Deed of Sale of Office Space
This indenture is made this 10th day of September 2000 between AB Co. P. Ltd. an existing company within the meaning of the Companies Act 1956 and having its Registered Office at ………………………… in the town of ……………………… hereinafter referred to as the vendor (which term shall unless contrary or repugnant to the context mean and include its successors and assigns) of the One Part and Mr. XY residing at …………………………………… hereinafter referred to as the purchaser (which term shall unless contrary or repugnant to the context mean and include his heirs, legal representatives, executors, administrators and assigns) of the Other Part.
Whereas by a conveyance dated 10th September 1999 registered in Book No. 1, Volume 2, Pages 10 to 20, being No. 5 for the year 1999 at the Office of the Registrar of Assurances, ………………… made between Mr. AB of ………………………………………………… the seller of the One Part and AB Co. P. Ltd. the purchaser of the Other Part the said AB Co. P. Ltd. purchased all that piece or parcel or plot of land containing by measurement an area of 10 cottahs be the same a little more or less together with 3-storeyed brick-built building, messuages, tenements, dwelling-house, heriditaments, premises, godowns, shops and other structures whatsoever lying at and being municipal premises No. ……………………………………………… in Holding No. ………… Block No. …………… in the town of Calcutta more fully described in the First Schedule hereunder written, hereinafter referred to as the said premises.
And whereas the said AB Co. P. Ltd. is seized and possessed of or otherwise well and sufficiently entitled to the said premises free from all encumbrances whatsoever.
And whereas the said AB Co. P. Ltd. having duly demolished all the buildings, godowns, shops and other structures whatsoever then lying erected thereon commenced the construction of a new multi-storeyed building comprising of several office rooms, shops, showrooms and other structures in or upon the land comprised in the said premises hereinafter called the said building.
And whereas the purchaser having inspected the original Title Deeds, documents and papers as also sanctioned Plan duly satisfied himself with regard to the right, title and interest of the vendor as also with regard to the areas, dimensions, measurements and other details of the said building.
And whereas by an agreement dated 5th June 2000 the purchaser herein agreed to acquire all that an office space bearing No. …… on the 2nd floor of the said building more fully described in the Second Schedule hereunder written hereinafter referred to as the said office space for the consideration and on the terms and conditions therein contained.
And whereas the vendor from time to time entered into several similar agreements with various other persons or parties for transfer of the several other office spaces, shops, showrooms, parking spaces and other spaces of the said building.
And whereas in pursuance of the said Agreement dated 5th June 2000 the vendor herein duly completed the construction of the said building as also the said office space in accordance with the sanctioned plan.
And whereas in pursuance of the said Agreement as hereinbefore recited, the purchaser from time to time duly paid to vendor the entire agreed consideration money for acquiring the said office space as mentioned in the said Agreement whereupon the purchaser was duly put in vacant and peaceful possession of the said office space.
And whereas the purchaser herein having paid the entire agreed consideration money and also having been put in vacant and peaceful possession of the said office space as per the said Agreement as hereinbefore stated, has been occupying possessing using and enjoying the same.
And whereas the vendor being approached and requested by the purchaser, has agreed to complete the transfer by executing and registering these presents in respect of the said office space for the consideration and on the terms and conditions hereinafter appearing.
Now this indenture witnesseth that in pursuance of the said Agreement and in consideration of the said sum of Rs. 2,00,000 (Rupees two lakhs) only paid by the purchaser to the vendor as per the said Agreement the receipt whereof the vendor doth hereby admits and acknowledges and of and from the same and every part thereof acquits, releases, exonerates and discharges the purchaser as also the said office space intended to be transferred and/or assigned the vendor doth hereby grant transfer convey assign and assure unto and in favour of the purchaser all that the undivided half share of the office space No. 6 on the 2nd floor containing a super built up area of 500 sq. ft. be the same a little more or less situated lying at …………… ………………………………… more fully and particularly described in the Second Schedule hereunder written, hereinafter referred to as the said office space free from all encumbrances whatsoever together with all easements or quasi-easements or other stipulations or provisions for the beneficial use and enjoyment of the said office space as mentioned in the Third Schedule hereunder written together with the right to use the common areas facilities and installations at the said Building, more fully described in the Fourth Schedule hereunder written, in common with the vendors as also the other owners and/or occupiers of other office spaces, shops, showrooms and other spaces of the said building for the purpose of uninterrupted ingress to and egress from the said office space.
