REAL ESTATE

AGREEMENT FOR SALE OF IMMOVABLE PROPERTY

THIS  AGREEMENT  FOR SALE made at _______ on this _______ day of

_______ in  the  Christian  Year Two Thousand _______ BETWEEN ABC, of

__________,  Indian Inhabitant, having address   at _____________________,

hereinafter called “THE VENDOR” (which expression shall unless it be

repugnant to the context  or meaning thereof be deemed to mean and

include his heirs, executors and administrators) of the One Part; AND XYZ

& CO., a partnership firm having  its  registered office  at

__________________, by  the  hands  of its partners ____________, hereinafter

called “THE PURCHASERS” (which expression shall unless it be

repugnant to the context or meaning thereof mean and include the

partners or partner for the time being of the firm, the survivors or survivor

of them and the heirs, executors and administrators of the last surviving

partner and their/his/her assigns) of the Other Part;

WHEREAS: —

(a) The Vendor is seized and possessed of and is otherwise well and

sufficiently entitled to all that piece and parcel of land

hereditaments and premises situate at ___________ bearing

C.T.S./C.S. No. __________ admeasuring _________ sq. mts.

together with the building standing thereon known as

“________________” and more particularly described in the

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Schedule hereunder written and delineated on the plan thereof

hereto annexed as Annexure “A” and shown as surrounded by

red colored boundary lines (hereinafter collectively referred to as

“the said property”);

(b) The said building “____________” is constructed  in the year

________ and consists of ground floor and ____ upper floors and

which is entirely in the possession of the Vendor;

(c) The title of the Vendor to the said property arises as under: —

(Note: Set out here how the Title is derived by the Vendor)

(d) The Vendor has agreed to sell and the Purchasers have agreed

to purchase the said property at or for the price of Rs.

______________/- (Rupees _________ only), free from all

encumbrances and upon the terms and subject to the

conditions hereinafter appearing.

NOW THIS AGREEMENT WITNESSETH and it is hereby agreed by and

between the parties hereto as follows: —

1. COVENANT TO SELL AND TO PURCHASE:

The Vendor shall sell and the Purchasers shall purchase the said

property i.e. all that piece and parcel of land hereditaments and

premises situated at ______________ bearing C.T.S./C.S. No. __________

admeasuring ___________ sq. mts. together with

building standing thereon known as “____________” and more

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particularly described in the Schedule hereunder written with their

appurtenances, free from all encumbrances.

2. CONSIDERATION/PRICE:

(a) In consideration of the Vendor having agreed to sell the said

property to the Purchasers, the Purchasers shall pay to the

Vendor the consideration amount being the price of the said

property, a sum of   Rs. _________/- (Rupees _________ only) and

which said amount shall be paid by the Purchasers to the

Vendor in the following manner that is to say:—

(i) Rs. _________/- (Rupees _________ only) as deposit or

earnest money paid on or before the execution of these

presents (the payment and receipt whereof the Vendor

doth hereby admits and acknowledges); and

(ii) Rs. _________/- (Rupees _________ only) being the balance

amount of the sale price shall be paid within a period of

________ months from the date hereof at the time of

completion of the sale as hereinafter provided. Time for

payment  of the balance amount shall be the essence of

the contract.

(iii) The Purchasers shall be entitled to deduct tax at source

(Tax Deducted at Source - TDS) payable on the aforesaid

consideration amount/price at the applicable rate in

accordance with the applicable provisions of the Income

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Tax Act, 1961 AND PROVIDED the said provisions are

applicable to the present transaction. The Purchasers

shall forthwith on such deduction of TDS deposit the

same with the Government Treasury and furnish to the

Vendor the requisite TDS Certificate thereof as per the

provisions of the said Act.

3. ENQUIRIES AND SEARCHES:

(i) The land area of the said property is _______ sq. mts. according

to the documents of title and/or Government Records and  the

same shall be taken as correct and accepted by the Purchasers. 

The price of the said property has been agreed upon between

the parties on a lump sum basis without reference to the said

area and if the said area is ultimately found to be more or less

the same shall not be a ground for any increase or decrease in

the price or for rescinding of the Agreement.

(ii) The Purchasers are entitled to investigate the Vendor’s  title  to

the said property by taking relevant searches in all the relevant

Government Authorities and Departments including with the 

Offices  of Registrar/Sub-Registrar of Assurances and Revenue

Authorities. The Purchasers are also entitled to publish Public

Notices in newspapers inviting claims and objections on the said

property as per the draft Public Notice to be approved between

the Vendor and the Purchasers.

