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sample subsale agreement (company & company)


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sample subsale agreement (company & company)

  1. 1. SALE AND PURCHASE AGREEMENTAN AGREEMENT made this day of 2013BETWEENA. (owner’s name (company no:. )) a company incorporated in Malaysia with itsregistered office at (address owner’s 1) and its place of business at (address owners’s2) (hereinafter referred to as "the Vendor") of the one part;ANDB. (purchaser (Company No.: )) a company incorporated in Malaysia with its registeredaddress at (address) and its place of business at (address2) (hereinafter referred to as"the Purchaser") of the other part.WHEREAS:-1. The Vendor is the registered owner of a piece of leasehold land held under title no.(land title i.e HS(D)/PN/GERAN/HS/etc) , (Lot No. xxx) , (Pekan/Bandar/Mukim) ,(Daerah xxx) , (Negeri xxx) measuring approximately xxxx Square Metres in areatogether with a Single Storey Shop (to change according type of property) erectedthereon and bearing its postal address of (insert address of property) (hereinaftercollectively referred to as “the said Property”).2. The said Property is also subject to the following restriction in interest :-“Tanah ini tidak dibenarkan di pindahmilik atau dipajak kecuali dengan kebenaran PihakBerkuasa Negeri. Sekatan kepentingan ini dikecualikan bagi pindahmilik atau pajakan yangpertama”. (to insert this clause only if the land has Restriction In Interest (RII) orelse just delete this clause)3. The Property is further subject to Ninety Nine (99) years lease expiring on 31stOctober 2097. (to delete this clause if freehold)4. The Property is currently free from encumbrances. (OR the property is currentycharged/assigned to xxx Bank by virtue of Loan Agreement Cum Assignment/etcdated xxx)5. The Property is currently tenanted (hereinafter referred to as “the Existing Tenancy”).(if tenanted. Delete if not applicable)
  2. 2. 6. The Vendor is desirous of selling and the Purchaser is desirous of purchasing theProperty free from all encumbrances and with legal possession and subject to therestrictions in interest and conditions now or presently expressed or implied on theregister document of title and at the price and the terms and conditions hereinafterappearing.7. The Purchaser will be applying to a Bank or Financial Institution (hereinafter referredto as "the Financier") for a Loan (hereinafter referred to as "the Loan") in order toenable the Purchaser to complete the purchase herein.8. The Purchaser is represented by MESSRS xxx (firm’s name), Advocates & Solicitors,(firm’s address) (hereinafter referred to as “the Solicitors’). The Vendor elects not tobe represented.NOW IT IS HEREBY AGREED as follows:-1. AGREEMENT TO SELL AND PURCHASEIn consideration of the sum of:-(a) Ringgit Malaysia Seven Thousand and Eight Hundred (RM7,800.00) only(hereinafter referred to as “the Earnest Deposit sum”) paid by the Purchaserto the Vendor prior to the execution of this Agreement; and(b) Ringgit Malaysia Seven Thousand Four Hundred and Sixty Six(RM7,466.00) only (hereinafter referred to as “the Balance Deposit sum”) nowpaid by the Purchaser to the Vendor upon execution of this Agreement(hereinafter the Earnest Deposit Sum and the Balance Deposit shall collectively bereferred to as “the Deposit Sum”) the receipt whereof the Vendor herebyacknowledges being payment of deposit and earnest money in the event of thecompletion of the sale and purchase herein as part payment towards the purchaseprice the Vendor hereby agrees to sell and the Purchaser agrees to purchase the saidProperty at the purchase price of Ringgit Malaysia One Hundred Fifty TwoThousand Six Hundred and Sixty (RM152,660.00) only (hereinafter referred to as“the Purchase Price”) free from all charges and encumbrances but subject to the termsand conditions hereinafter set-forth.2. CONDITION PRECEDENTS (insert this clause only if the property has RII)(a) The sale and purchase of the said Property is subject to the approval of thesaid Consent (as hereinafter defined).2