Or howsoever otherwise the said office space or any part thereof now are or is or heretofore were or was situated tenanted butted bounded called known numbered described as distinguished.
To have and to hold the said office space more fully described in the Second Schedule hereunder written together with all easements or quasi-easements or other stipulations or provisions for the beneficial use and enjoyment of the said office space as mentioned in the Third Schedule hereunder written and together with the right to use the common areas facilities and installations at the said building, more fully described in the Fourth Schedule hereunder written in common with the vendor and the owners and/or occupiers of the other spaces in the building excepting and reserving unto the vendor the easement or quasi-easement rights and privileges mentioned in the Fifth Schedule hereunder written and further subject to the several restrictions mentioned in the Sixth Schedule hereunder written and also subject to the purchaser regularly and punctually paying proportionately the maintenance costs and other expenses as mentioned in the Seventh Schedule hereunder written.
The vendor doth hereby covenant with the purchaser as follows:
(a) The interest in the said office space which the vendor does hereby profess to transfer subsists and that the vendor has good rightful power and absolute authority to grant, convey, transfer, assign and assure the said office space in favour of the purchaser in the manner as aforesaid.
(b) It shall be lawful for the purchaser from time to time and at all times hereafter to enter into and upon and hold and enjoy the said office space and also to receive the rents issues and profits thereof without any interruption, disturbances, claims or demands from or by the vendor or any other person or persons claiming through or under or in trust for the vendor subject to the terms, conditions, covenants and restrictions as are herein contained.
(c) The said office space hereby transferred and conveyed are freed and discharged from and against all manner of encumbrances, charge, liens, trusts and attachments whatsoever save and except the terms, conditions, covenants and restrictions as are herein contained.
(d) The vendor shall from time to time and at all times hereafter at the requests and costs of the purchaser make do acknowledge execute and perfect all such further lawful and reasonable acts deeds matters and things whatsoever for further better and more perfectly assuring the said office space unto the purchaser in the manner aforesaid.
And the purchaser to the end and intent that his obligations covenants and restrictions herein contained, shall at all times hereafter run with the said office space hereby transferred, do hereby covenant with the vendor as follows:
(a) The purchaser so as to bind the owner and/or occupier for the time being of the said “office space” and so that this covenant shall be for the benefit of the said building as also the Owners and Occupiers of the different portions thereof hereby covenant with the vendor as also with the owners and/or occupiers of several other office spaces, showrooms and other spaces of the said building that the purchaser and all other persons deriving title under him will at all times hereafter observe the restrictions set forth in the Sixth Schedule hereunder written.
(b) The purchaser shall at all times hereafter regularly and punctually make payment of all Municipal taxes, Municipal surcharge, multi-storeyed building taxes and all other rates taxes, cess, imposition and outgoings whatsoever which may from time to time be imposed or become payable in respect of the said office space.
(c) The purchaser shall within six months from the date of execution of these presents apply for and get his name mutated as owner in respect of the said office space in the records of the Calcutta Municipal Corporation and shall also obtain separate assessment of the said office space.
(d) So long as the said office space is not separately assessed by the Calcutta Municipal authorities, the purchaser shall regularly and punctually pay the proportionate share of the assessed Municipal taxes, multi-storeyed building taxes and other outgoings, taxes, impositions whatsoever as may be assessed or found payable in respect of the said office space.
(e) The purchaser shall regularly and punctually contribute and pay month by month and every month the proportionate share of the costs expenses and outgoings including the maintenance and service charges as mentioned in the Seventh Schedule hereunder written. The apportionment of such costs and expenses shall be made by the vendor and the same shall be conclusive final and binding on the purchaser.
(f) The purchaser shall permit the vendor and its surveyors or agents with or without workmen and others at all reasonable times on prior appointment to enter into and upon the said office space for the purpose of repairing, making, reinstating, re-building, cleaning, lighting and keeping in order and good conditions, the sewers, drain-pipes, cables, water courses, wire structures or other conveniences belonging to or serving or used for the building and also for the purpose of laying down, maintaining, repairing, restoring, testing, drainage, gas, pipes, water pipes, electrical wires and cables and for such other similar purpose.
