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SALE AND PURCHASE AGREEMENT

THIS AGREEMENT is made on the date stated in Section 1 of the First


Schedule hereto.
Between:
I.

The party or parties whose name(s) and particulars are set out in Section
2 of the First Schedule hereto (Vendor) of the one part;

And
II.

The party or parties whose name(s) and particulars are set out in Section
3 of the First Schedule hereto (Purchaser) of the other part.

RECITALS:
(A)

The Vendor is the registered proprietor of a property more particularly referred to


and described in Section 4 of the First Schedule hereto (which property is
hereinafter referred to as "the Property").

(B)

*The Property is currently not charged to any financial institution and it is free from
encumbrances. / The Land is presently subject to the encumbrances specified in
Section 5 of the First Schedule hereto.

(C)

The Land is presently subject to the conditions specified in Section 6 of the First
Schedule hereto.

(D)

The Vendor is desirous of selling and the Purchaser is desirous of purchasing the
Property free from all charges and encumbrances on an as is where is basis with
vacant possession *and with the fixtures and fittings contained as stated in the
inventory list as annexed hereto in Annexure 1 hereto at the price stipulated in
Section 7(a) of the First Schedule hereto (Purchase Price) but subject to
such conditions and restrictions-in-interests in the title imposed by the Appropriate
Authorities on the said Property whether express or implied for the consideration
and on the terms and subject to the terms and conditions hereinafter appearing.

(E)

*The Vendor has elected not to be represented / The Vendor is represented by the
solicitors whose particulars are stated in Section 8 of the First Schedule hereto
(hereinafter referred to as the Vendors Solicitors) and *the Purchaser has
elected not to be represented / the Purchaser is represented by the solicitors whose
particulars are stated in Section 9 of the First Schedule hereto (hereinafter referred
to as the Purchasers Solicitors).

NOW IT IS HEREBY AGREED as follows:


1.

DEFINITIONS

1.1

In this Agreement, unless there is something in the subject or context


inconsistent with such construction or unless it is otherwise expressly
provided, the following words shall have the following meanings:

Agreement

: means this sale and purchase agreement made


between the Vendor and the Purchaser;

Appropriate
Authorities

: means all Federal, State and Local Government,


statutory, semi or quasi-government and/or other
authorities and bodies having jurisdiction at any time
and from time to time over the development on the
said Property or any part(s) thereof and/or any
matter(s) related thereto charged with the
administration of any applicable law or regulations on
the said Property;

Balance
Deposit

: means the sum as set-out in Section 7(c) of the


First Schedule hereto;

Balance
Purchase
Price

: means the sum as set-out in Section 7(e) of the


First Schedule hereto, being the balance of the
Total Purchase Price to be paid by the Purchaser to
the Vendor within the Completion Period or the
Extended Completion Period;

Business
Day

: means a day (other


public holiday) on
institutions are open
State in Kuala Lumpur

Chargee

: means the party or parties whose name(s) and


particulars are set out in Section 5 of the First
Schedule hereto;

Completion
Date

: means:

than a Saturday, Sunday or


which banks and financial
for business in the relevant
and Selangor;

(a)

where there is a Condition(s) Precedent to be


satisfied, the date of completion of the sale and
purchase of the Property which shall take place
on a Business Day on or before the expiration of

()
*months/days
from
the
Unconditional Date, subject to an automatic
extension of ( )*months/days
provided always that the Purchaser shall pay the
Vendor interest at the rate of percent
(%) per annum on the Balance Purchase
Price or any part thereof which remains
outstanding as at the expiry of the said
() *months/days period, calculated on a
daily basis from the date falling immediately
after () *months/days from the
Unconditional Date until the date of full payment
of the Balance Purchase Price or any part thereof
that remains outstanding, including all interest
thereon; or

(b)

where there is no Condition(s) Precedent to be


satisfied, the date of completion of the sale and
purchase of the Property which shall take place

on a Business Day on or before the expiration


of () *months/days from the date
of this Agreement, subject to an automatic
extension of () *months/days
provided always that the Purchaser shall pay
the Vendor interest at the rate of percent
(%) per annum on the Balance Purchase
Price or any part thereof which remains
outstanding as at the expiry of the said
() *months/days period , calculated on a
daily basis from the date falling immediately
after () *months/days from the
date of this Agreement until the date of full
payment of the Balance Purchase Price or any
part
thereof
that
remains
outstanding,
including all interest thereon;
Condition(s
) Precedent

: Means the condition(s) set out in the Second


Schedule hereto, as applicable;

Consent to
Transfer

: means the consent of the State Authority and/or Land


Registry for the transfer of the Property from the
Vendor to the Purchaser;

Deposit

: means collectively the Earnest Deposit and the


Balance Deposit or the sum as set-out in Section
7(d) of the First Schedule hereto;

DGIR

: means the Director General of Inland Revenue;

Differential
Sum

: means the difference between the Balance Purchase


Price and the Loan;

Earnest
Deposit

: means the sum as set-out in Section 7(b) of the First


Schedule hereto;

Financier

: means, in the event the Purchaser obtains a Loan, the


bank or financial institution providing the Loan to the
Purchaser to enable the Purchaser to complete the
purchase of the Property;

Land
Registry

: means the Land Registry or Land Office at which the


individual document of title to the Property will be
registered under the provisions of the NLC;

Memorandu
m
of Transfer

: means the valid registrable memorandum of transfer


in respect of the Property executed by the Vendor in
favour of the Purchaser;

Month

: means a calendar month;

NLC/Natio

: means the National Land Code, 1965 (Act 56) and

nal
Code

Land

includes any statutory amendment(s) modification(s)


variation(s) alteration(s) re-enactment(s) or recertification(s) thereof and all subsidiary legislation
enacted thereunder;

Parties

: means collectively the Vendor and the Purchaser and


Party shall, as the context requires, mean either the
Vendor or the Purchaser;

Property

: means all that piece and parcel of the property more


particularly described in Section 5 of the First
Schedule hereto;

Purchase
Price

: means the sum as set-out in Section 7(a) of the


First Schedule hereto;

Purchaser

: means the party or parties whose name(s) and


particulars are set out in Section 3 of the First
Schedule hereto;

Purchasers
Solicitors

: means the party or parties whose name(s) and


particulars are set out in Section 8 of the First
Schedule hereto;

Ringgit
Malaysia
RM

: means the lawful currency of Malaysia;


or

RPGT Act

: means the Real Property Gains Tax Act 1976 (Act 169);

State
Authority

: means the relevant governmental, statutory, urban,


municipal or other authority or department;

*Issue
Document of
Title/Strata
Title to the
Property

: means the *issue document of title/strata title to the


Property;

Uncondition
al Date

: means the date on which the Condition(s) Precedent


has been fulfilled in accordance with the provisions of
this Agreement;

Vendor

: means the party or parties whose name(s) and


particulars are set out in Section 2 of the First
Schedule hereto;

Vendors
Solicitor

: means the party or parties whose name(s) and


particulars are set out in Section 9 of the First
Schedule hereto.