  3. 3. (b) The Vendor shall apply to the relevant authority for the consent to transfer thesaid Property to the Purchaser (”the said Consent”) and the Purchaser shallassist the Vendor in the said application.(c) In the event that the said Consent is not granted within six (6) months fromthe date of this Agreement or within any extension period as shall bedetermined and agreed by the Purchaser, the Vendor shall refund free ofinterest the Deposit Sum and any other sums received by them from thePurchaser to the Purchaser and whereupon this Agreement shall terminateand be of no further effect and neither parties hereto shall have any claimagainst the other.(c) The parties hereby agree that the date of which this Agreementbecomes unconditional is the date of receipt by the Solicitors of the saidConsent (hereinafter referred to as “the Unconditional Date”).3. PAYMENT OF BALANCE OF PURCHASE PRICE(a) The Purchaser shall pay the sum of Ringgit Malaysia One Hundred ThirtySeven Thousand Three Hundred and Ninety Four (RM137,394.00) onlybeing the balance of purchase price (hereinafter referred to as "the Balance ofPurchase Price") by means of the Loan or otherwise to the Solicitors asstakeholders within three (3) months from the Unconditional Date (hereinafterreferred to as “the Completion Date”).(b) In the event that the Purchaser shall fail to pay the Balance of Purchase Pricewithin the Completion Date the Vendor shall grant to the Purchaser anextension period of one (1) month from the expiry of the Completion Date(hereinafter referred to as “the Extended Completion Date”) in which to paythe Balance of Purchase Price PROVIDED ALWAYS that the Purchaser shallpay the Vendor the interest calculated on the Balance of Purchase Price or anypart thereof still outstanding at the rate of Eight per centum (8%) per annumon a day to day basis (hereinafter referred to as "the Late Payment Interest").3
  4. 4. 4. MEMORANDUM OF TRANSFER/DEPOSIT OF TITLE1. The Vendor shall simultaneously with the execution of this Agreementexecute a Memorandum of Transfer in favour of the Purchaser and shalldeposit the same with the Solicitors as Stakeholders for the purpose ofadjudication only.2. Upon execution of this Agreement, the Vendor shall forward to thePurchaser’s Solicitors the following:i) the following documents certified as a true copy by the companysecretary of the Vendor:-a. the Memorandum and Articles of Association of the Vendor andthe latest return in Forms 24, 44 and 49 of the Vendor;b. the Directors’ and the Members’ Resolutions approving the sale ofthe Property on the terms and conditions herein contained andauthorizing the execution of this Agreement, Transfer and all otherancillary documents and if necessary the affixing of its commonseal on this Agreement and/or the Transfer;c. the identity card(s) of the director(s) of the Vendor who are dulyauthorized to execute this Agreement and the Transfer inaccordance with the requirement of the Companies Act 1965;ii) the Original issue document of title to the Property;iii) a copy of the current quit rent in respect of the Property; andiv) a copy of the assessment receipt in respect of the Property.(hereinafter referred to as “the Vendor’s Documents)3. The Solicitors are hereby authorized to release the Vendor’s Document to theSolicitors for the Financier upon receipt of the differential sum between theLoan and the Balance Purchase Price.5. PRESENTATION OF DOCUMENTSUpon the deposit of the Balance Purchase Price with the Solicitors or upon receipt ofthe differential sum between the Loan and the Balance Purchase Price as the case maybe and upon the Memorandum of Transfer being duly adjudicated and stamped, theparties hereto authorise the Solicitors to forthwith present the Memorandum ofTransfer for registration at the relevant Land Registry/Office or forward the dulyadjudicated and stamped Memorandum of Transfer to the Solicitors for the Financier4
  5. 5. to present simultaneously the Memorandum of Transfer and Charge for registrationin favour of the Purchaser and the Financier respectively.6. REAL PROPERTY GAINS TAX(a) The parties hereto agree and declare that they will comply with the provisionsof the Real Property Gains Tax Act, 1976 and its amendments thereto and inparticular the notification of this transaction shall be made by each partyseparately in the prescribed form and submitting the same to the DirectorGeneral of Inland Revenue within Sixty (60) days from the date of thisAgreement.(b) The parties hereto agree that as the Vendor has acquired the Property for morethan Five (5) years before the disposal herein, and accordingly no money shallbe retained for the purpose of Section 21B of the Real Property Gain Tax Act,1976 provided a copy of the CKHT 3 duly executed by the Vendor shall beforwarded to the Solicitors upon execution of this Agreement.