Deed of agreement related Sale

DEED OF AGREEMENT

This AGREEMENT is executed on this the _________ day of ___________, 2006.

BETWEEN

COMPANY 1, a Bank operating incorporated under relevant laws of Bangladesh having its branch _____________________, hereinafter referred to as the FIRST PARTY.

AND

MR. A, son of _______________, son of ____________, ___________________________________, presently residing at ___________________________, hereinafter referred to as the SECOND PARTY.

AND

MR. Y, son of _______________, ________________, (hereinafter referred to as the ‘Landowner’), represented through their constituted attorney “COMPANY 1”, a company incorporated under the relevant Companies Act, having its registered office at House No. ___________ represented by its Chairman Mr. A or Managing Director Mr. B(hereinafter referred to as the ‘Developer’) by virtue of an Irrevocable General Power of Attorney being No. 13412 dated 27.07.2005, registered with the Office of the Sub-Registrar, Gulshan; both collectively hereinafter referred to as the THIRD PARTY.

WHEREAS East West Property Development (Pvt.) Limited purchased some lands including land in question from Mr. A and others vide Deed of Sale No. 6066 dated 02.05.1988;

AND WHEREAS the Landowner has become the present owner of the land measuring 24.61 decimals by way purchase from East West Property Development (Pvt.) Limited vide Deed of Sale No. _______ dated 18.12.91;

AND WHEREAS the Landowner has been in actual physical possession thereof by exercising absolute right of ownership and possession of the Schedule A Land;

AND WHEREAS the Landowner and the Developer entered into Deed of Agreement dated 27.07.2005 (the ‘Development Agreement’) whereby the Developer agreed to construct a ____ (______) storied building on the Schedule A Land (the ‘Building’) comprising _____ (___________) Apartments. In terms of the Development Agreement, the Landowner shall get the apartments (2B, 3C, 4A, 5D & two flats on 5th floor,) & car parking spaces and the Developer will get rest Apartments of the project;

AND WHEREAS pursuant to the Development Agreement, the Landowner executed and registered an Irrevocable Power of Attorney in favour of the Developer bearing Deed No. ________ dated 27.07.2005 registered with the office of Sub-Registrar, Gulshan, empowering the Developer to construct the Building and to sell the portion of Apartments of the Building along with the proportionate share of the undivided and undemarcated land to the potential purchasers;

AND WHEREAS the Developer drew up the building plan as per the Building Rules in force and obtained all the necessary permission from RAJUK and other concerned authorities and have proceeded with the construction of the said building;

AND WHEREAS the SECOND PARTY has agreed to purchase from the THIRD PARTY vide Deed of Agreement for sale No. ________dated _________ for an Apartment being No. 2B, South West side, measuring 2475 sft. on ______ floor of the Building along with undivided and undemarcated proportionate land with car-parking space No. ______ on the ground floor, more particularly described in the ‘Schedule B’ below (hereinafter referred to as the ‘Apartment’);

AND WHEREAS the SECOND PARTY now need a sum of Tk. 64,00,000.00 (Taka sixty four lac) only as loan to meet cost for purchasing the Apartment;

AND WHEREAS the SECOND PARTY has approached the FIRST PARTY for Tk. 64,00,000.00 (Taka sixty four lac) only as loan for purchasing the Apartment;

AND WHEREAS the FIRST PARTY has agreed to grant the said loan facility to the SECOND PARTY against securities, inter alia, registered mortgage of the Apartment;

AND WHEREAS the FIRST PARTY, the SECOND PARTY and the THIRD PARTY have also agreed to this arrangement.

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND MUTUAL COVENANTS CONTAINED HEREIN THE PARTIES HERETO AGREE AS FOLLOWS:

1.                That the FIRST PARTY has agreed to grant a loan of Tk. Tk. 64,00,000.00 (Taka sixty four lac) only to the SECOND PARTY for purchasing the Apartment on the terms and conditions stipulated under the Sanction Letter No. SCB/STAFFMBL/TH dated 15.06.2006 (the ‘Sanction Letter).