1.2

1.3

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 denoting one gender include all other genders and words
denoting the singular include the plural and vice versa;

(b)

words denoting persons include corporations, and vice versa;

(c)

words and phrases, definitions of which are given in the National


Land Code, 1965, shall be construed as having the meaning thereby
attributed to them respectively, but excluding any statutory
modification thereof not in force at the date of this Agreement;

(d)

where a word or phrase is given a defined meaning in this


Agreement any other part of speech or other grammatical form in
respect of such word or phrase has a corresponding meaning;

(e)

where a word or phrase serves only to illustrate or emphasize any of


the provisions of this Agreement such word or phrase is not to be
construed, or to take effect, as limiting the generality of such
provision;

(f)

any reference to a recital, sub-paragraph, paragraph, sub-clause,


clause, schedule or party is to the relevant recital, sub-paragraph,
paragraph, sub-clause, clause, schedule or party of, or to, this
Agreement and any reference to this Agreement or any of the
provisions of this Agreement includes all amendments and
modifications made to this Agreement from time to time in force;

(g)

any reference to a statutory provision includes any modification,


consolidation or re-enactment thereof for the time being in force,
and all statutory instruments or orders made pursuant thereto;

(h)

any reference to "writing", or cognate expressions, includes any


communication effected by telex, cable, facsimile transmission or
other comparable means;

(i)

any reference to a "business day" is to a day (not being a Saturday


or Sunday) 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 Kuala Lumpur and Selangor, any
reference to a "day", "week", "month" or "year" is to that day, week,
month or year in accordance with the Gregorian calendar; and, any
reference to a time of day is to Kuala Lumpur time; and

(j)

if any period of time is specified from a given day, or the day of a


given act or event, it is to be calculated exclusive of that day and if
any period of time falls on a day, which is not a business day, then
that period is to be deemed to only expire on the next business day.

The Recitals and Schedules of this Agreement shall have effect and be
construed as an integral part of this Agreement but in the event of any
conflict or discrepancy between any of the Recitals, Schedules and/or

provisions of this Agreement, such conflict or discrepancy shall, for the


purposes of the interpretation and enforcement of this Agreement, be
resolved by:
(a)

giving the provisions contained in the Schedules of this Agreement


priority and precedence over the provisions contained in the Clauses
and Recitals of and to this Agreement ; and

(b)

giving the provisions contained in the Clauses of this Agreement


priority and precedence over the provisions contained in the Recitals
of and to this Agreement.

1.4

The headings and sub-headings in this Agreement are inserted merely for
convenience of reference and shall be ignored in the interpretation and
construction of any of the provisions herein contained.

2.

SALE AND PURCHASE AGREEMENT

2.1

In consideration of the Purchaser agreeing to pay to the Vendor the


Purchase Price, the Vendor hereby agrees to sell and the Purchaser hereby
agrees to purchase the Property on an as is where is basis with vacant
possession *and with the fixtures and fittings contained as stated in the
inventory list as annexed hereto in Annexure 1 hereto but subject to such
conditions and restrictions-in-interests in the title imposed by the
Appropriate Authorities on the said Property whether express or implied
for the consideration and on the terms and subject to the terms and
conditions hereinafter appearing.

2.2

On execution of this Agreement or as soon as practicable thereafter:


(a)

*where the Vendor is an individual


The Vendor shall deliver to the Purchaser and/or the *Purchasers
Solicitors /Vendors Solicitors two (2) true and complete copies of
the Purchasers national registration identity card with the
Purchasers sample signature thereon.
*where the Vendor is company
The Vendor shall deliver to the *Purchasers Solicitors/Vendors
Solicitors two (2) certified true copies each of the following
documents:(i)

the Memorandum and Articles of Association of the Purchaser


including its certificate(s) of incorporation;

(ii)

the Companies Regulations Forms 24 and latest Forms 44


and 49 of the Vendor; and

(iii)

valid and subsisting board of directors and shareholders


resolutions (the latter where necessary) of the Vendor
approving the sale of the Property to the Purchaser on the
terms and subject to the conditions herein stated, the
execution of this Agreement, the Memorandum of Transfer
and any other documents for the purposes of the purchase of

the Property and the affixation of the common seal on any of


such documents.
(b)

*where the Purchaser is an individual


The Purchaser shall deliver to the Vendor and/or the *Vendors
Solicitors/Purchasers Solicitors two (2) true and complete copies of
the Purchasers national registration identity card with the
Purchasers sample signature thereon.
*where the Purchaser is company
The Purchaser shall deliver to the Vendor and/or the *Vendors
Solicitors/ Purchasers Solicitors two (2) certified true copies each of
the following documents:(i)

the Memorandum and Articles of Association of the Purchaser


including its certificate(s) of incorporation;

(ii)

the Companies Regulations Forms 24 and latest Forms 44


and 49 of the Purchaser; and

(iii)

valid and subsisting board of directors and shareholders


resolutions (the latter where necessary) of the Purchaser
approving the purchase of the Property from the Vendor on
the terms and subject to the conditions herein stated, the
execution of this Agreement, the Memorandum of Transfer
and any other documents for the purposes of the purchase of
the Property and the affixation of the common seal on any of
such documents.

3.

MANNER OF PAYMENT OF PURCHASE PRICE

3.1

The Purchase Price shall be paid by the Purchaser to the Vendor in the
following manner:*If Earnest Deposit and Balance Deposit Paid
(a)
the Purchaser has prior to the date of this Agreement paid to the
Vendor the Earnest Deposit for the Property the receipt of which the
Vendor hereby acknowledges, and in the event of completion of the
sale and purchase herein, such sum shall be part payment towards
the Purchase Price;
(b)

upon execution of this Agreement, the Purchaser shall pay to the


Vendor the Balance Deposit for the Property the receipt of which the
Vendor hereby acknowledges, and in the event of completion of the
sale and purchase herein, such sum shall be part payment towards
the Purchase Price; and

(c)

the Purchaser shall pay or cause to be paid to the Vendor the


Balance Purchase Price on or before the Completion Date.

*If Deposit Pay Upon Execution of this Agreement


(a)
upon execution of this Agreement, the Purchaser shall pay to the
Vendor the Deposit for the Property the receipt of which the Vendor
hereby acknowledges, and in the event of completion of the sale

and purchase herein, such sum shall be part payment towards the
Purchase Price; and
(b)

the Purchaser shall pay or cause to be paid to the Vendor the


Balance Purchase Price on or before the Completion Date.

4.

CONDITION PRECEDENT

4.1

Where any one or more of the Condition(s) Precedent specified in the


Second Schedule hereto are applicable, this Agreement and the sale and
purchase of the Property shall be subject to such Condition(s) Precedent
being fulfilled by or before the expiry of the relevant CP Period, Extended
CP Period or Further Extended CP Period (as applicable and as the case may
be).

4.2

Where the Purchaser and/or the Vendor (as the case may be) is, pursuant
to the Second Schedule hereto, obliged to fulfil a Condition(s) Precedent,
the Purchaser and/or Vendor (as the case may be) shall at his/her/its own
cost and expense and within ()*Business Days/Days from the
date of this Agreement, do all such acts, deeds and things and complete,
execute and submit all such applications, forms, instruments and
documents whatsoever as may be necessary to fulfil such Condition(s)
Precedent by the relevant CP Period, Extended CP Period or Further
Extended CP Period (as applicable). The Purchaser and/or the Vendor (as
the case may be) shall forward a true, legible and complete copy of each
of all applications, forms, instruments, documents, letters of approvals and
any other correspondences and documents in respect of the Condition(s)
Precedent to be fulfilled by the Purchaser and/or the Vendor (as the case
may be) to the Vendor or the *Vendors Solicitors/Purchasers Solicitors or
the Purchaser or the *Purchasers Solicitors/Vendors Solicitors (as the case
may be) within ()*Business Days/Days of the Purchasers
receipt of the same.

4.3

Where any of the Condition(s) Precedent specified in the Second


Schedule hereto are applicable, this Agreement shall become
unconditional on the date on which all the relevant Condition(s) Precedent
are fulfilled in accordance with the provisions of this Agreement.