(c) The Vendor hereby agrees covenants and undertakes with the Purchaser topay all tax that may be payable (if any) by the Vendor pursuant to the RealProperty Gains Tax Act, 1976 in connection with the sale herein and theVendor hereby further agrees covenants and undertakes to keep the Purchaserthe Solicitors hereto fully indemnified against the aforesaid tax liabilities ofthe Vendor including all actions proceedings costs and demand in respectthereof.7. RELEASE OF BALANCE OF PURCHASE PRICEThe parties hereto expressly agree and the Solicitors are expressly authorized by theparties that upon receipt of the Balance of Purchase Price and Late Payment Interest(if any) or part thereof the Solicitors shall:-(a) pay the apportioned outgoings and all outstanding sum payable by theVendor to the Purchaser or any other relevant parties pursuant to Clause 16hereunder; and(b) release the balance thereof (if any) to the Vendor upon expiry of Seven (7)days after the presentation of the documents aforesaid in Clause 5 forregistration PROVIDED THAT legal possession of the Property shall havebeen delivered to the Purchaser.8. PRIVATE CAVEATImmediately after the execution of this Agreement the Purchaser shall be entitled attheir own costs and expenses to present and register a private caveat against theProperty for the purpose of protecting the Purchasers interests in the Property andprohibiting any dealings by the Vendor in the Property prior to the completion orlawful termination of this Agreement as the case may be PROVIDED ALWAYS5
  6. 6. THAT simultaneously with the execution of the application for entry of a privatecaveat the Purchaser shall also execute a withdrawal of private caveat which shall bedeposited with the Solicitor who are irrevocably authorised to present thewithdrawal of private caveat form for registration at the relevant LandOffice/Registry within seven (7) days upon the lawful termination of this Agreement.9. DELIVERY OF LEGAL POSSESSION (if not tenanted, to change the words LegalPossession to Vacant Possession)(a) It is hereby agreed by the parties hereto that legal possession of the Propertyshall be delivered by the Vendor to the Purchaser within Three (3) workingdays from the date of receipt by the Solicitors of the full payment of thePurchase Price together with the Late Payment Interest [if any] (hereinafterreferred to as “the Delivery Date”).(b) If the Vendor fails to deliver legal possession of the Property by the DeliveryDate, the Vendor shall be liable to pay the Purchaser liquidated damagescalculated from day to day at the rate of Eight per centum (8%) per annum ofthe Purchase Price from the expiry of the Delivery Date until the date of legalpossession of the Property is delivered to the Purchaser. Such liquidateddamages shall be paid by the Vendor to the Purchaser immediately upon thedate of legal possession of the Property is delivered to the Purchaser.10. DEFAULT BY PURCHASERIt is hereby agreed by the parties herein that in the event of the Purchaser failing topay the Balance Purchase Price in accordance with the provisions hereof, the DepositSum shall be forfeited by the Vendor absolutely and the Vendor shall forthwithrefund free of interest any other sums received by the Vendor from the Purchaser andwhereupon this Agreement shall terminate and be of no further effect and neitherparties hereto shall have any claim against the other and the Vendor shall be atliberty to re-sell the Property either by public auction/by private contract and at suchtime and place and subject to such conditions and in such manner as the Vendor shallthink fit without the necessity of previously tendering /offering to make any sale tothe Purchaser.11. DEFAULT BY VENDORIn the event that the Vendor shall fail to complete this transaction for any reasonswhatsoever after the Purchaser has/have complied with the terms and conditionsherein, the Purchaser shall be entitled to the remedy of specific performance againstthe Vendor and all costs and expenses whatsoever including the solicitors’ feesincurred in respect of such action shall be borne and paid by the Vendor oralternatively the Purchaser shall be entitled at his option to require the Vendor torefund to the Purchaser all monies paid by the Purchaser free of interest togetherwith liquidated damages equivalent to ten per centum (10%) of the Purchase Price6
