EXIT OPTIONOFFER TO TENDEROFFER TO TENDER – Memorandum of Understanding
EXIT OPTIONOFFER TO TENDEROFFER TO TENDER - Memorandum of Understanding (MoU) is made and executed on this …. Day of ………………………. 2016 BY AND BETWEEN
M/s. _______________________., (Subsidiary of _______________________.,) A Company incorporated under the Companies Act, 1956, Having its Registered Office at: `_______________________________________________________________________ ___, represented by its Authorised Signatory: Mr._____________, Director, hereinafter called the “FIRST PARTY” (which term shall where the context so admits be deemed to include its successors in office and assigns) of the One Part: AND
-------------------------------------------------------------------------------------------------------------------hereinafter called the “SECOND PARTY” or “PURCHASER” (which term shall where the context so admits be deemed to include his/her/their heirs, executors, administrators, legal representatives and assigns) of the Other Part: Hereunder ‘the First Party’ and ‘the Second Party’ or “Purchaser” shall be jointly and collectively referred to as ‘the Parties’ WHEREAS the First Party has floated a Scheme of AcquisitionSale of the apartment unit in `________________________________' apartment complex being constructed on the land bearing Survey Nos. ________________________________________________________________________ _____________ along with proportionate right, title and interest in the said land and in the common areas and common amenities to be provided in the `_________________________________________' apartment. As per the Scheme of AcquisitionSale, the prospective purchaser/s can subscribe to the foregoing scheme by making ___% payment of the entire sale consideration (i.e., consideration towards construction of the apartment unit and towards purchase of proportionate undivided share in the aforesaid land and common areas and common amenities to be provided in the apartment building) (‘the Booking Date’). And thereafter the Purchaser is entitled to avail the home loan to pay the agreed sale consideration in terms of the Agreement for Sale and Construction Agreement to be executed in favour of such Purchaser/s within 45 days from the Booking Date. Before By the 24th month and no later than the expiry of 30 26 months from the Booking Date, the Second Party for the reason/s best known to the Second Party, can exit from the Scheme of AcquisitionSale by exercising the exit optionOffer to Tender its apartment and cancel such sale. Upon exercising receiving the exit optionOffer to Tender, the First Party shall repay the entire amount of ___% or more received by the Second Party towards purchase of the unit in `_____________________________' Apartment in terms of the aforesaid Scheme of AcquisitionSale without any deductions/cancellation charges subject to deduction of applicable TDS or any other statutory taxes and the First Party shall discharge the loan availed by the Second Party towards purchase of the Unit from the bank/s designated by the First Party and get all the security/ies (that the Second Party might have given at the time of availing loan) released in favour of the Second Party without any/additional cost. Besides refund of the sale consideration and discharge of loan availed, the Second Party shall be entitled to a compensation and for an Opportunity Cost of Rs._________________ to be paid by the First Party. The First Party’s obligation to refund of the sale consideration, discharge of loan availed and to pay Opportunity Cost shall commence only upon expiry of ___ 30 months from the Booking Date and the First Party shall refund the sale consideration paid by the Second Party, discharge of loan availed from the First Party’s designated Bank and pay Opportunity Cost of 1
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Rs._______________ (Rupees __________Only) by end of ___30 months from the Booking Date. The First Party’s obligation to discharge the loan availed by the Second Party towards purchase of the unit, refund of the sale consideration and to pay Opportunity Cost shall be subject to the Second Party availing the loan within 45 days of the Booking Date from the banks designated by the First Party, the Second Party being eligible for ___% home loan of the total sale consideration and the Second Party exercising the Offer to Tenderexit option within 30by the 24th month but no later than the 26th month months from the Booking Date.
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AND WHEREAS the Second Party being interested in the Scheme of AcquisitionSale floated by the First Party subscribed for the Scheme and accordingly entered into Agreement to Sell and Construction Agreement both dated …………… (hereinafter referred to as Principal Agreement) for the purchase of Immovable Property being a Residential Apartment bearing No._____ in ___________ Floor of Tower- __________ of `____________' measuring ____ sq. ft. of salable area and ________ sq. ft. of undivided share, right, title, interest and ownership in property bearing Survey No_____________________________________________________________________ _________________ hereinafter referred to as the “Said Property” along with proportionate undivided share in the common areas and common amenities to be provided in the said apartment complex. AND WHEREAS the total amount agreed under the aforesaid agreements is Rs……../towards the purchase of proportionate undivided share in the aforesaid land along with common areas and common amenities to be provided in the _______________________ apartment building and Rs._______/- towards the consideration of construction of the said flat bearing No._________ in the ____________________________ apartment building.