4.4

In the event that any Condition(s) Precedent has not been fulfilled by or
before the expiry of the Extended CP Period and the Parties hereto fail to
mutually agree to a Further Extended CP Period, each of the Parties shall
be entitled to terminate this Agreement by prior written notice to the
other. In the event of such termination, this Agreement shall lapse and be
deemed to be null and void and of no effect, and none of the Parties
hereto shall thereafter have any claim against the other Party hereto.
Only where such failure to fulfil the Condition(s) Precedent and consequent
termination is not due to reasons attributable to the Purchaser and/or the
Vendor, the Vendor shall refund to the Purchaser the Deposit (if already
fully paid to and received by the Vendor) free of any and all interest
whatsoever.

5.

LOAN AND COMPLETION OF THE SALE AND PURCHASE


*If Property is free from encumbrances

5.1

In the event the Purchaser obtains a loan or other facility (Loan) from
the Financier to enable the Purchaser to complete the purchase of the
Property from the Vendor, and provided that:
(a)

the Purchaser shall have obtained approval for the Loan from
Financier and shall have delivered to the Vendor and/or
*Vendors Solicitors/Purchasers Solicitors a true, legible
complete copy of a valid and binding letter of offer from
Financier duly accepted by the Purchaser;

the
the
and
the

(b)

the Purchaser shall have executed and/or caused to be executed all


security or other documents and shall have done all such acts and
things as may be required by the Financier for the release by or
before the Completion Date of the Loan to the Vendor;

(c)

the Purchaser shall cause the Financier to deliver to the *Vendors


Solicitors/Purchasers Solicitors its letter of undertaking addressed
to the Vendor to release the Loan to the Vendor in accordance with
the terms of this Agreement and by or before the Completion Date;
and

(d)

the Purchaser has paid to the Vendor and the Vendor has received
in full the Differential Sum;

then the Vendor shall, if so requested by the Financier or the Financiers


solicitors or the *Purchasers Solicitors/Vendors Solicitors and provided
that the Condition(s) Precedent has been fulfilled, deliver to the Financier
or the Financiers solicitors or the *Purchasers Solicitors/Vendors
Solicitors (as the case may be) the original *Issue Document of Title/Strata
Title, the Memorandum of Transfer, the quit rent and assessment receipts
for the current year and a letter of undertaking addressed to the Financier
to refund the Loan to the Financier in the event the Memorandum of
Transfer cannot be perfected for any reason directly attributable to the
fault of the Vendor resulting in the non-registration of the charge by the
Purchaser in favour of the Financier, for the Loan to be released to the
Vendor by or before the Completion Date, the original Letter of Consent to
Transfer (if applicable) and all other documents necessary for the
registration of the Memorandum of Transfer (hereinafter referred to as
the Transfer Documents).
5.2

Completion of the sale and purchase of the Property shall take place on
the Completion Date which shall be the date upon which the Purchaser
shall pay or cause to be paid to the Vendor the Balance Purchase Price in
immediately available funds without any deductions, set off, claims or
counter claims, which sum shall be deemed paid upon the Vendors or the
*Vendors Solicitors/Purchasers Solicitors receipt of a cashiers order or a
bank draft for the Balance Purchase Price from the Purchaser and/or the
Financier (as the case may be) or upon the Vendors or the *Vendors
Solicitors/Purchasers Solicitors receipt of written confirmation from its
bank that the entire amount of the Balance Purchase Price has been
credited into its account in immediately available funds free and clear
from all deductions, set offs, claims or counter claims.

5.3

The Vendor shall cause to be delivered the Transfer Documents to the


*Purchasers Solicitors/Vendors Solicitors / the Purchasers Financiers
Solicitors, as the case may be, within () *Business Day/days
of the *Vendors Solicitors/Purchasers Solicitors receipt of the Financiers
original letter of undertaking to release the Loan to the Vendor upon
presentation of the Memorandum of Transfer, the Transfer Documents and
the Financiers charge in favour of the Financier within the Completion
Date failing which the Completion Date shall be automatically extended,
free of interest, for the number of days commencing from the expiry of the
said stipulated period until the aforesaid documents and payments have
been received by the *Purchasers Solicitors/Vendors Solicitors or the
Purchasers Financiers Solicitors, as the case may be.

5.4

In the event the Purchaser shall be paying the Balance Purchase Price out
of its own funds, the parties hereby agree that :(a)

*where the Vendor is an individual


The Vendor shall within () *Business Day/days from the
date of receipt of such request deliver to the Purchasers Solicitors a
statutory declaration declaring that the Vendor is not bankrupt and
that are no pending bankruptcy petition(s) against the Vendor and
that no bankruptcy petition(s) has/have been filed against the
Vendor in any court of law as at the date thereof;
*where the Vendor is an individual
The Vendor shall within () *Business Day/days from the
date
of
receipt
of
such
request
by
the
*Vendors
Solicitors/Purchasers Solicitors deliver to the *Purchasers
Solicitors/Vendors Solicitors a statutory declaration by the directors
of the Vendor declaring that the Vendor is not wound-up and there
are no pending winding-up petition(s) against the Vendor and that
no winding-up petition(s) has/have been filed against the Vendor in
any court of law as at the date thereof;

(b)

The Vendor shall cause to be delivered to the *Purchasers


Solicitors/Vendors Solicitors the original Issue Document of
Title/Strata Title to the Property, the original Letter of Consent to
Transfer (if applicable), the current quit rent and assessment
receipts and all other documents necessary for the registration of
the Memorandum of Transfer in favour of the Purchaser (the
Transfer Documents) within () *Business Day/days
of the *Vendors Solicitors/Vendor receipt of a written confirmation
from the *Purchasers Solicitors/Purchaser confirming that the
Purchaser intends to settle the Balance Purchase Price in cash.

(c)

The *Purchasers Solicitors/Vendors Solicitors shall present the


Memorandum of Transfer for registration at the relevant Land
Registry not later than () *Business Day/days of receipt
of the Balance Purchase Price from the Purchaser by the *Vendors
Solicitors/Vendor as stakeholders PROVIDED that the *Purchasers
Solicitors/Vendors Solicitors are also in receipt of the Transfer
Documents;

(d)

5.5

5.1

the parties hereby authorise the *Vendors Solicitors/Purchasers


Solicitors to release the Balance Purchase Price together with the
late payment interest (if any) to the Vendor after ()
*Business Day/days from the date of presentation of the
Memorandum of Transfer in favour of the Purchaser together with
the Transfer Documents at the Land Registry PROVIDED ALWAYS
THAT vacant possession of the Property has already been delivered
by the Vendor to the Purchaser.

For the avoidance of doubt, notwithstanding any provisions to the contrary


in this Agreement, the sale and purchase of the Property shall not in any
manner whatsoever be conditional upon or be subject to the Purchaser
obtaining the Loan, and the Parties shall proceed to complete the sale and
purchase of the Property even if the Loan is not obtained and/or even if
any deed of assignment (by way of security) by the Purchaser in favour of
the Financier is not perfected for any reason whatsoever, provided that
such reason (if any) is not directly attributable to the fault of the Vendor.
*If the Property is encumbered
In the event the Purchaser obtains a loan or other facility (Loan) from
the Financier to enable the Purchaser to complete the purchase of the
Property from the Vendor, and provided that:
(a)

the Purchaser shall have obtained approval for the Loan from
Financier and shall have delivered to the Vendor and/or
*Vendors Solicitors/Purchasers Solicitors a true, legible
complete copy of a valid and binding letter of offer from
Financier duly accepted by the Purchaser;

the
the
and
the

(b)

the Purchaser shall have executed and/or caused to be executed all


security or other documents and shall have done all such acts and
things as may be required by the Financier for the released by or
before the Completion Date of the Loan to the Vendor;

(c)

the Purchaser shall cause the Financier to deliver to the *Vendors


Solicitors/Purchasers Solicitors its letter of undertaking addressed
to the Vendor in accordance with the terms of this Agreement and
by or before the Completion Date; and

(d)

the Purchaser has paid to the Vendor and the Vendor has received
in full the Differential Sum;

(e)

