DATED THIS ………………………………. DAY OF ……………………………………………….

2023

CAROLINE NAISAE SANKAN

(as the Vendor)

- TO -

PACIFICA JEMELI

(as the Purchaser)

AGREEMENT FOR SALE

- OF -

TITLE NUMBER: NGONG/NGONG/37777

DRAWN BY:
MAUWA & COMPANY ASSOCIATES,
OPP. AUTO EXTREME GARAGE/KIWASCO OFFICES-TOM MBOYA,
ALONG NYERERE ROAD,
P O BOX 1475 – 40100
KISUMU
 REPUBLIC OF KENYA

MEMORANDUM OF SALE OF LAND

THIS AGREEMENT is made on the …………….…………. Day of …………………………... 2023

BETWEEN CAROLINE NAISAE SANKAN of ID NO. 21021371 and Post office Box Number
…………………… hereinafter called the Vendor which expression shall where the context so
admits include her successors and assigns of the one part and PACIFICA JEMELI of ID NO.
28688487 Post office Box Number …………………… hereinafter called the Purchaser which
expression shall where the context so admits include her successors and assigns of the other part.

WHEREAS:
(A) The Vendor is the absolute proprietor of ALL THAT parcel of land situate in the Kajiado
District in Kajiado County containing measurements zero decimal zero four seven (0.047)
hectares or thereabouts more specifically as shown in the schedule herewith Title No:
NGONG/NGONG/37777. (Hereinafter referred to as “the Property”).

(B) The Vendor is desirous of selling the said property and the Purchaser has agreed to purchase
the same at the terms here below.

IT IS HEREBY AGREED as follows:

Definitions And Interpretation
1.1 Unless the contrary intention appears, the following definitions apply:
(a) “Completion Date” means Ninety (90) days from the date of execution of this
Agreement or such other date as the parties may mutually agree in writing;

(b) “Financier” means Stanbic Bank (Kenya) Limited.

(c) “Chargor” means Agricultural Finance Corporation Bank (Kenya) Limited

(d) “Property” means the freehold property more particularly described in the First
Schedule (including all the buildings and improvements situated thereon if any);
 (e) “Vendors’ Advocates’ means Messrs. Mauwa & Company Associates, Opp. Auto
Extreme Garage/Kiwasco Offices-Tom Mboya, Along Nyerere Road, P.O. Box
1475 – 40100 Kisumu

(f) “Purchaser’s Advocates’ means Messers. Igeria & Ngugi Advocates, Rose Avenue,
Avenue 5 Building, 4th Floor, Door 1, P.O. Box 60635 ,Nairobi.

(g) “Vendors Account” means the account number ……………………….. at

……………………….Limited, …………………….. Branch.

1.2 The clause and paragraph headings are for ease of reference only and are not to be taken
into account in the interpretation of the provisions to which they refer.

1.3 Each of the provisions of this Agreement is severable and distinct from the others and, if
at any time one or more of those provisions is or becomes invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired.

1.4 Any statute or any provision of any statute shall be deemed to refer to any statutory
modification or re-enactment thereof and to any statutory instrument, order or regulation
made thereunder or under any such re-enactment.

1.5 Indemnifying any person against any circumstance includes indemnifying and keeping him
harmless from all actions, claims and proceedings from time to time loss or damage and
all payments, costs and expenses made or incurred by that person as a consequence of or
which would not have arisen but for that circumstance.

1.6 Costs, charges, expenses or remuneration shall be deemed to include, in addition,

reference to any value added tax or similar tax charged or chargeable in respect thereof.

1.7 References in this Agreement to the Vendors include their successors and assigns and
references to the Purchaser include his successors and assigns.
1.8 This Agreement constitutes the entire agreement of the parties with regard to its subject
matter and supersedes and cancels all previous negotiations and agreements.

Agreement For Sale And Purchase

2.1 The Vendor has agreed to sell and the Purchaser has agreed to purchase the Property at
the purchase price and upon the terms and conditions set out in this agreement.
2.2 The interest in the Property to be sold is freehold.

Price and Deposit

3.1 The purchase price for the Property is Kenya Shillings Six Million Four Hundred Thousand
(Kshs. 6,400,000/=) only.

3.2 The Purchaser shall pay a deposit of Kenya Shillings Four Hundred Thousand (Kshs.
400,000/=) only to the vendors’ account upon receipt of all the completion documents
in clause 4.1 of this agreement or upon receipt of an acceptable and irrevocable
professional undertaking from the Chargor that they undertake to forward all the
completion documents in clause 4.1 to the purchaser’s advocates.