2.                That the loan amount of Tk. 64,00,000.00 (Taka sixty four lac) only shall, subject to fulfilment of all pre-conditions of this Agreement and after receiving the allotment letter in original from the THIRD PARTY and execution of all security documents (except for the mortgage over the Apartment, which shall be completed in terms of Clause 4 below) in terms of the Sanction Letter in favour of the FIRST PARTY, be disbursed to the SECOND PARTY.

3.                That the THIRD PARTY shall execute a Deed of Sale in respect of the Apartment along with undivided and undemarcated proportionate land in favour of the SECOND PARTY within 30 upon obtaining necessary permission from concerned authorities. On the date of registration of the Deed of Sale in respect of the Apartment, the THIRD PARTY shall hand over the original delivery receipt, duly discharged by them, directly to the FIRST PARTY. Certified copy of the said Deed of Sale shall be deposited with the FIRST PARTY by the SECOND PARTY within 3 (three) days from the date of registration of the Deed of Sale.

4.                Within 60 days from the date of registration of the Deed of Sale in respect of the Apartment, the SECOND PARTY shall create mortgage over the Apartment in favour of the FIRST PARTY by executing a Deed of Mortgage and registering the same with the concerned Sub-Registry office upon obtaining necessary permission from the authorities concerned. In addition to the Deed of Mortgage, the SECOND PARTY shall also execute an Irrevocable General Power of Attorney and register the same with the concerned Sub-Registry office empowering the FIRST PARTY to sell the Apartment as and when necessary.

5.                The SECOND PARTY shall fully adjust the loan in accordance with the repayment schedule as stated in Sanction Letter failing which the loan shall be adjusted by sale of the Apartment in terms of the Agreement.

6.                That the SECOND PARTY/THIRD PARTY undertakes that all documents evidencing purchase of the Apartment (such as allotment letter, Deed of Agreement, payment receipts etc.) shall be delivered to the FIRST PARTY. In the event the SECOND PARTY require any such documents, they shall collect it from the FIRST PARTY.

7.                That it has been agreed by the parties hereto that the FIRST PARTY shall, as security for the said loan, have mortgage on the Apartment. The mortgage shall be created in favour of the FIRST PARTY in terms of Clause 4 above.

8.                That the SECOND PARTY undertakes that upon disbursement of loan, the SECOND PARTY shall not be allowed to transfer or hand over possession of the Apartment to any one except the FIRST PARTY. The THIRD PARTY ensures that the possession of the Apartment will be handed over to the SECOND PARTY after construction of the Apartment.

9.                That the SECOND PARTY in consideration of the loan given to him by the FIRST PARTY under this agreement does hereby irrevocably and unconditionally assign all his rights in the Apartment and all benefits receivable from the Apartment to the FIRST PARTY. Under this Agreement, in the event of default by the SECOND PARTY under the Sanction Letter before registration of the Apartment in the name of the SECOND PARTY, the FIRST PARTY may request the THIRD PARTY to hand over possession of the Apartment to the FIRST PARTY and to registry the Deed of Sale in the name of the FIRST PARTY and the THIRD PARTY shall be bound to hand over the possession and registry the Apartment in the name of the FIRST PARTY upon payment of any amount due to the SECOND PARTY by the THIRD PARTY, if any and total registration cost.

10.            That the SECOND PARTY agrees and covenants that this Agreement is irrevocable and shall continue till full adjustment of the loan to be availed by them from the FIRST PARTY on account of purchase of the Apartment along with interest and other charges.

11.            That the entire loan of the FIRST PARTY along with interest accrued thereon shall be repaid by the SECOND PARTY to the FIRST PARTY in accordance with the Sanction Letter.