Subject to the Purchaser compliance of Clauses 5.1Error: Reference


source not found,5.1(b), 5.1Error: Reference source not found and 5.1(d)
above, the Vendor shall, if so requested by the Financier or the
Financiers solicitors, within () *Business Days/Days
from the date of receipt of such request by the *Vendors
Solicitors/Purchasers Solicitors execute and deliver to the Financier
or the Financier's solicitors a letter of undertaking, undertaking to
refund the Loan or such part thereof so released to the Vendor or for
the Vendors account to the Financier in the event the Memorandum
of Transfer cannot be perfected for any reason directly attributable
to the fault of the Vendor resulting in the non-registration of the

charge by the Purchaser in favour of the Financier, for the Loan to


be released to the Vendor by or before the Completion Date;
(f)

the Vendor shall within () *Business Days/Days from


the date of receipt of such request by the *Vendors
Solicitors/Purchasers Solicitors deliver or cause to be delivered to
the Financier or the Financier's solicitors an original redemption
statement cum letter of undertaking addressed to the Purchaser from
the Lender (hereinafter referred to as the Redemption
Statement) (in the Lender's format) from the Lender in favour of
the Financier; failing which the Completion Date shall be
automatically extended, free of interest, for the number of days
commencing from the expiry of the said stipulated period until the
Redemption Statement has been received by the *Purchasers
Solicitors/Vendors Solicitors or the Purchasers Financiers Solicitors,
as the case may be.

(g)

The Vendor undertakes that the Vendor shall forthwith redeem the
Property from the Chargee and for this purpose the Vendor hereby
authorises the *Vendors Solicitors/Purchasers Solicitors obtain the
Redemption Statement from the Chargee on the Vendors behalf
and the parties hereto further authorise the *Vendors
Solicitors/Purchasers Solicitors to utilize part of the Balance
Purchase Price to pay the Redemption Sum to the Chargee and to
attend to the discharge and the release of the original *Issue
Document of Title/Strata Title to the Property, the Duplicate Charge
to the Charge and such other documents in the Chargees custody
required to attend to the discharge of the Charge by the Chargee
and the valid and registrable withdrawal of private caveat from for
the withdrawal of the Chargees private caveat to the Property
(hereinafter all are collectively referred to as the Discharge
Documents) from the Chargee to the Vendors and the release of
the Discharge Documents by the *Vendors Solicitors/Purchasers
Solicitors to the *Purchasers Solicitors/Purchasers Financiers
Solicitors.

(h)

The *Vendor shall cause the Vendors Solicitors to / Vendor shall


within () *Business Days/Days from the date of receipt
of the redemption sum (hereinafter referred to as the
Redemption Sum) from the Financier or the Financier's solicitors
deliver or cause to be delivered to the Financier or the Financier's
solicitors the Transfer Documents and the Discharge Documents and
such other relevant documents; failing which the Completion Date
shall be automatically extended, free of interest, for the number of
days commencing from the expiry of the said stipulated period until
the aforesaid documents have been received by the *Purchasers
Solicitors / Vendors Solicitors or the Purchasers Financiers
Solicitors, as the case may be.

(i)

the parties hereby authorize the *Vendors Solicitors/Purchasers


Solicitors to release the Balance Purchase Price together with late
payment interest (if any) less the Redemption Sum and the
Retention Sum (if any) to the Vendor after () *Business
Days/Days of the *Vendors Solicitors/Purchasers Solicitors receipt

of the same PROVIDED vacant possession of the Property has


already been delivered to the Purchaser.
5.2

The Vendor hereby acknowledges agrees and confirms that the payment
and remittance of such Redemption Sum to the Lender by the *Vendors
Solicitors/Purchasers Solicitors on the Vendors behalf shall be towards
account of the Balance Purchase Price of the Property up to the portion of
the Redemption Sum paid.

5.3

In the event the Purchaser shall be paying the Balance Purchase Price out
of their own funds, the parties hereby agree that :(a)

The Vendor shall within () *Business Days/Days from


the date of receipt of such request by the *Purchasers
Solicitors/Vendors Solicitors deliver or cause to be delivered to the
*Purchasers Solicitors/Vendors Solicitors an original Redemption
Statement cum letter of undertaking addressed to the Purchaser
from the Lender; failing which the Completion Date shall be
automatically extended, free of interest, for the number of days
commencing from the expiry of the said stipulated period until the
Redemption Statement has been received by the *Purchasers
Solicitors /Vendors Solicitors or the Purchasers Financiers
Solicitors, as the case may be.

(b)

upon receipt of the Redemption Statement from the Lender


addressed directly to the Purchaser, the Purchaser shall release the
Redemption Sum to the *Vendors Solicitors/Purchasers Solicitors
who are authorised to forthwith pay or remit such Redemption Sum
to the Lender in exchange for the Transfer Documents and the
Discharge Documents and such other relevant documents;

(c)

The *Vendor shall cause the Vendors Solicitors to / Vendor shall


within () *Business Days/Days from the date of receipt
of the Redemption Sum from the *Purchasers Solicitors/Vendors
Solicitors deliver or cause to be delivered to the *Purchasers
Solicitors/Vendors Solicitors the Transfer Documents and the
Discharge Documents and such other relevant documents; failing
which the Completion Date shall be automatically extended, free of
interest, for the number of days commencing from the expiry of the
said stipulated period until the aforesaid documents have been
received by the *Purchasers Solicitors/Vendors Solicitors or the
Purchasers Financiers Solicitors, as the case may be.

(d)

*The Purchasers Solicitors/The Purchaser shall in simultaneous


exchange for the Transfer Documents and the Discharge Documents
release the Balance Purchase Price less the Redemption Sum
(hereinafter referred to as the Final Balance Purchase Price)
to the Vendors Solicitors as stakeholders.

(e)

The parties hereby authorise the Vendors Solicitors to release the


Final Balance Purchase Price less the Retention Sum (if any) to the
Vendor within () *Business Days/Days of the Vendors
Solicitors receipt of the same from the *Purchasers Solicitors/the
Purchaser PROVIDED THAT the vacant possession of the Property

has already been delivered to the Purchaser. / The parties hereby


authorise the Purchasers Solicitors to release the remaining
Balance Purchase Price less the Retention Sum (if any) to the
Vendor within () *Business Days/Days of the Vendors
receipt of the same from the Purchasers Solicitors PROVIDED
THAT the vacant possession of the Property has already been
delivered to the Purchaser.
6.

EXECUTION OF MEMORANDUM OF TRANSFER

6.1

The Vendor shall simultaneously with the execution of this Agreement sign
a valid Memorandum of Transfer and the relevant forms for stamp duty and
deliver the same to the *Purchasers Solicitors / Vendors Solicitors for
immediate submission to the Collector of Stamp Duties for adjudication of
ad valorem stamp duty payable thereon.

6.2

The *Vendors Solicitors/Purchasers Solicitors are hereby expressly


authorized by the parties hereto to deal with the duly executed,
adjudicated, stamped, valid and registrable Memorandum of Transfer in the
following manner:(a)

In the event the Purchaser does not obtain the Loan from the
Purchasers Financier, to present the Memorandum of Transfer for
registration at the relevant Land Registry upon full payment of the
Balance Purchase Price and late payment interest (if any) to the
*Vendors Solicitors/Purchasers Solicitors, as stakeholders, in
accordance with the terms herein contained; and

(b)

In the event that the Purchaser obtains the Loan from the
Purchasers Financier, to release the Memorandum of Transfer to the
Purchasers Financiers solicitors for registration at the relevant Land
Registry upon the *Vendors Solicitors/Purchasers Solicitors receipt
of the original of the Purchasers Financiers letter of undertaking
addressed to the Vendor to release the Loan to the Vendor in
accordance with the terms of this Agreement and by or before the
Completion Date and the Differential Sum, if any.