(g) The purchaser shall keep the said office space in good, substantial repair and condition so as to support and protect the other parts of the said building as they now enjoy.
(h) The purchaser shall at his own costs and expenses keep the said office space duly insured against fire and other risks and shall regularly and punctually pay premium in respect of such Insurance. In case of there being any damage to the said office space/said building due to fire or other accident, the amount of compensation as may be received and/or realised from the Insurance Company shall exclusively be utilised for the purpose of repairing of the said office space and the said building.
(i) The purchaser shall keep all sewers, drains, pipes, passages, stairs, main entrances, serving the said office space in good condition.
And it is hereby mutually agreed by and between the vendor and the purchaser as follows:
(a) The parties hereto shall abide by the Agreement dated the 5th day of June 1999 with regard to the supply of electricity by the vendor from its own high-tension connection. The purchaser hereby agrees that in case of delay and/or default on the part of the purchaser in observing and performing the terms, conditions, stipulations and covenants contained in the said Agreement dated the 5th June 1999 and/or in case of delay and/or default in payment of electricity charges and other amounts by the purchaser to the vendor, then and in that event, the vendor shall be entitled to disconnect the electricity supply.
(b) The purchaser agrees to be a member of the Association or Syndicate or Company if any formed by the vendor for the administration and maintenance of the common areas and facilities at the said building and further agrees to sign and execute all papers, documents and applications, bye-laws, rules and regulations as may be necessary or required for formation and/or registration of such Association or Syndicate or Company and further agrees to be bound by the rules, regulations and bye-laws of such Association or Society or Company to be formed by the vendor as aforesaid. The purchaser also agrees that in case of default on the Part of the Purchaser, the vendor herein shall be entitled as Constituted Attorney on behalf of the purchaser to sign and execute all papers documents, applications, rules, regulations and bye-laws and this power and authority in favour of the vendor shall remain irrevocable and shall cease to have any effect immediately upon the formation of the proposed Association or Syndicate or Company.
(c) The purchaser shall render his best co-operation and assistance to the vendor in the formation of Association, Syndicate or Company for the maintenance and administration of the common areas and facilities as also the common service at the said building and also agrees with the rules regulations and bye-laws of such Syndicate or Association or Company as may be formed by the vendor in its absolute discretion shall be final and binding.
(d) The purchaser hereby agrees that the vendor herein shall at all times be entitled to erect and/or construct one or more floors or other structures on the roof or other vacant spaces of the said building and that such new floor or floors or other structures as may be erected by the vendor shall be entitled to all the existing sewers, drains, water connections as also to use and enjoy all common areas facilities described in the fourth schedule hereunder written, without any objection or obstruction by or at the instance of the purchaser or any person or party claiming under the purchaser. In this regard, the purchaser shall not be entitled to any compensation or damages whatsoever.
(e) The purchaser hereby agrees and confirms that nothing contained in these presents shall be construed to confer upon the purchaser any right title or interest of any kind whatsoever into and over the said premises and/or the land comprised therein and/or the said building except in respect of the said office space hereby transferred and conveyed subject to the terms, conditions, covenants, stipulations and restrictions as herein specifically stated.
The First Schedule above referred to
All that piece or parcel of land containing by measurement an area of 10 cottahs be the same a little more or less together with the building and structures whatsoever erected thereon situate lying at and being Municipal premises ………………………………………………………… in Holding No. ………… in Block …………… in the North Division of the town of Calcutta and in respect whereof the Government revenue is payable at the rate of Rs. 10 and butted and bounded in the manner as follows:
On the North … by …………………… .
On the South … by Premises No. ……………………….
On the East … by Premises No. ……………………….
On the West … by Premises No. ……………………….
The Second Schedule above referred to
All that undivided half share of an office space containing the super built up area of 500 sq. ft. be the same a little more or less being office space No. ……… situated on the 2nd floor of the said building at ……………………………………………. The said super built up area has been calculated by adding to the carpet area, the areas of pillars, inner walls and space covered by the outer-walls thereof and also the proportionate area of the spaces covered by the staircase, landings, lift, and other common areas on the said floor.