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(iii) The Vendor  shall, within a period of ______ days from the date

of execution of this Agreement, hand over to the Purchasers’

Advocates and Solicitors all original documents of title relating

to the said property in exchange of their accountable receipt for

enabling the Purchasers’ Advocates and Solicitors to investigate

the Vendor’s title to the said property. The Purchasers shall

administer requisitions  to  the  Vendor/Vendor’s  Advocates

within a  period of ____________ months from the date of receipt

of such original documents of title  and  if  within the  said

period of ________ months no requisitions are received by the

Vendor/Vendor’s Advocates, the Vendor shall presume that the

Purchasers have accepted the Vendor’s title to the said property

and the Purchasers shall not thereafter be entitled to administer

any requisition on title of the Vendor to the said property.

4. COMPLETION OF SALE:

The  sale  will  be  completed within a period of ________ months from

the date hereof, time being the essence of contract, in the following

manner:—

(a) The Purchasers shall make payment of the balance

consideration amount to the Vendor as provided in Clause 2(a)

(ii) above;

(b) The Vendor shall, against receiving the balance consideration

amount, execute and deliver to the Purchasers or their

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nominee/nominees Conveyance/Assignment and such other

document/documents or assurances as may be reasonably

required for effectuating proper transfer of the said property to

the  name of the Purchasers or their nominee/nominees in the

Government and Municipal records and in that event, the

Purchasers shall also join in execution of such document/

documents as confirming parties thereto;

(c) The Vendor shall deliver vacant and peaceful possession of the

said property to the Purchasers as Owners thereof;

(d) The Vendor shall deliver to the Purchasers all the Original title

deeds, documents and papers exclusively relating to the said

property in his possession and as listed in Annexure “B”

hereto;

(e) The Vendor shall also execute a suitable and General Power of

Attorney in favour of the Purchasers and/or their nominees

authorizing them to deal with the said property and  develop

the same as  full owners thereof including appointing

Architects; preparing and submitting building and other plans

for development of the said property; making representations

to and appearing before various authorities; to make, sign,

deliver and carry on correspondence, applications, writings,

undertakings, affidavits, etc. The said Power of Attorney will be

valid only for a  period of ____ months to enable the

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Purchasers and/or their nominees to use, occupy, enjoy  and

develop the said property pending the effective transfer of the

said property in favour of the Purchasers in all Government

and Municipal relevant records including revenue records.

5. DECLARATIONS AND COVENANTS OF THE VENDOR:

The Vendor hereby declares, confirms and covenants with the

Purchasers as under:—

(i) That the Vendor is otherwise well and sufficiently entitled to the

said property described in the Schedule hereunder written and

the same is his self-acquired property. His title to the  said

property is  free and marketable. The Vendor is in possession of

the original title deeds in respect of the said property as per the

list mentioned in Annexure “B” hereto. There are no other

original title deeds or documents in possession or control of the

Vendor in respect of the  said property.

(ii) That the Vendor, prior to the completion of sale, shall make out

a marketable title to the said property, free from all

encumbrances, doubts and claims and shall, at his  own  costs

and  expenses, clear  all defects in the title, encumbrances and

claims by way of sale, exchange, mortgage, gift, trust,

inheritance, possession, lease, lien, easement or otherwise.

(iii) That no other person except the Vendor has any right, claim or

demand in respect of the said property or any part thereof.

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(iv) That the Vendor has not created any sale, gift, mortgage,

charge, lien, lease or any other adverse right or any other

encumbrance whatsoever or howsoever on the said property and

the said property is not subject to any claim, demand,

encumbrance, attachment or to any process issued by any

Court or Authority and the Vendor hereby declares that he shall

not hereafter directly and/or indirectly create any third party

rights of whatsoever nature upon the said property.

(v) That the Vendor has paid all the due taxes, rates, cess and all

other outgoings in respect of the said property and if any

amount is found to be in arrears or outstanding, the Vendor

shall pay the same in full before the completion of the sale.

(vi) That the Vendor has not entered into any agreement or

arrangement, oral or written, with regard to the sale of the said

property with any other party;

(vii) That there are no proceedings instituted by or against the

Vendor in respect of the said property and/or pending in any

Court of Law or before any authority. No lis pendens notices are

existing in respect of the said property.

(viii) That the Vendor is not directly and/or indirectly refrained,

prevented and/or prohibited by any Court of Law or authorities

including taxation authorities or otherwise from entering into

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the present Agreement for Sale of the said property with the

Purchasers.

(ix) That there are no insolvency notices or petitions or proceedings

pending against the Vendor.