7.

RESPECTIVE COVENANTS BY THE VENDOR AND THE PURCHASER

7.1

The Vendor hereby warrants, covenants and undertakes with the Purchaser
as follows :(a)

that the recitals which form part of this Agreement are true and
correct and all material information has been given to the
Purchaser;

(b)

that the Vendor is the registered and the beneficial proprietor(s) of


the Property and has the full power to sell the Property and to
accept the Purchase Price;

*Where the Vendor is an individual


(c)
the Vendor is legally competent to execute, deliver and perform the
terms of and all his obligations under this Agreement, and has full

right, power and authority to enter into this Agreement and perform
the transactions contemplated hereby;
(d)

this Agreement has been duly executed and delivered by the Vendor
and constitutes the valid and binding obligations of the Vendor,
enforceable against the Vendor in accordance with the terms hereof;

(e)

the Vendor is not an undischarged bankrupt and no bankruptcy


proceedings whatsoever have been commenced or are threatened
against the Vendor, and no receiver has been appointed in respect
of the whole or any part of the Vendors property or assets and/or
undertakings;

*Where the Vendor is company


(c)
the Vendor is a company duly incorporated and existing under the
laws of Malaysia and has full right, power and authority to enter into
this Agreement and perform the transactions contemplated hereby;
(d)

this Agreement has been duly executed and delivered by the Vendor
and constitutes the valid and binding obligations of the Vendor,
enforceable against the Vendor in accordance with the terms
thereof;

(e)

no order has been made, winding-up petition presented against the


Vendor or meeting convened for the Vendors winding-up or for the
appointment of a provisional liquidator, and no receiver has been
appointed in respect of the whole or any part of its property, assets
and/or undertaking.

*(f)

that the Vendor has not prior to the date hereof agreed to sell the
Property nor granted any option or the right of first refusal to any
person and in the event of such agreement, that the Vendor has
lawfully terminated and/or revoked the same. The Vendor has not
granted any power of attorney to any person, corporation or body
corporate or unincorporate in respect of the Property;

(g)

that there are no pending legal proceedings and/or claims against


the Vendor which may affect in any way the Vendors title to or the
rights to dispose of the Property. The Vendor has not granted any
right of access or easements over or upon the Property to any
person, corporation or body corporate or unincorporate;

(h)

that *save for the existing Charge in favour of the Chargee (if the
Property is encumbered), the Property is not subject to any
encumbrances, caveats or prohibitory orders as at the date hereof
and the Vendor shall not charge transfer assign encumber or
howsoever deal with the Property from the date hereof;

(i)

that there are no outstanding notices in respect of the Property


served upon the Vendor;

(j)

that the Vendor has fully settled all outstanding outgoings in respect
of the Property and shall continue to do so until the date of delivery
of vacant possession of the Property to the Purchaser;

7.2

(k)

that the Vendor has the legal capacity to enter into this Agreement
and that in doing so the Vendor(s) will not contravene any law nor
breach any contractual obligation on the Vendors part;

(l)

that as at the date hereof, the Property is not subject to any actual
or intended acquisition proceedings;

(m)

that all renovations and extensions are done in accordance with


building plans and specifications approved by the relevant
authorities; and

(n)

that all renovations and extensions are done in accordance with


building plans and specifications approved by the relevant
authorities; and

(o)

that the redemption sum due to the Chargee as at the date of this
Agreement is less than the Balance Purchase Price.

The Vendor hereby warrants, covenants and undertakes with the Purchaser
as follows :*Where the Purchaser is an individual
(a)
the Purchaser is legally competent to execute, deliver and perform
the terms of and all his obligations under this Agreement, and has
full right, power and authority to enter into this Agreement and
perform the transactions contemplated hereby;
(b)

this Agreement has been duly executed and delivered by the


Purchaser and constitutes the valid and binding obligations of the
Purchaser, enforceable against the Purchaser in accordance with the
terms hereof; and

(c)

the Purchaser is not an undischarged bankrupt and no bankruptcy


proceedings whatsoever have been commenced or are threatened
against the Purchaser, and no receiver has been appointed in
respect of the whole or any part of the Purchasers property or
assets and/or undertakings.

*Where the Purchaser is company


(a)
the Purchaser is a company duly incorporated and existing under
the laws of Malaysia and has full right, power and authority to enter
into this Agreement and perform the transactions contemplated
hereby;
(b)

this Agreement has been duly executed and delivered by the


Purchaser and constitutes the valid and binding obligations of the
Purchaser, enforceable against the Purchaser in accordance with the
terms thereof; and

(c)

no order has been made, winding-up petition presented against the


Purchaser or meeting convened for the Purchasers winding-up or
for the appointment of a provisional liquidator, and no receiver has

been appointed in respect of the whole or any part of its property,


assets and/or undertaking.
7.3

The parties acknowledge that the Vendor and the Purchaser have agreed
to enter into this Agreement on the basis of and in full reliance upon the
aforesaid representations, covenants, warranties and declarations which is
true and correct in all respects. It is hereby agreed that in the event that
there is a breach of the representations, covenants or warranties
contained, in Sections 7.1 and 7.2 respectively, the party who is in breach
of the representations, covenants or warranties (hereinafter referred to as
the Default Party) shall (if such breach can be remedied) rectify the said
breach within seven (7) Business Days of the Default Partys solicitors
request requiring such rectification. The Default Party further agrees to
indemnify the other party and keep the other party fully indemnified
against all damages losses proceedings actions expenses and/or claims
whatsoever which the other party may suffer by reason of or arising out of
any breach of the declarations and representations herein.

8.

VACANT POSSESSION OF THE PROPERTY

8.1

Vacant possession of the Property shall be delivered by the Vendor to the


Purchaser within () *Business Day/days from the date of
receipt by the of the Balance Purchase Price in full.

8.2

In the event that the Vendor fails to deliver the vacant possession of the
Property to the Purchaser in accordance with the provisions of this section,
the Vendor shall pay to the Purchaser interest calculated at percent
(%) per annum on the Purchase Price calculated on a daily basis until
the date that the Vendor delivers the vacant possession of the Property to
the Purchaser.

8.3

If prior to the delivery of the vacant possession of the Property to the


Purchaser, the Property shall be destroyed or damaged by fire or acts of
god completely or substantially, the Purchaser shall be entitled to
terminate this Agreement by notice in writing to the Vendor whereupon
the Vendor shall within () *Business Day/days from the date
of such notice refund to the Purchaser the Deposit and any other monies
paid by the Purchaser towards the Purchase Price of the Property and
thereafter this Agreement shall be deemed null and void and of no further
effect and neither party shall have any claims against the other. In the
event the Purchaser elects to terminate this Agreement and the Vendor
fails to refund and/or pay the Deposit and all other monies paid by the
Purchaser within () *Business Day/days from the date of the
Purchasers notice of termination, the Vendor shall pay to the Purchaser
interest at the rate of percent (%) per annum on the Deposit,
all other monies paid by the Purchaser to the Vendor calculated on a daily
basis until the date of the Purchasers receipt from the Vendor of the
Deposit, all other monies paid by the Purchaser to the Vendor and accrued
interest.

8.4

In the event that the Property is only destroyed partially prior to the
delivery of the vacant possession, the Vendor shall at its/their own cost
and expense restore the Property to the same condition, state, nature and
character as at the date of inspection of the Property by the Purchaser.

8.5

For the purpose of this Agreement, risks in the Property shall pass to the
Purchaser on the date of delivery of vacant possession of the Property by
the Vendor to the Purchaser.

9.