The Third Schedule above referred to
(a) The purchaser shall be entitled to all rights, privileges, vertical and lateral supports, easements, quasi-easements and appurtenances whatsoever belonging or in any way appertaining to the said office space or therewith usually held used occupied or enjoyed or reputed or known as part or parcel thereof or appertaining thereto which are hereinafter more fully specified, excepting and reserving unto the vendor the rights of easements quasi-easements, privileges and appurtenances hereinafter more particularly set forth in the Fifth Schedule hereunder written.
(b) The rights of access in common with the vendor and the other occupiers of the building at all times and for all normal business purposes connected with the use and enjoyment of the staircases.
(c) The right of way in common as aforesaid at all times and for all purposes connected with the reasonable use and enjoyment of the said office space over and along with the pathways comprised in the said building, provided always and it is hereby declared that nothing herein contained shall permit the purchaser or any person deriving title under the purchaser or the servants agents employees and invitees of the purchaser to obstruct in any way by vehicles or deposit of materials, rubbish or otherwise the free passage of other person or persons including the vendor along such pathways as aforesaid.
(d) The right of protection of the said office space by or from all parts of the building so far they now protect the same.
(e) The right of passage in common as aforesaid of Electricity, Telephone and Telex from and to the said office space through the cables already layed by the vendor for the said purpose and so far as may be reasonably necessary for the beneficial occupation of the said office space for all purposes whatsoever.
(f) The right with or without workmen and necessary materials for the purchaser to enter from time to time upon the other common parts of the said building for the purpose of repairing so far as may be necessary the Telephone and Telex wires, cables and conduits aforesaid.
The Fourth Schedule above referred to
The common areas and facilities mentioned in this Indenture shall include:
(a) The foundation columns, girders, beams supports, main walls, corridors, lobbies, stairs, stairways, lift pit in the basement, lift-well, lift machine room, entrance to and exits from the building and intended for common use.
(b) Installation of common services such as water, sewerage, etc.
(c) Lift, pump, motor, pipes, ducts and all apparatus and installations in the said building for common use.
(d) Toilets, water closets (w.c.) and urinals with all fittings and fixtures erected on all the floors of the said building.
The Fifth Schedule above referred to
The undermentioned rights easements and quasi-easements privileges and appurtenances are reserved exclusively for the vendor.
(a) The right in common with the purchaser and/or other person or persons entitled to the other part or parts of the building as aforesaid for the ownership of common part or parts of the building including its installations, staircases, open and covered spaces and other passages.
(b) The right of passage of electricity water and air and to any part other than the said office space or parts of the said building through pipes, drains, wires, conduits lying or being in under through or over the said office space so far as may be reasonably necessary for the beneficial use and occupation of the other portion or portions of the building for all purposes whatsoever.
(c) The exclusive right to erect and/or construct one or more floors and other structures in or upon the roof and/or other vacant spaces of the said building and further to permit all such additional floors and other structures and/or the owners and/or occupiers thereof to use and enjoy the all supplies, facilities, services including the common areas, installations and the essential and public utility services now existing or as may hereafter be available at the said building.
(d) The right of protection for other portion or portions of the building by all parts of the said office space as far as they now protect become vested in the purchaser by means of structural alterations to the said office space or otherwise in any manner to lessen or diminish the support at present enjoyed by other part of parts of the said building.
(e) The right of the vendor in common with the purchaser and other owners or occupiers of different parts of the building for the purpose of ingress and egress to and from such any part or parts of the building, to use and enjoy the front entrance, staircase, electrical installations upon and covered space and other common passages or parts of the said building.
(f) The right of the vendor with or without workmen and necessary materials to enter from time to time upon the said office space for the purpose of repairing so far as may be necessary for such pipes, drains, wires and conduits as aforesaid provided always the vendor and other person or persons shall give to the purchaser 48 hours prior notice in writing of their intention for such entry as aforesaid.
