under yeu ev MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING (MOU) IS MADE AND EXECUTED ON THIS 2020 at NEW DELHI ‘THE ——- DAY OF BETweEn ‘M/s Clarion Properties Limited, a company registered under the Companies Act, 1956 having its registered office at 129, Munish Plaza, 20 Ansari Road, Daryaganj New Delhi-110002, through its Authorised Signatory, - duly authorized vide a resolution of the Board of Directors passed in a Board Meeting held on -- (hereinafter referred to as the ‘First Party’, which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its sister concerns, nominees, assigns, subsidiaries and all those claiming through it) ——— (having PAN Resident of (hereinafter referred to as “the SECOND PARTY” which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include his heirs, nominees, assigns, successors-in-interest and all those claiming through him). ‘The First Party and the Second Party are hereinafter individually be referred to as ‘Party’ and jointly as ‘Parties’ WHEREAS A. The First Party is engaged in the business of development of real estate and from time to time promotes various types of projects.B. To altain its business pursuits, the First Party had entered into a Collaboration Agreement dated 04.12.2010 with Mr. Narinder Kumar S/o late Shri Dayal Chand, R/o 167/8, Model Town, Gurgaon in respect of all that land admeasuring 2.7625 acres situated at Village Fatehpur, Sectors ~ 47 & 49, Gurgaon (hereafter referred to as the “said lands’) for developing and constructing thereupon retail and commercial spaces and selling the saleable areas thereof under the name and style of “Element One” (hereinafter referred to as said “Commercial Complex’). C. The Second Party has expressed keen interest in purchasing the unit from the First Party in the said Commercial Complex and have entered into the Buyer's Agreement dated ("Agreement") in respect of the Unit no. having carpet area of square feet/ sq. mtrs,, (Super area_sq. ft/_sq, mts. ) on floor, along with the right to use __ no. of parking in the basement & ____no. of parking on the surface ("Unit") on terms and conditions as per the said Agreement; D. The Second Party has already inspected the said Lands, the proposed building plans, ownership records, Collaboration Agreement ete and has fully satisfied himself in that regard. E, The Second Party further understands that the said unit will form part of the premises given by the First Party to M/s Ajanta Builders (P) Limited for running, operating and managing Scheduled Premises alongwith other areas in the said Commercial Complex as per terms of the Operator Agreement dated —--~. The Second Party will receive the entitlement amount and the Operating charges for the Unit in terms of this MOU, the operator agreement and deed of adherence subject to the following terms and conditions:- 2NOW THEREFORE THIS MEMORANDUM OF UNDERSTANDING WITNESSETH AS UNDER: 1 ‘That the recitals above and the annexures hereto shall form an integral part of this Memorandum of Understanding The Second Party being interested in purchasing a unit in the said Commercial Complex. has approached the First Party and understood the details of the arrangement under the operator agreement pertaining to the unit . The Second Party has offered to. purchase the /~ (Rupees —-— (hereinafter referred to as said ‘Total Consideration’). It is further Said Unit for a total consideration of only) Clarified that the total consideration shall be payable as per terms of payment as below: The total consideration is exclusive of Maintenance Security, Stamp Duty, GST, any statutory levy or cess, Miscellaneous Charges, etc. which shall be charged separately as per the terms of the Buyers Agreement. It is clarified that Municipal Tax levied by the designated local authority shall be payable by the Second Party from the day it is made applicable by such authority. In case it is levied individually, the same shall be payable by the Second Party directly to the authority concerned, However, if the same is levied on the said Commercial Complex as a whole, the pro-rata share of the Second Party shall be paid to the First Party as and when demanded by the First Party. That it has been agreed and understood by the Second Party that the payment of the Entitlement is a privilege and advantage granted by the First Party to the Second Party solely, and the Second Party has willfully agreed for the same after fully and completely satisfying itself in relation to the same. The Second Party hereby agrees and 3acknowledges that the Second Party has carefully read the terms and conditions of this MoU, ‘That it has been agreed and understood that this MOU is imposing obligations and is for benefit of both the Parties. This MOU is an independent understanding and is separate from the Buyer Agreement and will not change the