NON REGISTRATION OF TRANSFER

9.1

In the event that the Memorandum of Transfer cannot be registered for


whatever reasons due to no fault of the Vendor nor the Purchaser and due
to a defect which is not rectifiable at the appropriate Land Registry, then
the Vendor shall within () *Business Day/days from the date of
receipt of the notice of termination from the Purchaser refund to the
Purchaser or the Purchasers Financier, as the case may be, all monies paid
to the Vendor towards the Purchase Price, pursuant to this Agreement, free
of interest in exchange for the
(a)

documentary evidence that the Purchaser has withdrawn any private


caveat entered against the Property by the Purchaser and/or the
Purchasers Financier;

(b)

re-deliver vacant possession of the Property in the same state and


conditions (fair wear and tear excepted) (if it has already been
delivered to the Purchaser) at the Purchasers own cost and expense;

(c)

return of the original *Issue Document of Title/Strata Title to the


Property and all other documents deposited with or delivered to the
Purchaser and/or the Solicitors and/or the Purchasers Financier
and/or the Purchasers Financiers Solicitors, including but not
limited to the Memorandum of Transfer with the Vendors interest
intact, once the same is returned by the Land Registry;

failing which interest calculated at the rate of percent (%) per


annum on a daily basis for the period commencing from the day after the
expiry of () *months/days of such demand to the date of actual
payment shall be payable to the Purchaser. The Vendor is not obliged to
make any refund until the Purchaser is ready to comply his/her/its
obligations herein.
Thereafter this Agreement shall be terminated and shall be null and void
and of no further force or effect and neither party hereto shall have any
further rights and claims against the other save and except for any
antecedent breach of this Agreement.
9.2

Upon the occurrence of the event as set-out in Section Error: Reference


source not found hereof, the Purchaser shall be entitled to retain the
Memorandum of Transfer for the purpose of seeking the refund of the
stamp duty which has been paid on the Memorandum of Transfer from the
Stamp Office. Upon obtaining the refund of the stamp duty, the Purchaser
shall return the Memorandum of Transfer to the Vendor provided always
that the Purchaser has received the Memorandum of Transfer from the
stamp office.

9.3

In the event that the Memorandum of Transfer of the Property cannot be


registered in the name of the Purchaser due to any caveat lodged by a

third party or any Prohibitory Order AND PROVIDED THAT SUCH lodgment
of caveat or Prohibitory Order is not attributable to the Purchaser or the
Purchasers Financier, the Purchaser shall delay the completion of the sale
and the Purchaser shall not be liable to pay the Vendor any interest on the
Balance Purchase Price or loss or damage arising from any delay in
completing the sale until the Vendor resolve the problem affecting
registration of the Property in the name of the Purchaser within
() *months/days from the date of receipt of notification of such
encumbrance(s), failing which, the Purchaser at his/her/their absolute
discretion may exercise any of the following options :(i)

terminate this Agreement, in which event the Vendor shall within


() *Business Day/days from the date of receipt of the
notice of termination from the Purchaser refund to the Purchaser or
the Purchasers Financier, as the case may be, all monies paid to the
Vendor towards the Purchase Price, pursuant to this Agreement, free
of interest in exchange for the Purchaser compliance as set out in
Sections Error: Reference source not foundError: Reference source not
found, Error: Reference source not found(b) and Error: Reference source not
found(c) above failing which interest at the rate of Eight percent (8%)
per annum calculated on daily basis shall be paid by the Vendor on
such sums that remain outstanding. Thereafter this Agreement shall
be rendered null and void and neither party hereto shall have any
claim against the other in respect of the Property save and except
for any antecedent breach of this Agreement; or

(ii)

proceed with the completion of the sale in which event the Vendor
shall bear and pay the cost and expenses reasonably incurred by
the Purchaser to remove the encumbrance preventing registration
of the Memorandum of Transfer.

PROVIDED THAT if such encumbrance occurs after the execution of this


Agreement and the Purchaser(s) has/have exercised the option under
Section Error: Reference source not found(ii) above, the Completion Period
shall be extended free of interest, for the number of days commencing
after the expiry of () *months/days from the date of receipt of
notification of such encumbrance until such encumbrance has been
removed.
10.

DEFAULT BY THE VENFOR

10.1

In the event that the Purchaser shall have performed and observed all
his/her/its obligations herein stated but the Vendor shall fail to complete this
transaction the Purchaser shall be entitled at his/her/its option to :(a)

specific performance against the Vendor and all reliefs flowing


therefrom, or

(b)

to terminate this Agreement by notice in writing (hereinafter referred


to as "the Election Notice") served on the Vendor and to elect to
accept a sum equivalent to the Deposit as agreed liquidated
damages (hereinafter referred to as "the Agreed Liquidated
Damages") from the Vendor who shall on or before the expiry of

() *Business Day/days from the date of receipt of the


Election Notice pay the Agreed Liquidated Damages to the Purchaser
and cause the Deposit and all other monies (if any) paid by the
Purchaser pursuant to this Agreement, free of interest to be refunded
in exchange for the Purchasers compliance as set out in Sections
Error: Reference source not foundError: Reference source not found, Error:
Reference source not found(b) and Error: Reference source not found(c)
above failing which interest at the rate of percent (%)
per annum calculated on daily basis shall be paid by the Vendor on
such sums that remain outstanding. The Vendor is not obliged to
make any refund until the Purchaser is ready to comply his
obligations herein.
Thereafter this Agreement shall be terminated and shall be null and void
and of no further force or effect and neither party hereto shall have any
further rights and claims against the other save and except for any
antecedent breach of this Agreement.
11.

DEFAULT BY THE PURCHASER

11.1

In the event that the Purchaser is in breach of any provisions of this


Agreement including the failure to pay the balance of the Purchase Price by
the Completion Date, the Vendor shall be entitled at his/her/its option to :(a)

specific performance against the Vendor and all reliefs flowing


therefrom, or

(b)

to terminate this Agreement by the Election Notice served on the


Purchaser and the Deposit is to be forfeited absolutely to the Vendor
as agreed liquidated damages and the Vendor shall in exchange for
the Purchasers compliance as set out in Sections Error: Reference
source not foundError: Reference source not found, Error: Reference source
not found(b) and Error: Reference source not found(c) above refund to the
Purchaser free of interest any sum in excess of the Deposit and
thereafter this Agreement shall be deemed terminated and shall
thereupon be null and void and of no further effect and neither of the
parties hereto shall have any claim against the other under or in
respect of this Agreement and the Vendor shall have the absolute
right to resell the Property to such person(s) in such manner and at
such price and terms as the Vendor may think fit. The Vendor is not
obliged to make any refund until the Purchaser is ready to comply
his/her/its obligations herein.

12.

APPORTIONMENT
OUTGOINGS

OF

QUIT

RENT,

ASSESSMENT

AND

OTHER

12.1

It is hereby agreed by the Vendor and the Purchaser that the payment of
the quit rent, assessment rates, taxes, Indah Water Konsortium charges
and all other outgoings in respect of the Property shall be apportioned
between the parties hereto as at the date that the vacant possession of
the Property is delivered to the Purchaser.

12.2

All electricity, water and telephone charges in respect of the Property shall
be fully settled by the Vendor prior to the date of handing over of vacant

possession of the Property to the Purchaser and copies of the duly settled
bills shall be forwarded to the *Purchasers Solicitors/Vendors Solicitors.
12.3

The Purchaser shall reimburse the Vendor with any deposits paid by the
Vendor to the management which are transferable to the Purchaser
provided the Purchaser or the *Purchasers Solicitors/Vendors Solicitors are
furnished with documentary evidence of the Vendors depositing such sums
with the management.

13.

