Commented Draft SPA Anita Ahmad
Commented Draft SPA Anita Ahmad
Commented Draft SPA Anita Ahmad
BETWEEN ANITA BINTI AHMAD (NRIC NO.: 661021-01-4490) with the registered
address at No. 55, Jalan Kirawang 2/3C, Taman Kirawang Perdana, 68000, Ampang, Selangor
Darul Ehsan (hereinafter referred to as “the Vendor”) of the one part AND Insert Purchaser’s
name (NRIC NO.: ) with the registered address at (hereinafter referred Commented [RA1]: ALI NABIL BIN HAMZAH (NRIC NO.
to as “the Purchaser”) of the other part. 760215-01-6423) and LILIANA MARYEM BINTI ABDUL
SABIL (NRIC NO. 750110-05-6428)
Commented [RA2]: No. 1 Jalan Paling Jaya 8, 1/1 Taman
Paling Jaya, 43500, Semenyih, Selangor
WHEREAS: -
1. The Vendor is the registered owner of all that parcel of apartment held under Title PN 79399/
M1/5/56, No. Lot 48165, Mukim Sungai Buloh, District of Petaling, State of Selangor, Commented [RA3]: Pekan Baru
measuring approximately 60 square metres in area situated in a housing development known as
Gugusan Semarak, Shah Alam, Selangor (hereinafter referred to as “the said Property”). Commented [RA4]: Gugusan Semarak Kota D’Sara 47810,
Petaling Jaya, Selangor
2. The said parcel is also subject to a restriction in interest to the effect that the land may be
transferred, leased, or charged only upon approval from the State Authority.
3. The Vendor has charged the Property to AMBANK ISLAMIC BHD by way of security for
a loan by virtue of Loan Agreement Cum Assignment (hereinafter referred to as “the Registered
Chargee”).
4. The Vendor intends to sell, and the Purchaser intends to purchase the said Property subject
to the terms of conditions stated in this Agreement.
5. The Purchaser intends to partially finance the purchase of the said Property by way of a Loan
(hereinafter referred to as “the Loan”).
6. The Vendor is represented by The Chambers of Sulaiman Adli, with its address at Unit 15-
13-04, Billionaire Row, Jalan Menara, Bukit Mewah, 68000 Ampang, Selangor whilst the
Purchaser is represented by Messrs. ……., with its address at…….. Commented [RA5]: Messrs. Muhammad & Co. with address
at No. 12, Jalan Maktab Mahmud, . 34567 Alor Setar,
Kedah.
CLAUSE 1
AGREEMENT TO SELL AND TO PURCHASE
1.01 In consideration of the sum which shall apaid by the Purchaser to the Vendor as the
Purchase Price according to clause 3 of this Agreement the receipt of which the Vendor hereby
acknowledges, the Vendor hereby sells, and the Purchaser hereby purchases the said Property
free from all encumbrances subject to consent to transfer being obtained from the State
Authority in accordance with clause 2 of this Agreement.
CLAUSE 2
CONDITIONS PRECEDENT
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Subject to such further terms and conditions contained in this Agreement, the Vendor hereby
agrees to sell and the Purchaser agrees to purchase the Property at the Purchase Price subject to
the following:-
2.011 The Vendor shall within 2 months from the date hereof, submit to the State Authority
an application for consent (hereinafter referred to as the said Consent) to transfer the said parcel
to the Purchaser and the Purchaser shall assist the Vendor in the said application;
2.013 In the event that the said Consent is not granted within THREE (3) months from the
date of this Agreement or within any extension period as shall be determined and agreed by the
Purchaser, the Vendor shall refund free of interest in the Deposit Sum and any other sums
received by them from the Purchaser to the Purchaser and whereupon this Agreement shall
terminate and be of no further effect and neither parties hereto shall have any claim against the
other; Commented [RA6]: 2.014 In the event the Vendor fails to
refund the said Deposit as stipulated in Clause 3 of this
Agreement within the fourteen (14) days, the Vendor shall pay
2.015 The parties hereby agree that the date of which this Agreement becomes unconditional interest calculated at the rate of eight percentum (8%) per
is the date of receipt by the Solicitors of the said Consent (hereinafter referred to as “the annum calculated on a daily basis from the fifteenth day
Unconditional Date”). onwards until the date of actual refund of the Deposit Sum and
thereafter this Agreement shall terminate and shall be of no
further force and effect.