nature of the Buyer Agreement, which will remain simple unit purchase agreement. The Buyer Agreement will remain a standard real estate transaction and all the terms and conditions set forth in Buyer Agreement are in full force and binding on the Parties. . That it has been agreed and understood that the transaction as envisaged under this MOU is not a scheme or arrangement and there is no contribution and there is no pooling of funds. The First Party is not a financial institution and as such has not collected any deposit from public. . That subject to the Second Party fulfilling and complying all its obligations under the Agreement and this MoU, and acquiring the Unit, the Second Party shall become entitled to amounts as detailed herein below inclusive of all taxes ("Entitlement"). Such Entitlement shall only be payable till the date of the Final Call Letter for Offer for the Possession of the Unit. The Entitlement payable by the First Party to the Second Party shall be paid, subject to deduction of any dues payable by the Second Party and shall further be subject to income tax at source, in the following mann ‘Tranche No. Amount Entitlement payable by 10th of paid/ succeeding month of English Payable by Calendar after the month the Second ‘Tranche is paidParty The Entitlement shall be payable to the Second Party during the subsistence of this MOU. The Entitlement shall be payable after the receipt of the tranches as per the said payment plan within the timelines as specifically enumerated hereinabove. The Entitlement for the first tranche received, would be paid with effect from ~ 7 - till the issuance of the Final Call Letter for Offer of Possession. It is Glarified that no Entitlement shall be paid by the First Party to the Second Party on GST or any other taxes, levies, statutory amounts, development charges, fees, etc. The Second Party accepts that the Second Party shall not remain entitled to the Entitlement from the First, Party once the First Party has issued Final Call Letter for Offer of Possession in respect of the Unit. . That at the time of offer of possession of the said Unit, the Second Party shall pay the balance amount of said Total Consideration and all other dues and only on receipt of all outstanding dues, amounts and charges, the First Party shall handover possession of the said Unit to the Operator in terms of the Buyers Agreement. The Second Party hereby agrees and undertakes that upon issuance of the final call letter for offer of possession, the Second Party shall clear all dues in accordance with the final call letter for offer of possession as per the timelines set forth therein, Only upon clearance of all dues as per the final call letter for offer of possession, the Second Party shall become entitled for receipt of Operator Charges in terms of Operator Agreement, which 5shall be payable by the operator from the date of clearance of all dues and credit thereof in the account of the First Party. 9. That in case of any breach of any term of this MOU/Buyers Agreement by the Second Party, the First Party shall have the right to terminate the present MOU and refund all monies paid by the Second Party towards part payment of said Total Consideration, without interest, penalty or compensation within 30 days of such default. 10. The Second Party shall sign the Deed of adherence and/or any other document/s to make it entitled to receive the entitlement amount and the operating charges. TL. That upon the execution of this present MOU, all previous understandings shall stand superseded in totality (except Buyer's Agreement, the Deed of Adherence, the Operator Agreement (executed /to be executed). This MOU is a binding document and shall have an overriding effect on all previous understandings executed prior to the execution of this MOU and the terms hereof cannot be varied unless agreed in writing and signed by the Parties. It is clarified that the Buyer’s Agreement shall not have the effect of superseding, the terms of this MOU and all clauses including but not limited to those in respect of possession, penalty ete,, which are conflicting in the two documents, those contained in this MOU shall have an overriding, effect over those in the Buyer's Agreement. 12, That the Second Party's rights in respect of the said Unit shall be governed by Buyers Agreement which shall further be subject to the terms and conditions of the Operator Agreement entered into between the First Party and the operator. 13. Notwithstanding anything contained in this Agreement, the Second Party hereby agrees, undertakes and acknowledges that till the time 64. 