LODGEMENT OF PRIVATE CAVEAT

13.1

Immediately after the execution of this Agreement, the Purchaser shall be


entitled at their own cost and expense present and register a private caveat
against the Property for the purpose of protecting the Purchasers interest in
the Property and prohibiting any dealings by the Vendor in the Property
prior to the completion or lawful termination of this Agreement, as the case
may be, PROVIDED ALWAYS that prior to the Purchaser lodging the private
caveat as aforesaid the Purchaser shall have first executed and delivered
for deposit with the *Purchasers Solicitors/Vendors Solicitors a valid and
registrable withdrawal of private caveat together with the requisite
registration fees as stakeholders who shall be authorised to attend to the
same for purposes of facilitating the transfer of the Property or, as the case
may be, upon the lawful termination of this Agreement the Purchaser shall
forthwith at its own costs and expense remove all caveats, if any, lodged by
the Purchaser against the Property failing which the Purchaser shall
indemnify the Vendor for any loss, damage or costs suffered by the Vendor
as a result thereof.

14.

GOVERNMENT ACQUISITION

14.1

The Vendor hereby covenants, undertakes, warrants and represents to and


with the Purchaser that to the best of their knowledge information and
belief the Property is not subject to any acquisition proceedings and no
acquisition is pending as at the date of this Agreement.

14.2

In the event of the Property or any part thereof shall be acquired or


subjected to an intended acquisition by the Government or any other
authority at any time after execution of this Agreement and prior to the
presentation of the Memorandum of Transfer to the Land Registry for
registration, the Vendor shall forthwith notify the Purchaser of any such
acquisition or intended acquisition wherein the Purchaser shall have the
option to terminate or continue in the sale and purchase herein.
(a)

in the event the Purchaser elect to terminate this Agreement


whereupon the Vendor shall refund to the Purchaser the Deposit and
any other sums paid hereunder, free of interest Provided That the
Purchaser shall have returned the original Strata Title to the
Property and all other documents deposited with or delivered to the
Purchaser and/or the *Purchasers Solicitors/Vendors Solicitors
and/or the Purchasers Financier and/or the Purchasers Financiers
solicitors, including but not limited to the Memorandum of Transfer
with the Vendors interest intact, redelivered vacant possession of
the Property in the same state and condition (fair wear and tear
excepted) (if it has already been delivered to the Purchaser) and

withdrawn any private caveats lodged by the Purchaser and/or the


Purchasers Financier and this Agreement shall be rendered null and
void and neither party hereto shall have any claim against the
other in respect of the Property save and except for any antecedent
breach of this Agreement. The Vendor shall not be obliged to make
any refund until the Purchaser has complied with his/her/their
obligations herein; or
(b)

in the event the Vendor proceed with the sale and purchase in
accordance with the terms and conditions herein (in which event the
Purchaser shall not be entitled to any reduction in the Purchase
Price), the Vendor shall also notify the Government or other authority
of the Purchasers interest in the Property. In the event the Purchaser
elects to continue with the sale and purchase therein, the Purchaser
shall within () *months/days of receipt of the Vendors
notice forward his/her/their notice of election to continue to the
Vendor and shall thereafter be entitled to compensation paid or to be
paid by the acquiring authority and attend all inquiries and raise any
objection and/or appeal against any decision made by the acquiring
authority in respect of such acquisition.

14.3

In the event of the Property or any part thereof shall be acquired or


subjected to an intended acquisition by the Government or any other
authority at any time after the presentation of the Memorandum of Transfer
to the relevant authority for registration, such acquisition or intended
acquisition shall not nullify or invalidate the sale and purchase herein nor
shall it be any ground for any adjustment of the Purchase Price and subject
to the full payment of the Purchase Price in accordance with the provisions
of this Agreement all monies payable by way of compensation by the
government statutory urban municipal or other authority shall belong to the
Purchaser.

15.

SCHEDULES AND/OR ANNEXURES HERETO FORM ESSENTIAL PART


OF THIS AGREEMENT
All the Schedules and/or Annexures annexed hereto shall be taken and
construed as an essential part of this Agreement.

16.

LEGAL FEES AND DISBURSEMENT

16.1

Each party shall bear its own Solicitors fees and costs but the stamp
duties registration fees and other charges incidental to this Agreement
and the Memorandum of Transfer shall be borne solely by the Purchaser.

16.2

The costs and expenses towards the preparation and completion of the
Discharge of Charge from the Chargee shall be borne by the Vendor.

17.

NOTICE

17.1

Any notice or other communication to be given under or in respect of this


Agreement shall be in writing and may be delivered, given or sent by :(a)

hand or courier;

17.2

(b)

registered or other certified mail, postage prepaid; or

(c)

facsimile transmission.

Any notices and communications to be given under or in respect of this


Agreement shall be deemed to have been duly served upon and received
by the addressee :(a)

if delivered by hand or courier prior to 5.00 p.m. on a business day, at


the time of delivery to the addressee or, if delivered by hand or
courier at any other time, at 9.00 a.m. on the next business day
following the date of delivery to the addressee;

(b)

if sent by registered or other certified mail, postage paid, on the third


(3rd) business day after posting; irrespective of whether the
addressee received the same; or

(c)

if transmitted by way of facsimile transmission prior to 5.00 p.m. on a


business day, at the time of transmission, or if transmitted by way of
facsimile transmission at any other time, at 9.00 a.m. on the next
business day following the date of such transmission.

18.

TIME OF ESSENCE

18.1

Time wherever mentioned shall be the essence of this Agreement.

19.

BINDING EFFECT

19.1

This Agreement is binding on the persons deriving title thereunder,


successors-in-title and permitted assigns of the Purchaser(s) and the
Vendor(s) respectively.

20.

ENTIRE AGREEMENT

20.1

This Agreement :(a)

constitutes the entire agreement and understanding between the


parties with respect to the matters dealt with in this Agreement;

(b)

supercedes any other agreement, letters, correspondence (oral or


written or expressed or implied) entered into prior to this Agreement
in respect of the matters dealt with in this Agreement; and

(c)

was not entered into by the parties in reliance of any agreement or


understanding of any party not expressly contained or referred to in
this Agreement.

21.

EFFECTIVE DATE

21.1

This Agreement shall take effect from the date first herein above entered,
irrespective of the diverse dates upon which the respective parties may
have executed this Agreement.

22.

AGREEMENT IN COUNTERPARTS

22.1

This Agreement may be executed in any number of counterparts:(a)

each of which shall be deemed to constitute an original;

(b)

all of which, taken together, shall constitute one and the same
instrument; and

(c)

the execution by a party of any of which shall constitute execution


by that party of all such counterparts.

23.

AMENDMENTS

23.1

No amendment, variation, revocation, cancellation, substitution or waiver


of, or addition or supplement to, any of the provisions of this Agreement
shall be effective unless it is in writing and signed by both the parties.

24.

SEVERABILITY

24.1

If any term, clause or provision of this Agreement shall be judged or found


to be invalid, void or unenforceable and/or illegal for any reason
whatsoever, such invalidity, voidness, unenforceability and/or illegality
shall not affect the validity, enforceability, legality and/or operation of any
other term, clause or provision and such invalid, void, unenforceable
and/or illegal term, clause or provision held to be invalid, void,
unenforceable and/or illegal shall be deemed to have been deleted from
this Agreement unless the term, clause or provision held to be invalid,
void, unenforceable and/or illegal substantially impairs the benefits of the
remaining portion of this Agreement.

25.

NON-WAIVER

25.1

Knowledge or acquiescence by any party of, or in, any breach of any of the
provisions of this Agreement shall not operate as, or be deemed to be, a
waiver of such provisions and, notwithstanding such knowledge or
acquiescence, such party shall remain entitled to exercise its rights and
remedies under this Agreement, and at law, and to require strict
performance of all of the provisions of this Agreement.

26.