  7. 7. and thereafter this Agreement shall be deemed as null and void and be of no furthereffect and neither parties hereto shall have any claim against the other whatsoever.12. GOVERNMENT ACQUISITION(a) The Vendor hereby expressly declares that the Vendor has/have no notice orknowledge of the Government or any other authority having power on itsbehalf acquiring any part of the Property for any purpose whatsoever.(b) In the event the Property or any part thereof shall before the presentation forregistration of the transfer in favour of the Purchaser be or become affected byany notice of acquisition or intended acquisition under the Land AcquisitionAct, 1960 or other legislation in Malaysia, the Vendor shall give notice thereofto the Purchaser within seven (7) days from the receipt of such notice thereof.In such event the Purchaser shall within fourteen (14) days of suchnotification have the option either to terminate this Agreement or to proceedwith the purchase hereunder and in the case of the latter, the Vendor shallgive notice to the acquisition authority of the Purchaser’s interest in theProperty and it shall then be open to the Purchaser to claim and receivecompensation accordingly under the provisions of the Land Acquisition Act,1960 or any statutory modification thereof Provided That the Purchase Priceshall have fully been settled by the Purchaser. In the event of the Purchaserdesiring to terminate this Agreement, the Purchaser shall notify the Vendor ofsuch its desire and the Vendor shall within fourteen (14) days of suchnotification cause to be refunded to the Purchaser the Deposit Sum and allmonies paid pursuant to this Agreement free of interest and thereupon thisAgreement shall be null and void and cease to have any force or effect andneither party shall have any claim against the other in respect thereof.13. NON-REGISTRATION OF TRANSFERIn the event that the transfer of the Property in favour of the Purchaser cannot beregistered for any reasons whatsoever save and except where there is any default,wilful neglect, omission or blameworthy conduct on the part of the parties hereto, thePurchaser shall redeliver or cause to be redelivered to the Vendor:-(a) the Original Vendor’s Documents and and the Memorandum of Transfer;(b) a valid and registrable withdrawal of the private caveat duly executed by thePurchaser and/or the Financier on the Property; and(c) vacant possession of the Property to the Vendor (if the Property has beendelivered to the Purchaser).7
  8. 8. in exchange for the refund by the Vendor to the Purchaser and/or the Financier, asthe case may be, of the full amount of the Purchase Price paid to the Vendor inaccordance with the provisions of this Agreement free from interest whereupon thisAgreement shall be terminated and cease to be of any effect but without prejudice toany legal rights either parties may be entitled against the other in respect of anyantecedent breach and the Vendor shall be free to deal with the Property inwhatsoever manner as the Vendor may absolutely deem fit, without having toaccount to the Purchaser.14. APPORTIONMENT OF OUTGOINGSAll quit rent, assessment, sewerage charges, and other legal outgoings in respect ofthe Property shall be apportioned as on the Delivery Date and the amount due byvirtue of such apportionment shall on the same date be paid to the party entitled tothe same. The Vendor hereby expressly covenants to deliver to the Solicitors thecurrent quit rent and assessment receipts upon the execution of this Agreement andshall indemnify the Purchaser of all penalties and damages which may arise as aresult of late payment or default in payment in respect of such quit rent assessmentand legal outgoings.15. TRANSFER OF ASSESSMENT AND QUIT RENT AND UTILITIES DEPOSITThe Purchaser hereto shall arrange to complete the assessment transfer form (BorangI) and if necessary quit rent transfer form before the date fixed for completion andcause the same to be filed with the Local Authority and the relevant Land Office.Both parties hereby confirm that the Solicitors have informed them of thisrequirement and neither party shall hold the Solicitors responsible for the non-compliance of such requirement.16. PROPERTY SOLD ON AS IS WHERE IS BASISThe Property is sold in its present state and condition and the Purchaser shall bedeemed to have inspected the Property and have satisfied himself / herself / itself /themselves by examination and inspection as to the Property in every respect and thePurchaser shall be deemed to have full knowledge of the nature and effect hereof andthe Purchaser shall be deemed to have purchased the Property on an “as is where is”basis and not upon or pursuant to any representation statement warranty orcondition whatsoever made to the Purchaser and the Purchaser shall not be entitledto rescind the purchase or to claim any compensation or damages nor any reductionin the purchase price in respect of the conditions measurement area and state of theProperty.17. FORCE MAJEUREIn the event the Property or part thereof shall be destroyed or damaged by firelandslides before the Property is transferred to the Purchaser the Purchaser may at its8