CLAUSE 3
PAYMENT OF THE PURCHASE PRICE
Upon execution of this Agreement, the Purchaser shall pay to the Vendor the purchase price of
Ringgit Malaysia Three Hundred and Ninety (RM390,000) only (“Purchase Price”) and shall
be paid as follows: -
3.1.1 (a) a sum of Ringgit Malaysia Eleven Thousand and Seven Hundred (RM11,700) only,
being an amount equivalent to THREE per cent (3%) of the Purchase Price (“ Earnest Deposit”),
paid by the Purchaser to agent of the Vendor,
(b) a sum of Ringgit Malaysia Twenty Seven Thousand and Three Hundred (RM27,300) only,
being an amount equivalent to SEVEN per cent (7%) of the Purchase Price (“Balance Deposit”)
paid by the Purchaser to the Vendor’s Solicitors as stakeholder upon the execution of this
Agreement as part payment towards the account of the Purchase Price (which payment the
Vendor shall acknowledge receipt). The Vendor’s Solicitors is expressly authorised to release
the Deposit to the Vendor upon the Vendor’s Solicitors forwarding this Agreement duly
executed by the Vendor together with the documents referred to in Clause 4.01 below to the
Purchaser’s Solicitors. The Earnest Deposit and the Balance Deposit are hereinafter collectively
referred to as the “Deposit”;
3.1.2 The purchaser shall pay the Balance Purchase Price of Ringgit Malaysia Three Hundred
and Fifty One Thousand (RM351,000) to the Vendor’s Solicitors on or before the expiry of
three (3) months from the date the said Consent is issued (hereinafter referred to as “the
Completion Date”).
3.1.3 Subject to the Vendor’s Solicitors’ receipt of the Balance Purchase Price in accordance
with Clause 3.1.2 above, the Vendor’s Solicitors are hereby irrevocably authorised to release
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the Balance Purchase Price to the Vendor upon the expiry of five (5) Business Days from the
presentation of the Transfer at the Land Registry or the registration of the Transfer upon the
presentation, whichever is earlier provided that the Vendor shall have delivered vacant
possession of the Property in accordance with Clause 8 hereof. For the avoidance of doubt,
where the Purchaser is taking a loan, the parties hereby agree that the Vendor’s Solicitors are
hereby irrevocably authorised to release the Balance Purchase Price to the Vendor upon the
expiry of five (5) Business Days from the receipt of the loan amount from the Purchaser’s
Financier. Commented [RA7]: 3.1.4 In the event that the Purchaser fails
to settle the Balance Purchase Price or any part of it within the
Completion Date, the Vendor shall grant to the Purchaser an
extension of one (1) month only commencing from the expiry of
CLAUSE 4 the Completion Date (hereinafter called the “Extended
DOCUMENTATION Completion Date”) subject to the Purchaser paying the Vendor
interest at the rate of eight per centum (8%) per annum
calculated on a daily basis on all sum(s) left remaining due from
the aforesaid expiry of the Completion Date to the date of
4.01 Execution and delivery of Transfer documents payment being received by the Purchaser’s Solicitors.
Simultaneously with the execution of this Agreement, the Vendor shall execute
Transfer of Form 14A in the National Land Code and the Transfer Form shall be
delivered to the Vendor’s solicitors, who is authorised hold the said Form until they
receive a confirmation of loan approval from the Purchaser’s Solicitors, after which the
Vendor’s solicitors is authorized to deliver the Transfer Form to the Purchaser’s
solicitors for adjudication and registration in accordance with the provisions of this
Agreement. In the event that the loan approved is not sufficient to pay the full Purchase
Price of the said Parcel, the Purchaser shall be responsible to pay the difference between
the amount of the loan approval and the Purchase Price.
The Vendor where required shall furnish an undertaking in favour of the Purchaser’s
Financier to refund the loan sum in the event the Transfer in respect of the Property in favour
of the Purchaser cannot be registered at the relevant Land Registry for any reason(s) whatsoever
subject to the Vendor’s Stakeholders have in receipt of the Differential Sum.
CLAUSE 5
REAL PROPERTY GAINS TAX
The parties hereby undertake that each of them will through their respective solicitors
notify the Director General of Inland Revenue, Malaysia of the sale and purchase herein in
accordance with the Real Property Gains Tax Act 1976 within SIXTY (60) DAYS from the
approval of the Consent to Transfer and comply with any amendments or modifications made
from time to time by the relevant authorities.
Pursuant to this, the parties hereby acknowledge and agree that by virtue of Section 21B(1) of
the Real Property Gains Tax Act 1976, the Purchaser has to retain a sum of money equivalent
to three percentum (3%) of the Purchase Price (hereinafter referred to as “the Retention Sum”)
to be paid to the Director General of Inland Revenue, Malaysia within SIXTY (60) days from
the Disposal Date by the Vendor. For the purpose of this Section, both parties hereby agree that
the Purchaser’s Solicitors be authorised to retain the Retention Sum from the Deposit.
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In the event that the amount payable to the Director General of Inland Revenue exceeds the
Retention Sum, both parties hereby agree that the Vendor shall be responsible pay the difference
between the Redemption Sum and the Purchase Price so as to effect a full and proper Retention
Sum.
Notwithstanding the provisions of Clause 5.01 and 5.02 above, the Vendor hereby
irrevocably agree covenant and undertake to the Purchaser to pay any real property gains tax
that may be payable by the Vendor in respect of the disposal and sale of the Property to the
Purchaser and shall keep the Purchaser, his goods and effects fully indemnified in respect
thereof. The Vendor shall and hereby undertake with the Purchaser to make good any claims,
demands, proceedings or other action, which may be made or instituted against the Purchaser
by the Department of Inland Revenue or any other relevant authorities in connection therewith.
CLAUSE 6
6.01 The Vendor shall cause the existing charge to be discharged and shall remove all other
encumbrances existing on the said Parcel.
6.02 The Vendor shall forward the Vendor’s undertakings to refund the Loan and shall
obtain from the Existing Chargee the redemption statement and undertakings as may be
required by the Financier for the release of the Loan and forward the same to the Purchaser’s
Solicitors or the Financier or its Solicitors, as the case may be, within FOURTEEN (14) DAYS
from the date of receipt by the Vendor or his Solicitors of the request for the same, failing which
the time delayed shall be deemed to be time extended in favour of the Purchaser for payment
of the Balance Purchase Price free of interest. For avoidance of doubt, the Parties hereto agree
that the Balance Purchase Price shall be utilised for the redemption of the Property.
6.03 If the Redemption Sum shall exceed the Purchase Price, the Vendor shall pay to
Vendor’s Solicitors the difference between the Redemption Sum and the Purchase Price so as
to effect a full and proper redemption of the Property within SEVEN (7) days from the date of
receipt of the Redemption Statement by the Vendor’s Solicitors.
6.04 The Vendor shall forward to the Purchaser’s Solicitors or the Financier's Solicitors, as
the case may be, the original issue document of title to the said Property, a valid and stamped
Discharge of Charge together with the duplicate charge thereof and the necessary
stamping/registration fees within FOURTEEN (14) DAYS from the date the Vendor or his
Solicitors shall have received the redemption sum from the Purchaser or the Financier, failing
which the time delayed shall be deemed to be time extended in favour of the Purchaser for
payment of the Balance Purchase Price free of interest.
6.05 Any delay on the part of the Vendor in respect of Clause 6.2 and/or 6.3 and/or 6.4 above
shall correspondingly enlarge the time of the Completion Date by the number of days so
delayed.
6.06 Any penalty payable by reason of the said delay shall be borne by the Vendor including
but without limitation to the penalty or penalties on the late registration of the Memorandum of
Transfer and Memorandum of Charge and all other relevant documents pertaining thereto.
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6.07 All costs, fees and expenses in relation to the discharge of charge the Existing Charge
shall be borne and paid by the Vendor.
CLAUSE 7
CAVEAT
7.01 The vendor irrevocably agrees to the Purchaser’s lodgement of a private caveat against
the Property at its own cost and expense as the Purchase may deem expedient for the purpose
of protecting the interest of the Purchaser in the Property prior to the completion of this
Agreement PROVIDED ALWAYS that the Purchaser hereby irrevocably agrees and
undertakes with the Vendor that the Purchaser shall at the Purchaser’s own cost and expense
remove or cause to be removed within ten (10) Business Days any private caveat lodged by the
Purchaser upon any lawful termination of this Agreement by the Vendor pursuant to Clause
(purchaser’s default) or by the Purchaser pursuant to Clause (vendor’s default) hereunder.
7.02 In furtherance thereof, the Purchaser shall execute and furnish to the Purchaser’s
Solicitors a duly executed and registrable withdrawal of private caveat together with the
registration fees and the Purchaser hereby confirms and agrees that the Purchaser’ Solicitors
shall be authorised to present the withdrawal of private caveat to the Land Registry within the
said ten (10) Business Days period referred to above.