15. the Force Majeure event (as defined hereinafter) subsists and a period of [4] months thereafter ("Force Majeure Period"), the First Party shall not have any obligation and shall not be liable to make payment of any Entitlement to the Second Party during the Force Majeure Period. ‘The Second Party hereby agrees, undertakes and covenants that it shall not make any demand on the First Party or bring any action against the First Party for the payment of the Entitlement and the Lease Amounts for the Force Majeure Period. ‘The term "Force Majeure" includes the event of happening of war, flood, drought, fire, cyclone, earthquake, any act of god or any other calamity caused by nature, or any court orders, government policy/ guidelines, decisions of any nature or any epidemic, pandemic, non- availability of materials, or strike or slow down strike or dispute with the contractors or with the construction agency or civil commotion, or, delay in certain decisions/ clearances from any statutory body or any notice, order, rules or notification of the government and/or any other public or competent authority or for any other reason beyond the control of the First Party. ‘The Second Party shall be entitled to sell the Unit only upon obtaining a NOC from the First Party subject to the new assignee/ transferee agreeing to abide by the terms and conditions of this MOU, Buyer's Agreement, Conveyance Deed, Maintenance Agreement and the operator Agreement executed to be executed in respect of the Unit, ‘That it is agreed between the Parties that keeping in view that the Second Party is entitled to receive Entitlement and/or Operator charges subject to the terms and conditions of this MOU, thus, notwithstanding anything contained anywhere else including any stipulation for payment of penalty on account of delay of construction by the First Party to the Second Party in the Agreement executedbetween the Parties, no such penalty shall be payable and all such clauses if agreed to, shall be deemed to be null and void ab initio. 16. That, in the event of any delay in payment of the tranches specified herein above by the Second Party to the First Party, the Entitlement payable at that time shall stand suspended and the Second Party shall be liable to pay delayed interest at the rate prescribed in the Buyers Agreement from such delay. Provided further that in case the breach is not rectified within 90 days of its having been caused, the First Party shall have the absolute right to cancel the present MOU and the said Agreement and forfeit the amount in terms of the said Agreement. However, it is clarified that the Entitlement paid till that date shall not be adjusted against the refund of the money by the First Party to the Second Party under the Buyer's Agreement. 17. Notwithstanding anything contained in this MOU, if at any time any law/ order/ judgment/ regulations/ guidelines/ government advisory/ rules or the like, prohibits/ restricts/ make it unlawful for the payment of the amount as set forth in this MoU, the Parties hereby agree that in such an event, the neither the First Party shall be required to be make payment of any amounts nor the Second Party shall be entitled to receive any amounts as set forth in this MoU. The Second Party hereby agrees that the Second Party shall not dispute, and, or, litigate, and, or, make any claims on the First Party for payment of any amounts to the Second Party. However, in any such case the Buyers agreement and Operator Agreement shall always remain as valid and binding upon both the parties. 18. That in the event of termination of this MOU for whatsoever reason, , the Buyers agreement and Operator Agreement shall always remain as valid and binding upon both the parties.19. That all monies / sale consideration payable under this Memorandum shall at all times only be payable at New Delhi. 20. That in case of any dispute or controversy arising out of or in connection with this MOU, the same shall be referred to the Arbitration of a Sole Arbitrator to be appointed by the Managing Director of the First Party. The arbitration proceedings shall be held in accordance with the Arbitration & Conciliation Act, 1996, and the Rules made there-under as amended from time to time. The place of Arbitration shall be New Delhi only and the language of the arbitration shall be English. The cost of arbitration including the arbitration fee shall be shared jointly by the Parties. 21, That the rights and obligations of the parties under or arising out of this Memorandum shall be construed and enforced in accordance with the laws of India. 2, That it is agreed that courts, tribunals, judicial and quasi judicial bodies at New Delhi alone shall have jurisdiction for adjudication of all matters arising out of or in connection with this MOU, IN WITNESS WHEREOF THE PARTIES HERETO HAVE HEREUNTO SET THEIR HANDS AT ‘THE PLACE AND ON THE DAY, MONTH AND YEAR FIRST ABOVE WRITTEN IN THE PRESENCE OF WITNESSES WHO HAVE ALSO SIGNED THIS MEMORANDUM OF UNDERSTANDING SIMULTANEOUSLY. WITnesses: i10 First Party Second Party