  9. 9. option by notice in writing terminate this Agreement in which case the Purchasershall be immediately entitled to the refund of all monies paid hereunder free ofinterest. If such option is not exercised, all monies received under the insurancepolicy then subsisting shall be applied at the Purchaser’s option either in rebuildingor reinstating the Property and the balance (if any) of such insurance monies shall bepaid to the Purchaser.18. FURTHER ACTSThe parties hereto expressly agree that they shall execute and do and procure allother persons or companies, if necessary, to execute and do all such further deedsassurances acts and things as may be reasonably required so that full force and effectmay be given to the terms and conditions of this Agreement and to procure and/orensure the registration of the Purchaser as the registered proprietor(s) of the Propertyas provided herein.19. VENDOR’S UNDERTAKINGIn the event that the Purchaser is applying for a loan from any financial institution inMalaysia or from the Government of Malaysia to assist in the purchase of theProperty, the Vendor shall upon the request of the Purchaser and/or the Solicitorsexecute a Letter of Undertaking in favour of such financial institution or theGovernment of Malaysia undertaking to refund the loan sum released towards theaccount of the Balance of Purchase Price in the event that the Transfer in respect ofthe Property in favour of the Purchaser cannot be registered for any reasonswhatsoever.20. REPRESENTATIONS AND WARRANTIESThe Vendor hereby expressly represents and warrants to and undertakes with thePurchaser as follows:-(a) The Vendor is the registered / beneficial owner of the Property and is notholding the Property in benefit for any other third party;(b) The Vendor has not at any time prior to and up to the date hereof entered intoany agreements or arrangements whether written or otherwise for the sale,option, licence, easement or right of first refusal in respect of the Property toany person, firm, corporation or body;(c) The Vendor is not wound up and no litigation or arbitration proceedings is orare presently current or pending or threatened against the Vendor whichdefault, litigation or arbitration proceeding as the case may be, mightmaterially affect the Vendor’s ability to perform the obligation under thisAgreement or frustrate the completion of the transaction hereunder;9
  10. 10. (d) All the express and implied conditions of the title to the Property have beencomplied with and hereby covenants to indemnify the Purchaser against allliabilities in respect of any breach of the conditions therein including any quitrents, rates, assessments and other lawful outgoings due to the relevantauthorities in respect of the Property prior to the date hereof and the Vendorshall not at any time hereafter do or suffer to be done or omitted any act,matter or thing in or in respect of the Property or any part thereof which willbe liable for forfeiture or attachment;(e) The Vendor shall do or execute all such things, documents and agreements asmay be necessary and reasonably required of the Vendor by the Financier, orthe Financier’s Solicitors for the completion of this sale and purchaseagreement;AND the Vendor confirms that the Purchaser has entered into this Sale and PurchaseAgreement relying on the above representations, covenants and undertakings andinclude all the covenants, warranties states in the recital and all the terms andconditions of this Agreement and that all the representation covenant andundertakings are true and correct as at the date of this Agreement and the Vendorshall undertake to indemnify the Purchaser for all losses, damages suffered in theevent any of the representations, covenants and undertakings as stated in thisAgreement is/are found to be false or incorrect.21. NOTICESAny notice or request with reference to these presents shall be in writing and shall bedeemed to have been sufficiently served or given for all purposes herein on therespective parties hereto if left by hand or sent by facsimile or prepaid registered postto the party to whom it is addressed at their respective addresses abovestated or tosuch address as one party may notify to the other in writing or to Solicitors or agentsduly authorised and shall in the case of a notice or request sent by facsimile orprepaid registered post be deemed to have been served when it ought in the ordinarycourse of transmission or post to have been received.22. TIME OF THE ESSENCETime wherever mentioned in this Agreement shall be of the essence of thisAgreement.10