CLAUSE 8
VACANT POSSESSION
(a) The vacant possession of the Property shall be deemed delivered by the Vendor to the
Purchaser upon Purchaser’s Solicitors being notified of the Balance Purchase Price being
deposited into the Purchaser’s Solicitors Client’s Account in the event that the Balance
Purchase Price is paid by the Purchaser’s Financier by Interbank Giro Transfer (IBG) together
with late payment penalty (if any) and apportioned outgoings to the Vendor.
(a) The Vendor shall deliver the property to the Purchaser in a clean and habitable
condition.
CLAUSE 9
OUTGOINGS
(a) All quit rent, assessment, water, electricity, telephone (if any), Security Deposit and
Utilities Deposit and rental (if any) and conservancy charges and all other lawful outgoings
payable to the relevant authorities and maintenance charges in respect of the Property shall be
borne and paid by the Vendor and shall be apportioned as between the parties hereto as from
the date of delivery of vacant possession of the Property by the Vendor to the Purchaser
pursuant to Clause 8.01 above. In the event the said outgoings have been paid by the Purchaser,
the Vendor hereby undertake to reimburse the Purchaser for their portion as determined herein.
(b) The Purchaser upon received the apportionment from the Vendor shall within five (5)
working days to change the ownership of all utility bills, quit rent and assessment in the
Purchaser’s favour.
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9.02 Proof of Payment
Any amount due from either party shall forthwith be paid by the party concerned upon
production of the relevant receipts.
CLAUSE 10
CONDITION STATE ETC. OF THE PROPERTY
(a)The Purchaser hereby confirm and declare that they have inspected the Property and
are satisfied with the condition state nature and character of the same and the Vendor hereby
covenant with the Purchaser that the Property shall substantially be in and of the same condition
state nature and character.
CLAUSE 11
COSTS
All costs of and incidental to this Agreement including the transfer and stamp duty
thereon and registration fee and any additional stamp duty levied by the Stamp Office shall be
borne and paid for by the Purchaser. Each party shall bear its own Solicitors' costs.
CLAUSE 12
DEFAULT
(i) In the event that the Purchaser fails to pay to the Vendor the balance of the
Purchase Price pursuant to Clause 3.01 herein in the manner stated therein, the
Vendor shall be entitled to consider this Agreement as determined absolutely
whereupon the Vendor shall be entitled consider as forfeited by the Purchaser
to the Vendor the sum of RINGGIT MALAYSIA (RM 39,000 ) ONLY
being the deposit paid pursuant to Clause 1.01 hereof as agreed liquidated
damages for breach of contract and the Vendor shall refund the balance thereof
(if any) free of any late payment penalty to the Purchaser provided that the
Purchaser shall forthwith redeliver or cause to be redelivered to the Vendor
vacant possession of the Property (if the same has been delivered by the Vendor
to the Purchaser), any or all documents belonging to the Vendor including the
issue document of title (if the same has already been delivered to the Purchaser
or to the Financier's Solicitors) and the relevant transfer documents (if the
transfer documents have already been delivered to the Purchaser or the
Purchaser’s Solicitors and the said transfer documents are not required for
cancellation by the Stamp Office for the purpose of refund of stamp duty) to
be returned to the Vendor with the Vendor’s interest remain intact and proof
of withdrawal of private caveat by the Purchaser and the Purchaser’s Financier
whereupon this Agreement shall thereafter terminate or cease to be of any
further effect and neither party hereto shall have any claim against the other.
(ii) Notwithstanding to the clause 12.01(i), in the event that the Purchaser’s loan
application cannot be approved, the Vendor agrees to refund the deposit sum
less the legal fees and costs incurred during this transaction.