6. NOTICES BY GOVERNMENT AUTHORITIES:

The Vendor further declares that no notices including any notice for

acquisition, requisition or set back by the Government, Central or

State, or by the Municipal Corporation of Greater Mumbai or any

other local or public body or authority in respect of the said property

have been issued to, served upon or received by the Vendor  or  his 

agent or  any  person on his behalf and that all previous notices and

requisitions have been  duly complied with by the Vendor. If before

the completion of the sale herein any such notices other than a

notice for acquisition, requisition or set-back is hereafter issued to or

served upon or received by the Vendor or any person on his behalf in

respect of the said property, the Vendor  shall forthwith give notice

thereof to the Purchasers and shall comply with the same at his 

own  costs and  expense. If  before the  completion of the sale herein

any notice for acquisition, requisition or set-back is issued to or

received by or served upon the Vendor, it shall be at the option of the

Purchasers to determine this Agreement and upon such

determination of this Agreement the Vendor shall forthwith return to

the Purchasers all the amounts received by the Vendor from the

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Purchasers under this Agreement but without interest and each

party shall bear and pay all costs, of and incidental to the sale

incurred by them up to the   date of such determination. If the

Vendor shall have willfully concealed any such notice issued, served

or received by him as aforesaid, the Purchasers will be entitled to all

costs, charges and expenses of and incidental to the Agreement for

sale incurred by them up to the date of such determination. If before

the completion of sale herein, any notice is issued, published or

served by the Government or any other local or public authority for

acquisition of the said property or any part thereof in that event, this

Agreement shall, at the option of the Purchasers to be exercised

within 30 days of the knowledge of such notice, be treated as  null

and void and in that event also Vendor shall forthwith return to the

Purchasers the earnest money and all other money received

hereunder  but without any interest and each party will bear and pay

their own costs, charges and expenses.

7. INDEMNITY BY THE VENDOR ON THE TITLE:

The Vendor has represented and assured to the Purchasers that his

title to the said property is free from all encumbrances and claims

and reasonable doubts of whatsoever nature. In the event, it is found

that Vendor’s title to the said property is defective or any claim is

made on the said property or Purchasers have suffered any  loss or 

damages by  the statements, declarations, representations and

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assurances made by the Vendor as herein or any claim whether

directly and/or indirectly is made on the said property, in that case

the Vendor agrees to indemnify the Purchasers and/or their

nominees against all losses, damages, cost and expenses which may

be suffered by them on said account. The Vendor shall at the time of

completion of sale execute proper Indemnity in terms of above in

favour of the Purchasers.

8. TAXES AND OUTGOINGS:

The Vendor shall pay all assessments, rates, taxes, outgoings and

Government dues in respect of the said property till the day prior to

the completion of the sale and handing over of the possession and

the same, if necessary, shall be apportioned between the Vendor and

the Purchasers. Thereafter, from the date of completion of sale, the

same shall be borne and paid by the Purchasers.

9. STAMP DUTY AND REGISTRATION CHARGES AND

MISCELLANEOUS EXPENSES:

The stamp duty, registration charges and all other out of pocket

expenses (including other state taxes and levies such as Goods and

Service Tax (GST) if applicable) payable on this Agreement and on the

Deed of Conveyance to be executed in pursuance hereof, shall be

borne  and paid by the Purchasers alone. Each party shall bear and

pay  their  own expenses including professional fees of their

respective Advocates.

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10. DEFAULT AND CONSEQUENCES OF DEFAULT:

(i) In the event of the sale not being completed due to any willful

default on the part of the Vendor, the Purchasers shall have  the

right to require specific performance of this Agreement by the

Vendor.

(ii) In the event of the sale not being completed due to any willful

default on the part of the Purchasers, the Vendor shall have  the

right  to require specific performance of this Agreement by the

Purchasers or alternatively to forfeit the earnest money and to

require the Purchasers to pay to the Vendor the costs incurred

by the Vendor from the commencement of the negotiations of

the sale of the said property till the date of the cancellation by

the Purchasers of this Agreement but no further or other

damages shall be paid by the Purchasers.

11. SEVERABILITY:

If any term, covenant, condition or provision of this Agreement is

rendered invalid or unenforceable, the remaining provisions of this

Agreement thereby shall not be affected and such remaining terms,

covenant, conditions and provisions shall remain valid, subsisting

and binding on the parties hereto and liable to be performed to the

extent permitted by law.

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12. WAIVER:

Failure or delay by either Party to insist upon the strict performance

of any term or provision of this Agreement or to exercise any right

available  to a Party upon a breach or default, shall not constitute a

waiver of such breach or default or any subsequent breach of such

term or provision. No waiver of any breach shall affect or alter this

Agreement and  each and every term of this Agreement shall

continue to be in full force and in effect with respect to other terms.