  11. 11. 23. COSTS AND EXPENSES(a) The costs of and incidental to this Agreement, the filing of CKHT 2A form andthe Transfer including the legal fees, stamp fees and registration fees shall beborne and paid by the Purchaser.(b) The costs of and incidental to the Consent to Transfer and the filing of CKHT1A and CKHT 3 form shall be borne and paid by the Vendor.24. INTERPRETATIONIn this Agreement unless there is something in the subject or context inconsistentwith such construction or unless it is otherwise expressly provided:-(a) the expression “the Vendor” and “the Purchaser” shall include the respectivesuccessors personal representatives and assigns of the Vendor and thePurchaser and where two or more persons are included in any of the aforesaidexpression this Agreement binds such persons jointly and severally;(b) words importing the masculine gender only include the feminine and neutergenders;(c) words importing the singular number only include the plural and vice versa;and(d) words applicable to human beings include any body of persons corporate orunincorporate.25. REFUND BY THE VENDORAny refund by the Vendor to the Purchaser of the Deposit Sum or any other moniesreceived by the Vendor from the Purchaser in accordance with the provisionshereinabove shall be made within fourteen (14) days from the date of request of thesame, failing which interest at the rate of eight per centum (8%) per annum on a dayto day basis will be payable by the Vendor to the Purchaser which interest shall becalculated from the expiry of the fourteen (14) days from the date of request until thedate the monies are refunded to the Purchaser.26. REMOVAL OF ENCUMBRANCEi) The Vendor shall at its own cost and expense cause all encumbrances, if any,including caveats of whatsoever nature over the said Property (save andexcepts for caveats lodged or caused to be lodged by the Purchaser and/or theFinancier) to be removed Failing which the Solicitors are hereby expressly andirrevocably authorized by the Vendor to utilize the Balance of Purchase Priceto remove all such encumbrances on the Property.11
  12. 12. ii) Notwithstanding anything to the contrary contained herein, if the Property atany time during the continuance of this Agreement is howsoever encumberedor subject to any caveats whatsoever (other than encumbrances created by thePurchaser or the Purchaser’s Financier) the Purchaser shall be entitled tosuspend the time for payment of the Balance of Purchase Price hereunderuntil the such encumbrances or caveats is removed at the cost and expenses ofthe Vendor.27. SUCCESSORS BOUNDThis Agreement shall be binding upon the parties hereto their assigns and personalrepresentatives respectively.28. KNOWLEDGE OR ACQUIESCENCEKnowledge or acquiescence of either party hereto of or in any breach of any of theconditions or covenants herein contained shall not operate as or be deemed to be awaiver of such conditions or covenants or of any of them and notwithstanding suchknowledge or acquiescence each party hereto shall be entitled to exercise theirrespective rights under this Agreement and to require strict performance by theother of the terms and conditions herein.29. SEVERABILITYAny term, condition, stipulation, provision, covenant or undertaking in thisAgreement which is illegal void prohibited or unenforceable shall be ineffective tothe extent of such illegality, voidness, prohibition or unenforceability withoutinvalidating the remaining provisions hereof, and any such illegality, voidness,prohibition or unenforceability shall not invalidate or render illegal, void orunenforceable any other term, condition, stipulation, provisions, covenant orundertaking herein contained.[The remaining space of this page is intentionally left blank]*** *** *** *** *** *** *** ***12
  13. 13. IN WITNESS WHEREOF the parties hereto have hereunto set their respective hands andseal the day and year first abovewritten.The Common Seal of )The (nama of owner) )was hereunto affixed hereunto )in accordance with its Memorandum)and Articles of Association )in the presence of :- )……………………………… ..……………………………DIRECTOR DIRECTOR/SECRETARYName : Name :NRIC No.:NRIC No.:The Common Seal of )The (name of Purchaser) )was hereunto affixed hereunto )(to affix common seal of company)in accordance with its Memorandum)and Articles of Association )in the presence of :- )…………………………… ..……………………………DIRECTOR DIRECTOR/SECRETARYName : Name :
  14. 14. NRIC No.:NRIC No.:
  15. 15. DATED THIS DAY OF2013BETWEEN(Owner’s name)[Vendor]AND(purchaser’s name)[Purchaser]************************************************************SALE AND PURCHASE AGREEMENT************************************************************M/S. xxxxxxADVOCATES & SOLICITORS(Address)TEL No.:FAX No.:Ref: