referred to as the aforesaid sums) within fourteen (14) working days from the date of receipt of the notice of termination by the Vendors (the expiry of the said 14 days period shall be referred to as Termination Date) failing which the Vendors shall also pay to the Purchaser interest at the rate of Eight per centum (8%) per annum on a daily basis calculated from the Termination Date until the date of actual refund.

17.2 Upon receipt of the aforesaid sums together with interest, if any, the Purchasers Solicitors shall return to the Vendors within fourteen (14) working days of all documents forwarded by the Vendors or Vendors Financier or their Solicitors with the Vendors rights and interests intact, the withdrawal of any caveat entered by the Purchaser and/or the Purchasers Financier pursuant to this Agreement and redelivery of vacant possession of the Property to the Vendors (if already delivered.). Thereafter, neither party shall have any further claims against the other (save and except for antecedent breach) and the Vendors shall be entitled to resell the Property without notice to the Purchaser in such manner as the Vendors shall deem fit without having to account to the Purchaser for any profit made on such resale.18.COSTS18.1 The parties shall pay their respective solicitors the costs of and incidental to the preparation and execution of this Agreement and the Assignment of the Property but all stamp duty and registration fees shall be borne and paid by the Purchaser.

18.2 The Purchaser further agree to pay as and when required any additional or excess stamp duty and/or penalty that may be imposed by the Collector of Stamp Duty or such other competent authority or authority or authorities in respect of this Agreement and the Deed of Assignment.

18.3 The Vendors shall pay their own solicitors costs and disbursements in respect of the Receipt and Reassignment (if any) and confirmation charge. 19. DAMAGE OF PROPERTYIn the event that the Property is destroyed by fire, landslide or other Act of God to such an extent that it is irreparable to a habitable condition before the perfection the Deed of Assignment in favour of the Purchaser, the Purchasers shall be entitled to rescind this Agreement by written notice to the Vendors and the Vendors shall refund to the Purchaser all monies paid under this Agreement within fourteen (14) days of the date of the said notice.20.LEGAL PROCEEDINGSThe Vendors declare and warrant that there is no court proceeding threatened or instituted against the Vendors or affecting the Property of which it is aware or ought reasonably to be aware and acknowledge that the Purchaser is entering into this Agreement in reliance upon this declaration and warranty.21.KNOWLEDGE AND ACQUIESCENEKnowledge 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.22. NOTICE / LEGAL SERVICE

22.1 Any notice, request or demand required to be served by either party hereto

to the other under the provisions of this Agreement shall be in writing and

shall be deemed to be sufficiently served to the other:22.1.1 if any notice, request, demand or any legal process sent by the party or its Solicitors by prepaid registered or ordinary post to the respective address for service of the parties hereinbefore mentioned or its Solicitors and in such a case, it shall be deemed (whether it is actually delivered or not) to have been duly served and duly received by the party within five (5) working days from the day it is posted; or22.1.2 if it is dispatched by hand to the party or its Solicitors, it shall be deemed to have been received when receipt of the same is acknowledged by the party to be served or its Solicitors on the duplicate of the notice, request or demand; or 22.1.3 if is sent by facsimile, it shall be deemed to have been received when it ought in the ordinary course to have been received by the party to whom it is intended and subject to the sender possesses a transmission note.

Any changes of address by either party during the period of the transaction of this Agreement shall be communicated to directly each other or to his respective Solicitors and nothing done in reliance to subsection 23.1.1 to 23.1.3 above, shall be effected or prejudiced by any subsequent change in the address of service over which the other party has no actual knowledge of the time the act or thing was done or carried out.

23.DEFINITIONS23.1 In this Agreement where the context so admits:

23.1.1 Where there are two or more persons included in the term the Vendors and/or the Purchaser their liabilities under this Agreement shall be joint and several;

23.1.2Words 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; and

23.1.3 Working days herein shall mean a day (other than a Saturday, Sunday or Public Holiday) on which banks, licensed to carry on banking business under the provisions of the Banking and Financial Institutions Act 1989, are open for business in Selangor and Wilayah Persekutuan Kuala Lumpur.24.TIME

Time wherever mentioned shall be the essence of the contract.25.GENERALThis Agreement shall be binding upon the respective heirs, personal representatives and successors of the Vendors and the Purchaser.

26.AMENDMENTNo amendments and/or additions and/or alterations to the provisions of this Agreement shall be binding or effective unless reduced in writing and executed by all parties hereto.27.SEVERABILITYAny term, condition, stipulation, provision, covenant or undertaking in this Agreement which is 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 any such illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal, void or unenforceable any other terms, conditions, stipulations, provisions, covenants or undertakings herein contained.IN WITNESS WHEREOF the parties hereto have hereunto set their respective hands the day and the year first above written.

SIGNED by the said Vendors

)

)

)

in the presence of:

)

SIGNED by the said Purchaser

)

)

in the presence of:

)

SCH E D U L E 1(which shall be read and construed as an essential part of this Agreement)Section 1Date of Agreement:

Section 2Vendor(s)

:

Address :

Section 3Purchaser(s) :

Address

:

Section 4

Particulars of Property:

Section 5

Purchase Price

:Ringgit Malaysia xxxxxxxxxxxx Only

Section 6

Manner of payment :Simultaneously with execution of the Agreement the Purchaser shall pay sum of xxxxx being 10% Deposit of the Purchase Price; and

The Balance of Purchase Price amounting to xxxxxxxxx shall be paid to the Vendor(s) within three (3) months from the date of this Agreement or from the date receipt of the Developers Confirmation (hereinafter referred to as the Completion Date)._______________________________________________________________________Section 7

Balance Purchase Price :Ringgit Malaysia xxxxxxxxxxxxxxSection 8Completion Date :Three (3) months from the date of this Agreement or from the date receipt of the Developers Confirmation (whichever is later).Section 9Extended Completion Date:One (1) month from the expiry of the Completion

Date.

Section 10

Purchasers Solicitors

:MESSRS xxxxxxxxxxxxxxxxx

(Advocates & Solicitors)

xxxxxxxxxxxxxxSection 11Time of delivery of

:Upon full payment of balance purchase price.

vacant possession

PAGE 22Messrs xxxxxxAdvocates & Solicitors__________________________________________________________________________________________