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12.02 Default by the Vendor
In the event the Vendor(s) shall fail refuse and/or neglect to complete this Agreement
or to transfer the said Property to the Purchaser(s) or his nominee(s) as required herein
notwithstanding that the Purchaser(s) has performed and completed his obligation under this
Agreement, including but not limited to, the payment of the Purchase Price, the Purchaser(s)
may elect either :-
a. to terminate in which case the Vendor(s) to refund all monies paid free of interest
and to pay to the Purchaser(s) a further sum as stated in Section 13 of the Schedule hereto being
agreed liquidated damages whereupon this Agreement shall be treated as null and void and of
no further effect and neither party shall have any claim whatsoever against the other; or
(a) Notwithstanding any of the provisions contained in Clauses 12.01 and 12.02 above to
the contrary, in the event that all or any of the relevant documents necessary for effecting
registration of the transfer of the Property from the Vendor in favour of the Purchaser free
from all encumbrances are not registered due to the reason of any unforeseeable circumstances
not owing to the fault of either party hereof, then: -
(i) the Vendor shall, subject to the Purchaser returning or causing to return to the Vendor
the original of the title deed of the Property and all the relevant transfer documents (if
the same are in the possessions of the Purchaser),
(ii) redeliver vacant possession of the Property (if the same has already been delivered to
the Purchaser),
(iii) upon demand from the Purchasers forthwith refund to the Purchaser all moneys
(including the amount of the said deposit) paid by the Purchaser pursuant to the
provisions of this Agreement without any late payment penalty or compensation being
payable in exchange for the valid and registrable withdrawal of private caveat duly
executed by the Purchaser (in the event that the Purchaser has exercised their rights
under Clause 7 and has presented for registration a private caveat against the Property)
accompanied by the necessary registration fees whereupon this Agreement shall
terminate and cease to be of any further effect and neither party hereto shall have any
further claim against the other and the Vendor shall be entitled to dispose of the
Property in such manner as he may deem fit in his absolute discretion as the sole and
unencumbered owner.
(b) For the purpose of this clause, any non-registration by virtue of any errors or mistakes
in the preparation of the registration documents that can be remedied shall not be a ground for
termination of this agreement.
CLAUSE 13
GOVERNMENT ACQUISITION
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The Vendor hereby warrants and undertakes to the Purchaser that as at the date of execution of
this Agreement, the Vendor has no knowledge nor has any reason to believe that the Property
or any part thereof has been acquired or is subject to acquisition by any governmental statutory
urban or municipal authority or that any advertisement in the Government Gazette of such
intention has been published pursuant to either Section 4 or Section 8 of the Land Acquisition
Act 1960. In the event that The Vendor shall be served with any such notice of acquisition at
any time after the execution of this Agreement and prior to the presentation of the transfer of
the Property to the relevant authority for registration, the Vendor shall immediately give notice
in writing to the Purchaser or the Purchaser's solicitors of such notification and the Purchaser
shall immediately be entitled to by notice in writing to the Vendor, opt of either:
a. To rescind this Agreement whereby the Vendor shall within THIRTY (30) days of
receipt of the Purchaser or the Purchaser's solicitor’s notice refund to the Purchaser all sums
already paid by the Purchaser and/or the Purchaser's Financier to the Vendor pursuant to this
Agreement and the Purchaser shall upon such refund, re-deliver to the Vendor the Issue
Document of Title to the Property, the Memorandum of Transfer together with all other relevant
documents pertaining to the Property which are already in the custody of the Purchaser or the
Purchaser's solicitors and if the same shall then have been delivered to the Purchaser vacant
possession of the Property and thereafter this Agreement shall be terminated and shall be null
and void and of no effect or force ad neither party hereto shall have any further rights against
the other save and except for any antecedent breach of this Agreement; or
b. To continue this Agreement and the Vendor shall inform the authority of the
Purchaser having interest in the said Parcel and shall thereto negotiate for the best compensation
that shall be received by the Purchaser provided that the full Purchase Price that is stated under
this Agreement shall be paid fully by the Purchaser.
CLAUSE 14
REPRESENTATIONS AND WARRANTIES
The Vendor hereby undertakes represents and warrants to the Purchaser that:-
a. the said Property is free from all encumbrances, save and except the express and
implied restrictions stated in the document of title, and is not subject to any borrowings of any
and undertakes not to encumber the said Property pending the completion of the sale and
purchase herein;
b. all quit rent rates assessments and other lawful outgoings due to the relevant authorities
in respect of the said Property by the Vendor and all conditions affecting the said Property
whether express or implied under any Act, Ordinance, Enactment, Order, regulations, bye laws
and directives have been duly complied with by the Vendor and the Vendor shall not at any
time hereafter do or suffer to be done or omitted any act or thing in or in respect of the said
Property which may render the said Property or any part thereof liable for forfeiture or
attachment;
c. there is no subsisting Sale and Purchase Agreement in respect of the said Property or
any part thereof between the Vendor and any third party;
d. the Vendor is not undischarged bankrupt and neither is there any bankruptcy
proceedings threatened initiated or pending against the Vendor;
e. the Vendor is not in breach and shall not prior to the completion of the sale herein
commit any breach of any express or implied conditions of title to the said Property;
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f. that the Vendor shall maintain the state and the condition of the said Property as at the
date of the Purchaser’s inspection until the date of the delivery of vacant possession;
g. that there is no pending suit, legal proceedings or claim against the Vendor which may
affect in any way the rights of the Vendor to dispose of the said Property; and
h. that the Vendor has absolute and unfettered right to dispose of and/or sell and/or
transfer the said Property to the Purchaser.