(g) The exclusive right to use, occupy, possess and enjoy as also to sell, transfer, convey or otherwise let out, lease out or dispose the roof and/or other vacant spaces of the said building and/or the new floor or floors as may be erected by the vendor on the roof of the building, without any objection or hindrance by or at the instance of the purchaser or any other person or party claiming under the purchaser. In case of construction of one or more floors or other structures over the roof of the said building by the vendor, the such new floor or floors or other structures, the owners and/or occupiers thereof shall be entitled to use and enjoy all rights and privileges described in the Third Schedule above-written and further be entitled to use and enjoy the common areas and facilities described in the Fourth Schedule above-written.
The Sixth Schedule above referred to
(a) Not to use the said office space for any purpose other than for the purpose for which it be constructed e.g. the office space shall not be used for any purpose whatsoever except as an office.
(b) Not to use the said office space or any portion thereof in such manner, which may or is likely to cause nuisance or annoyance to the occupiers of the other portions in the said building or to the owners or occupiers of the neighbouring properties nor shall use the same for any illegal or immoral purposes.
(c) Not to carry on or permit to be carried on upon the said office space or any part thereof, any offensive or unlawful business whatsoever nor to do or permit to be done anything in the said office space which may be illegal or forbidden under any law for the time being in force.
(d) Not to demolish or cause to be demolished or damaged said office space or any part thereof nor to make or cause to be made any additions or alterations of whatsoever nature at or upon the said office space or any part thereof.
(e) Not to do or cause or permit to be done any act, deed or thing which may render void or voidable any Insurance of any office or other spaces in any part of the said building or cause any increased premium to be payable in respect thereof.
(f) Not to do or cause or permit to be done any act, deed, matter or thing which may cause obstruction or hindrance in the erecting and/or making one or more floors or other structures in or upon the roof of and/or other vacant spaces of the said building.
(g) Not to put or affix or install any signboard or neon sign nor display any advertisement on the outer walls of the said office space.
(h) Not to decorate the exterior of the said office space otherwise than in the manner as may be agreed in writing with the vendor and that the purchaser shall maintain the decor of the exterior of the said office space in the same manner in which the same was decorated at the time of delivering possession of the same by the vendor to the purchaser.
(i) Not to throw or accumulate any dirt, filth or other refuse or permit the same to be thrown or accumulated in his said office space or in any portion of the building.
The Seventh Schedule above referred to
Costs, expenses and outgoings and obligations for which all purchasers are to contribute proportionately:
(a) The expenses of maintaining, repairing, re-decorating and renewing the main structure and in particular the drainage system, sewerage, rain water discharge arrangement, water supply system, supply of electricity to all common areas, mentioned in the Fourth Schedule hereto.
(b) The expenses of repairing, maintaining, white-washing and colour washing the main structure of the building including the exterior of the building and also the common area of the building described in the Fourth Schedule above-written.
(c) The costs of cleaning and lighting the entrance of the building, the passage and spaces around the building, lobby corridors, staircases, lift and other common areas.
(d) Costs of maintaining lift.
(e) Costs of decorating the exterior of the premises.
(f) Salary, wages, fees and remuneration of durwans, lift-man, sweepers, plumbers, electricians, caretakers or any other person whose appointment may be considered necessary for maintenance and protection of the said premises and administration and management of the affairs thereof.
(g) The Municipal taxes, commercial surcharges, multi-storeyed building taxes, urban land taxes, watertaxes and other rates and taxes whatsoever as may be found payable on account of the said building.
(h) All expenses of common services and in common with common areas and facilities.
(i) Such expenses as are necessary for or incidental to the maintenance and upkeeping of the premises and of the common areas facilities and amenities.
In witnesses whereof the parties hereto have hereunto set and subscribed their respective hands and seals the day, month and year first above-written.
Signed, sealed and delivered by Mr. AD
pursuant to Board Resolution of 2nd
February 2000 of AB Co. P. Ltd.
For AB Co. P. Ltd.
Director
Signed, sealed and delivered by the
purchaser above-named at Calcutta
in the presence of:
Mr. XY
Signature
Received of and from the above-
named purchaser the within
mentioned sum as consideration
as per the Memo of Consideration
hereunder Rs.2,00,000
Memo of Consideration
By A/c. Payee Cheques as well
as cash from time to time paid
by the purchaser to the vendor
amounting to … Rs.2,00,000
Total … Rs. 2,00,000
For AB Co. P. Ltd.
Sd/
Director