12.            That if any of the following events shall occur, and shall not have been remedied to the satisfaction of the FIRST PARTY; the SECOND PARTY shall be in default:

a)      the SECOND PARTY defaults in payment of loan in terms of the Sanction Letter;

b)      the SECOND PARTY defaults in execution of the security documents in favour of the FIRST PARTY in terms of the Sanction Letter;

c)      the SECOND PARTY/THIRD PARTY fails to fulfil any obligation as stipulated in this Agreement.

13.            That upon the occurrence of any Event of Default the FIRST PARTY may exercise one or more of the following remedies at its sole discretion:

a)      terminate this  Agreement;

b)      require the SECOND PARTY to hand over possession of the Apartment;

c)      re-possess the Apartment immediately from the SECOND PARTY;

d)      call back the entire loan along with accrued interest from the SECOND PARTY;

e)      initiate appropriate legal action against the SECOND PARTY to recover the FIRST PARTY’s loan along with interest accrued till the date of issuance of the loan call back notice.

14.            That during the continuance of this Agreement and until full adjustment of the loan with interest and other charges, the SECOND PARTY shall have no right to transfer the Apartment to anyone without the written approval of the FIRST PARTY.

15.            That the SECOND PARTY and the THIRD PARTY undertakes that the Apartment shall not be encumbered or mortgaged with any other bank, financing institution or any other person till full adjustment of the loan to be availed from the FIRST PARTY.

16.            The THIRD PARTY hereby agrees that if the THIRD PARTY fails to register the Apartment in the name of the SECOND PARTY for any reason whatsoever within the period stipulated above, the THIRD PARTY shall indemnify the FIRST PARTY and the SECOND PARTY in full against any expense, loss, damage or liability which may be incurred by the FIRST PARTY and the SECOND PARTY due to such failure of the THIRD PARTY.

17.            This Agreement shall be binding on the parties hereto and their respective heirs, successors and assigns.

18.            (i) The rights of any party to this Agreement shall not be prejudiced or restricted by any indulgence or forbearance extended to the other party and no waiver by any party in respect of any breach shall operate as a waiver in respect of any subsequent breach.

(ii) This Agreement shall not be varied unless such variation shall be expressly agreed in writing by each party.

19.            This Agreement constitute the entire agreement amongst the parties and save as otherwise expressly provided no modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless made in writing specifically referring to this Agreement and duly signed by the parties hereto.

20.            The parties shall try to resolve their dispute amicably, failing which the Court of Bangladesh shall have jurisdiction to resolve such dispute.

SCHEDULE ‘A’

All that piece and parcel of land measuring 24.61 decimals or 14.92 Kathas situated within District Dhaka, P.S. & Sub-Registry office__________. which is butted and bounded by;

On the South : Plot No. 352

On the North : 10 feet wide Road

On the East :    25 feet wide Road

On the West: Plot Nos. 356 & 357

SCHEDULE ‘B’

All that premises of 01 (one) Apartment being No.______, measuring 2475 sft. on the 1ST floor (South West  side)  and two car parking spaces Nos. _____ and _____ on ground floor, alongwith undivided and undemarcated proportionate 1/20 shares, land measuring 441.94 sft. or 101.36 ajutangsha  out of  24.61 decimals or 14.92 Kathas.

IN WITNESS WHEREFORE THE PARTIES HERETO SIGN, SEAL AND DELIVER THIS AGREEMENT ON THE DAY, MONTH AND YEAR ABOVEMENTIONED

Signature of the FIRST PARTY : For and on behalf ofCOMPANY 1___________________________

Name:

Designation:
In witness of : ___________________________Name:

Address:
Signature of the SECOND PARTY : ___________________________Mr. B
In witness of : ___________________________Name:

Address:
Signature of the THIRD PARTY i.e. signature of the DEVELOPER for itself and as constituted attorney of the LANDOWNER on joint and several basis : ____________________________Name:Designation:

 
In witness of : ___________________________Name:

Address:

Drafted by:

For: “The Lawyers & Jurists”
M.L.Hotel Tower Ltd,208,Shahid Syed Nazrul Islam Sarani,
Bijoy Nagar, Dhaka-1000.
www.lawyersnjurists.com

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