LAW & JURISDICTION

26.1

This Agreement shall be governed by, and construed in accordance with,


the laws of Malaysia and the parties (a)

irrevocably submit to the jurisdictions of the Courts of Malaysia;

(b)

waive any objection on the grounds of venue or forum of


convenience or any similar grounds; and

(c)

consent to service of legal process in respect of or arising out of this


Agreement by forwarding a copy of such legal process by prepaid
registered post to their last known address or in any other manner
permitted by the relevant law.

27.

FURTHER ASSURANCE

27.1

Each party has entered in to this Agreement in good faith and shall give all
such assistance and information to the other party and execute and do
and procure all other necessary person or companies, if any, to execute
and do all such further acts, deeds, assurance and things as may be
reasonably required so that full effect may be given to the terms and
conditions of this Agreement.

28.

NO PARTNERSHIP BETWEEN THE VENDOR AND THE PURCHASER

28.1

It is hereby declared by the Vendor and the Purchaser that this Agreement
shall not create any form of partnership whatsoever between them and
nothing in this Agreement shall be construed to make any party hereto the
partner, representative or agent of any other party and neither party shall
hold
himself/herself/themselves
out
or
represent
himself/herself/themselves to be a partner, representative or agent of the
other party hereto not shall any party be liable for or bound by any act
commission of the other party.

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IN WITNESS WHEREOF the Parties hereto have hereunto set their hands and
affixed their seals the day and year first above written.

*Vendor (individual(s))
Signed by
the Vendor whose name(s) and
particulars are set out in Section 2 of the
First Schedule hereto
In the presence of:
*Vendor (company - execution by hand)
Signed for an on behalf of
the Vendor whose name an
particulars are set out in Section 2 of the
First Schedule hereto
In the presence of:
*Vendor (company - execution by common seal)
The Common Seal of
the Vendor whose name an
particulars are set out in Section 2 of
the First Schedule hereto was hereunto
affixed in accordance with its
constitution
In the presence of:

.
Director
Name:

*NRIC/Passport No.:

*Purchaser (individual(s))

.
*Director/Secretary
Name:
*NRIC/Passport No.:

Signed by
the Purchaser(s) whose name(s) and
particulars are set out in Section 3 of the
First Schedule hereto
In the presence of:
*Purchaser (company - execution by hand)
Signed for an on behalf of
the Purchaser whose name and
particulars are set out in Section 3 of the
First Schedule hereto
In the presence of:

*Purchaser (company - execution by common seal)


The Common Seal of
the Purchaser whose name and
particulars are set out in Section 3 of
the First Schedule hereto was hereunto
affixed in accordance with its
constitution
In the presence of:

.
Director
Name:
*NRIC/Passport No.:

.
*Director/Secretary
Name:
*NRIC/Passport No.:

* Delete where inapplicable.


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FIRST SCHEDULE
(To be taken read and construed as an integral part of this Agreement)
Secti
on

Description

Particulars

Date of this
Agreement:

Particulars

of
the
Vendor:

Particulars

of
the
Purchaser:

Description
of the
Property:

A unit of with the particulars as follows:


Title No.:

*Lot/P.T.
No.:

*Bandar /
Pekan /
Mukim:

District:

State:

measuring

approximat
ely
in
total
area.
Tenure

Particulars
of

Private caveat(s):

Secti
on

Description

Particulars

encumbranc Name of

es over the caveator:


title to the
Date
of
Property:
creation:
Lodgeme
nt no:

Charge(s):
Name of
the
*Applicable /Not Applicable
Chargee:
Date
of
creation:
Registrati
on no.:

Other encumbrances:

Existing
Category of Land Use:
conditions

of
or
affecting
the title to
the
Property:
Restriction(s) in Interest:

Express Condition(s):

(a) Purchase
(RM) Only
Price
of
the
Property:

Secti
on

Description

Particulars

(b) Earnest
Deposit:

(c) Balance
Deposit:

(d) Deposit

(RM) Only

(e) Balance
Purchase
Price:

(RM) Only

Particulars
of the
Purchasers
Solicitors:

Name:

*Applicable /Not Applicable

Address:

*Applicable /Not Applicable

Particulars
of the
Vendors
Solicitors:

Name:

*Applicable /Not Applicable

Address:

*Applicable /Not Applicable

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SECOND SCHEDULE
(To be taken read and construed as an integral part of this Agreement)
CONDITION(S) PRECEDENT
This Agreement is subject to and conditional upon the following conditions, whichever may be applicable, being fulfilled by
the relevant CP Period or Extended CP Period or Further Extended CP Period specified below (as applicable):

Sectio
n
1

Condition

If the transfer of the title to the Property


in favour of the Vendor has prior to the
date of this Agreement been submitted
for registration but the title to the
Property shall have not been transferred
to and registered in the name of the
Vendor yet, then subject to the title being
so transferred and registered in favour of
the Vendor.

Responsible
Party
Vendor, at its
own cost

CP Period / Extended CP
Period / Further
Extended CP Period

Status
(Applicable / Not
Applicable)

Within

()
*months/days from the
date of this Agreement
(CP
Period),
failing
which the CP Period shall
be automatically extended
for a further period of

()
*months/days
(Extended CP Period).

*Applicable / Not
Applicable

Any
further
extensions
thereafter
shall
be
mutually
agreed
upon
between the Parties hereto
in
writing
(Further
Extended CP Period).

Date of Expiry of
CP Period:

Date of Expiry of
Extended
CP
Period:

Sectio
n

Sectio
n
2

Condition

Responsible
Party

CP Period / Extended CP
Period / Further
Extended CP Period

Condition

Responsible
Party

CP Period / Extended CP
Period / Further
Extended CP Period

If:
(a)

(a)

(b)

The Property is subject to the


Developer and/or the Proprietor
consent to transfer; or
the Land is subject to a restriction
in interest which prohibits the
proposed disposal, acquisition or
transfer of or dealing with the
Land / Property without the State
Authoritys prior consent / approval;
or
the Purchaser is a non-citizen or a
foreign company as defined under
the NLC, then subject to the State
Authoritys prior written consent /
approval for the acquisition of the

Vendor, at his
own cost
Vendor, at his
own cost

Purchaser, at
his own cost

Within

()
*months/days from the
date of this Agreement
(CP
Period),
failing
which the CP Period shall
be extended for such
further period(s) as may
be mutually agreed upon
between the Parties hereto
in writing (Extended CP
Period
or
Further
Extended CP Period, as
the case may be, and
where applicable).

Status
(Applicable / Not
Applicable)

Status
(Applicable / Not
Applicable)

*Applicable / Not
Applicable
*Applicable / Not
Applicable

*Applicable / Not
Applicable
Date of Expiry of
CP Period:

Sectio
n

Condition

Responsible
Party

CP Period / Extended CP
Period / Further
Extended CP Period

Property or any interest therein by


the Purchaser being granted.

If the Property is Malay reserved land or


the title to the Property contains an
express condition that the Property is
designated for Bumiputeras only or may
only be owned or held by Bumiputeras
and the Purchaser is not a Bumiputera
individual or company, then the State
Authoritys / Ruler in Councils approval
will be required.

Status
(Applicable / Not
Applicable)
Date of Expiry of
Extended
CP
Period:

Purchaser, at
his own cost

Within

()
*months/days from the
date of this Agreement
(CP
Period),
failing
which the CP Period shall
be extended for such
further period(s) as may
be mutually agreed upon
between the Parties hereto
in writing (Extended CP
Period
or
Further
Extended CP Period, as
the case may be, and
where applicable).

* Delete where inapplicable.


[The remainder of this page has been intentionally left blank.]

*Applicable / Not
Applicable
Date of Expiry of
CP Period:

Date of Expiry of
Extended
CP
Period:

*ANNEXURE 1
(To be taken read and construed as an integral part of this Agreement)
INVENTORY LIST