3.3 The balance of the purchase price of Kenya shillings Six Million (Kshs. 6,000,000/=) only
shall be paid to the vendor’s account on the successful registration of transfer in favour of
the Purchaser herein and a charge on the property in favour of the financier or on or
before the expiry of ninety (90) days from the date of execution of this Agreement,
whichever is earlier.

Completion Arrangements
4.1 Upon payment of the Deposit amount and upon the Purchaser’s advocate and/or financier
issuing a suitable irrevocable professional undertaking to the Vendors’ Advocates that the
balance of the purchase price shall be paid to the Vendors’ account within fourteen (14) days
upon successful registration of the transfer and charge on the property, the vendors’
Advocates shall immediately release to the Purchaser’s Advocates the following completion
documents in respect of the Property:
a. The original Title Deed in the names of the Vendor in respect of the Property.

b. Certified copy of a current official search on the property.

 c. The duly executed Transfer in favour of the Purchaser and/or the Purchaser’
nominee(s) (in triplicate) in a form prepared by the Purchaser’s Advocates;

d. Certified copies of P.I.N. Certificates, Identity Cards/Passports and three coloured

passport size photographs of each of the Vendors;

e. Original Land Rent Clearance Certificate for the year 2023 from the Commissioner
of Lands if any;

f. A valid Land Rates Clearance Certificate if any.

g. Original Letter of Consent to Transfer the Property from the Land Control Board;

h. Affidavits of spousal Consent or Affidavit confirming that spousal consent is not

necessary;

i. Original Local Authority Rates receipts evidencing payment of all past and present
rates in full up to (and including) the Completion Date together with the original
Rates Clearance Certificate valid for at least thirty (30) days from the Completion
Date (if applicable);

j. Original Land Rent receipts evidencing payment of all past and present land rent in
full up to (and including) the Completion Date together with the Customer
Transaction Vouchers in respect thereof;

k. Original receipts evidencing payment of water, electricity and all other utilities in full
up to (and including) the Completion Date together with duly completed and
executed account transfer forms in respect thereof; and

l. Any consents, approvals and documents which the Purchaser’s Advocates shall
reasonably require in order to undertake the unconditional transfer of the Properties
to the Purchaser or the Purchaser’ nominee.

5.1 Completion is to take place on or before the Completion Date at the offices of the
Vendor’s Advocates or such other place as may be mutually agreed between the Vendor
and the Purchaser.

5.2 The onus of arranging for the registration of the transfer of the Properties in a timely
manner shall rest with the Purchaser.

5.3 If for any cause whatsoever, other than non-completion caused by the default of the
Vendor, the purchase price shall not have been paid as stipulated in clause 5.4, and
without prejudice to the Vendors’ rights as stated in clause 5.5, then the Purchaser shall
pay to the Vendor interest on the Purchase Price at the rate of 20% per annum calculated
from the Completion Date until payment of the purchase price in full both days inclusive.
5.4 If the Purchaser defaults in the payment of the balance of the purchase price on the
Completion Date, then the Vendors shall give the Purchaser a notice of Seven (7) days to
complete, and in default of the said notice, the Vendors shall rescind this contract and
forfeit the deposit of the Purchase price and refund the Purchaser the balance of the
payment made within Seven (7) days of rescission.

5.5 If the Vendor is unable to complete by the completion date, the Purchaser shall issue him
with written notice of Seven (7) days requiring him to complete and if the Vendors is
unable to, the Vendors will be obliged to refund to the Purchaser all moneys paid to him
by the Purchaser together with interest of 10% per annum within Seven (7) days of such
notice and thereafter this agreement shall stand rescinded.

Vacant Possession
6.1 The Purchaser shall be entitled to possession of the Property upon payment of the deposit
to the Vendors’ account and shall be entitled to fence off the property.

General Matters Subject To Which the Properties are Sold

7.1 The Property is sold subject to the easements conditions restrictions and other matters
subject to which the Vendors hold the freehold interest but otherwise free from all
encumbrances or adverse claim whatsoever.

7.2 The Property is sold in the condition it stands and the Vendors shall not be liable to
repair, renew or improve the same. The Purchaser confirms that their authorised
representative(s) have inspected the Property and have satisfied themselves as to the state
of the Properties.

7.3 The Purchaser has inspected the Property and the Vendors shall be required to point out
to the Purchaser the beacons of the Property or to replace any beacons that are missing or
misplaced.