13. NOTICES:

All communications required to be given under this Agreement shall

be in writing and may be delivered and shall be deemed to have been

received if sent through post, fax, e-mail, courier or any other

acceptable means of communication. The address for service of the

same shall be as mentioned in the title of the present Agreement.

14. RELATIONSHIP OF THE PARTIES:

The relationship between the parties hereto shall be that of

independent Parties namely that of principal to principal and shall

not be construed as principal and agent, joint venturers, partners or

otherwise. Nothing in this Agreement shall be construed as creating

any agency, partnership, joint venture or similar relationship

between the Parties.

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15. FURTHER ASSURANCES:

The Parties shall do and cause to be done all such acts, deeds,

matters and things and shall execute and deliver all such documents

and instruments as may be reasonably necessary to enable the

parties to perform their respective obligations and to give effect to the

completion of the transaction contemplated under this Agreement.

16. ENTIRE AGREEMENT:

This Agreement (including the Schedules and Annexures) constitute

the entire Agreement between the Parties hereto and shall supersede

all prior Agreements, letters of intent and understandings, both

written or oral, arrived at between the parties with respect to the

subject matter hereof.

17. AMENDMENT AND MODIFICATION:

This Agreement shall not be amended or modified except by way of an

instrument in writing signed and executed by both the parties hereto.

18. RECITALS:

The aforestated recitals shall form an integral part of this Agreement.

19. GOVERNING LAW, ARBITRATION AND JURISDICTION OF

THE

COURTS:

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(i) This Agreement as also its formation, execution, validity,

interpretation and implementation shall be governed by and

construed in accordance with the laws of India.

(ii) Any disputes and/or differences arising out of the said

Agreement or from the interpretation of the terms and

conditions, or non-compliance  or non-payment, the same

shall be resolved mutually and amicably by both the parties. If

it cannot be resolved mutually and amicably, the same shall be

referred to Arbitration under the provisions of the Arbitration

and Conciliation Act, 1996 or any other relevant Arbitral  law

for the time being in force. The Arbitration shall be held in

English  language in  the City of ____________.

(iii) The Courts at _________ alone shall have exclusive jurisdiction

to try and entertain all the disputes arising between the

parties.

THE SCHEDULE ABOVE REFERRED TO

(“the  said property”)

ALL THAT plot of land together with structures/building/buildings

standing thereon  known as “________________”  bearing Survey No.

________________, C.T.S./C.S. No. ________________ admeasuring approx.

_________ sq.  yds. equivalent to ________________ sq.  mts.  situate

at __________ in the village ________________, Taluka ________________, in

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the  Registration Sub-district of ________________, District and bounded as

follows:

On or towards EAST :
On or towards WEST :
On or towards  SOUTH :
On or towards  NORTH :

IN WITNESS WHEREOF the parties hereto have signed and

executed these presents in duplicate thereof the day and year first

hereinabove written.

SIGNED  AND  DELIVERED BY THE )

SIGNED  AND  DELIVERED BY THE )

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RECEIPT

RECEIVED the day and year first herein above written of and from the

withinnamed  Purchasers  the  sum of Rs. ________________/- (Rupees

________ only)  by Cheque No. ________ dated ________________ being the

amount of earnest money or deposit as within mentioned agreed to be

paid by them to me.

Rs. ________________/- I SAY RECEIVED

(ABC)
VENDOR
WITNESSES:
1.

2.

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NOTE:—

If the Vendor is a Public Trust in that event permission from the charity

commissioner under The Maharashtra Public Trusts Act (Formerly The

Bombay Public Trust, 1950) will be required. The necessary clause should

be made in the agreement as under:—

The present Agreement is subject to the sanction of the Charity

Commissioner under the provisions of the Bombay Public Trust Act, 1950.

The Vendors shall within a period of thirty (30) days from the date hereof

apply to the concerned Charity Commissioner for the necessary sanction.

Till such time the Charity Commissioner’s sanction is obtained, this

Agreement shall be treated merely as an intention between the parties to

enter into an Agreement and once such sanction is obtained this

Agreement shall be treated as a concluded Agreement between the parties.

The Charity Commissioner while according the sanction may impose such

additional conditions as he  may deem fit and proper. If  the said

additional conditions imposed by the Charity Commissioner are not

acceptable to the Purchasers, in  that event the Purchasers are at  liberty

to  put an end to this Agreement by giving a written notice to the Vendors 

within a period of fifteen (15) days from the date of the Charity

Commissioner’s sanction/order but not thereafter. If for any reasons the

Charity Commissioner refuses to accord its sanction, in that event this

Agreement shall stand cancelled and the Vendors shall refund the

amounts paid by the Purchasers to  the Vendors without any interest.
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