Notwithstanding the foregoing, the Vendor hereby agrees to at all times fully and completely
indemnify and keep the Purchaser indemnified and hold the Purchaser harmless from and/or
against any loss, claims, demands, counterclaims, actions, proceedings damages, costs,
expenses and all other liabilities whatsoever including legal costs on a solicitor and client basis
which the Purchaser may suffer, incur or sustain by reason of and/or arising from and/or in
connection with and/or in relation to the Vendor breach of the abovementioned undertakings,
warranties and/or representations without prejudice however to the Purchaser’s’ rights to
terminate this Agreement in which case the provision of Clause 12 shall apply.
CLAUSE 15
PASSING OF RISKS
15.01 The parties hereby agree that the risk in the said property shall pass to the Purchaser(s)
on the Completion Date or the Extended Completion Date.
CLAUSE 16
FORCE MAJEURE
16.01 The party shall be relieved from liability and shall not be construed to be in default in
respect of any obligation under the global disease, outbreak, global health emergency or
emergency to the extent that and for so long as the failure to perform such obligation ended by
announcement of the State or Federal Government or any authority recognized by the
Government.
16.02 In the event that the said property is substantially damaged, destroyed by fire, flood,
draught, tempest, civil unrest or by Act of God before the delivery of vacant possession by
resulting the said property not being fit for habitation, the Purchaser may by notice in writing
terminate this Agreement whereupon this Agreement shall be rendered null and void and of no
further effect and in such circumstances, the Vendor shall return to the Purchaser all monies
paid by the Purchaser of the original title and the transfer with the Vendor’s interest in the said
Property intact and the withdrawal of Private Caveat lodged over the said property by either the
Purchaser or the Purchaser’s Solicitors with the requisite fee PROVIDED THAT the Purchaser
shall not be required to return the transfer to the Vendor in the event the same is required for
the refund of stamp duty whereupon this agreement shall be determined and be null and void
and be of no further effect and neither party shall have any further claims against the other.
CLAUSE 17
Notice
17.01 Any notice referred to in this Agreement which is required to be served upon the parties
hereto shall be deemed to have been served if sent by registered post to the address of the parties
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given in this Agreement. A notice sent by post shall be deemed to have been served at such a
time as which the notice would be delivered in the ordinary course of business.
CLAUSE 18
TIME
18.01 Time
CLAUSE 19
BINDING EFFECT
CLAUSE 20
KNOWLEDGE OR ACQUIESCENCE
CLAUSE 21
SPECIAL CONDITIONS
21.01 Both parties agree that time wherever mentioned therein which shall be observed either
under obligation of the Vendor and or under obligation of the Purchaser shall be extended free
of late payment penalty for such delay and/or upon occurrence any situation in the clause 16.01
and clause 3.01(d) (v) of this agreement.
21.02 It is hereby agree by the parties, in the event that the Purchaser’s loan application
cannot be approved by any financial institution in favour of the Purchaser, this agreement
become terminated and as agreed, the Vendor shall refund to the Purchaser all the deposit sum.
CLAUSE 22
HEADINGS
The heading of each provision herein contained are inserted merely for the convenience
of reference and shall be ignored in the interpretation and construction of any of the provisions
herein contained.
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CLAUSE 23
DEFINITIONS
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 importing the masculine gender shall be deemed and taken to include the
feminine and neutral genders;
c. where there are two or more persons or parties included or comprised in the expression
"the Vendor" or "the Purchasers", agreements covenants terms stipulations and undertakings
expressed to be made by or binding upon such persons or parties shall be deemed to be made
by or binding upon such persons jointly and severally;
d. a period of days from the happening of an event or the doing of any act or thing shall
be deemed to be inclusive of the day on which the event happens or the act or thing is done and
if the last day of the period is a weekly holiday or public holiday (hereinafter referred to as "the
excluded day"), the period shall include the next following day which is not an excluded day;
f. the Vendor and or the Vendor’s nominee shall be liable jointly for any breach of this
agreement .
IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and month
and year first written above.
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