Warranty
8.1 In consideration of the Purchaser entering into this Agreement and in consideration of the
Purchaser agreeing to pay the Vendors the Purchase Price in accordance with the
provisions of this Agreement the Vendors represent and warrant to the Purchaser that:
a. The vendor is the lawful owner of the property and are duly authorized and able to
enter into this agreement and perform their obligations herein.
b. the execution and delivery of this Agreement, will not result in a breach of, or
constitute a default under, any agreement or instrument or Orders to which the
Vendors are a party or by which the Vendors are bound; or
c. result in a breach of any order judgement or decree of any court or Government
agency to which the Vendors are a party or by which the Vendors are bound.
d. the Property is not subject to any equities in favour of a third party or other rights
which grants that third party any non-registrable interest or right in the Property;
e. all covenants, restrictions, stipulations, conditions and other encumbrances affecting
the Property has been strictly observed and performed;
f. all the requisite approvals, consents and authorizations in respect of the ownership,
use and purposes to date of the Property has been obtained and all requisite
payments to procure the consents, approvals and authorizations have been paid;
g. there are no boundary disputes relating to or regarding the Land;
h. no payments or deposits have been received from any other persons with respect to
the Property;
i. there is no adverse claim on the property, dispute regarding ownership, boundary,
easement or administrative proceedings relating to the property;
j. the vendors have to the best of their knowledge disclosed to the purchaser all
material information relating to the property;
k. the vendors will immediately disclose in writing to the purchaser of any event or
circumstances which may arise or become known to them after the date of this
agreement and prior to completion which is inconsistent with any of the warranties or
which had it occurred on or before the date of this agreement would have constituted
a breach of the warranties or which is material to be known by a purchaser for value
of the property.
l. there are no pending suits, administrative actions, judicial actions or any other actions
or proceedings of or by any government or any agency or any other third party in
relation to or affecting the Property; and
m. The representations and warranties in this Agreement shall be deemed repeated by
the Vendors on and as of each day this Agreement remains in force.
n. The land is not communal land
Representations
10.1 The Purchaser acknowledge that no statement or representation, whether oral or written,
nor has it been induced to enter into this Agreement, apart from the written replies (if any) of
the Vendors’s Advocates to written enquiries raised by the Purchaser’ Advocates.

Treatment of Apportionments
11.1 Land Rent and Rates up to the Completion Date shall be paid by the Vendor and thereafter
by the Purchaser and if necessary the same shall be apportioned accordingly.

Value Added Tax

12.1 An obligation to pay money includes an obligation to pay any Value Added Tax
chargeable in respect of that payment.

Costs
14.1 Each party shall bear its own Advocates costs in respect of this agreement and of the
Transfer.

14.2 The Purchaser shall bear the costs of all stamp duty and registration fees payable with
respect to the Transfer of the Property.

14.3 The Vendors shall bear the costs for Capital Gains Tax.

Indemnity
15.1 The Vendors hereby undertake at all times and from time to time to keep the Purchaser
indemnified (on full and unqualified basis) on first written demand by the Purchaser, from
and against all actions, losses, liabilities, claims and demands whatsoever which may be
incurred or suffered by the Purchaser or for which the Purchaser may be or become liable
pursuant to breach or non-performance by the Vendor of any provision or warranty
contained in this Agreement.

Incorporation of the Law Society Conditions

16.1 The provisions of the Schedules are to apply.
16.2 The sale is subject to the Law Society Conditions of Sale (1989 Edition) in so far as they
are not inconsistent with or excluded or amended by the provisions of the Agreement.
16.3 For purposes of this Agreement time shall be of the essence.

FIRST SCHEDULE
Particulars of the Properties
ALL THAT parcel of land situated in the Kajiado Municipality in Kajiado County containing
measurements zero decimal zero four seven (0.047) hectares or thereabouts being a portion of
Title No. NGONG/NGONG/37777 which is the piece of land comprised in the said Title Deed.

IN WITNESS whereof the agreement has been duly executed by and/or on behalf of the parties
hereto the day and year first hereinbefore written.

SIGNED BY THE VENDOR )

CAROLINE NAISAE SANKAN ) ………………………………
ID NO. 21021371
In the presence of

SIGNED BY THE PURCHASER )

PACIFICA JEMELI ) ……………………………
ID NO. 28688487
In the presence of )

I certify that the above-named persons appeared before me on …………………… day of

……………………………………… 2023 and duly signed this agreement in my presence.

…………………………………………………
Signature and Designation of
Person certifying

VENDOR’S WITNESS(ES)

PURCHASER’S WITNESS(ES)
DRAWN BY:
MAUWA & COMPANY ASSOCIATES,
OPP. AUTO EXTREME GARAGE/KIWASCO OFFICES-TOM MBOYA,
ALONG NYERERE ROAD,
P O BOX 1475 – 40100
KISUMU