AND WHEREAS the Second Party shall be entitled to exercise the exit optionOffer to Tender on the 24th month but not later than thebefore expiry of 30 26 months from the Booking Date, if it/he/she is not satisfied for any reasons including progress of construction of the said Property, standard of materials used for such construction, any deviation from the plan sanctioned, workmanship, market depreciation and any other reasons as may be thought right by the Second Party. Accordingly the Parties on this day executing this Memorandum of Understanding (MOU) explicitly enumerating rights and liabilities of the Parties in the event, the Second Party exercising the Exit OptionOffer to Tender before the expiry of 30 26 months from the Booking Date.
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AND WHEREAS the First Party has the right to cause the Second Party to make the Offer to Tender by informing of its willingness to purchase or cancel the Apartment made available to the Second Party by paying all the amount invested by the Second Party, discharging the loans and liabilities of the Bank or any other financial institution and compensation the Second Party a cancellation and Opportunity Cost of Rs. , at any time between the end of 12 months but before the end of 30 months from the date of Booking, the Second Party hereby confirms its obligation to honour such an offer of the First Party The Second Party further confirms that in case such an offer as received in writing by the First Party is not honoured within 15 days of the offer being made, then the Second Party forfeits its Offer to Tender under this MoU for any reason whatsoever and this MoU stands null and void. Formatted: Font: Not Bold
NOW, THEREFORE IN CONSIDERATION OF THE PREMISES, THE MUTUAL COVENANTS, TERMS AND CONDITIONS AND UNDERSTANDINGS SET FORTH HEREIN, IT IS AGREED BY THE PARTIES AS FOLLOWS: 1.
On the 24th month but no later than the Before expiry of 30 26 months from the Booking Date, if the Second Party for the reasons best known, gets convinced that it/he/she shall exit from the Scheme of AcquisitionSale. The Second Party shall be entitled to exit from the Scheme by causing mere intimation to the First Party of the Second Party’s intention to exit and make an Offer to Tender its apartment to the First Party and/or cancel such a sale 2
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without assigning any reason. In the event, the Second Party not exercising exit optionthe Offer to Tender the apartment back to the First Party for a period of between the 24th month and 26 months30 months from the Booking Date, the booking and sale shall be treated as absolutely accepted by the Second Party and the Second Party shall be precluded from exercising exit optionOffer to Tender for any reason whatsoever. It is explicitly provided that there shall be no exit optionOffer to Tender available to the Second Party beyond expiry of 30 26 months from Booking Date and the Parties shall be bound by the Principle Agreement governing the booking and sale excluding any references/clauses of exit optionthe Offer to Tender -MoU . 2.
In the event, the Second Party exercising exit optionOffer to Tender within the stipulated period of 30 26 months from the Booking Date, The First Party’s obligation to refund of the sale consideration, discharge of loan availed and to pay Opportunity Cost shall commence only upon expiry of 305 months from the Booking Date and the First Party shall refund the entire sale consideration of Rs._______________ (Rupees __________Only) paid by the Second Party on this even date or on execution of the Principle Agreement, discharge loan availed from the First Party’s designated Bank and pay Opportunity Cost of Rs._______________ (Rupees __________Only) by end of 316 months from the Booking Date.
3.
To avail the benefits of Exit Optionthis Offer to Tender, the Second Party has to consummate the booking of the apartment with the upfront amount of 5% of the sale value, and to avail the loan from the banks designated by the First Party within 45 days from the Booking Date. Further The Second Party shall should be eligible for 980% home loan of the total sale consideration and the Second Party shall exercise exit optionOffer to Tender within 30 26 months from the Booking Date.
4.
There shall be No cancellation/exit fee for exercising the exit optionOffer to Tender and availing the benefits of the exit optionOffer to Tender. However necessary TDS and other levies/taxes, if applicable as per Government regulations shall be deducted from the amount payable to the Second Party as exit optionOffer to Tender benefits.
5.
Upon exercising exit optionOffer to Tender within the stipulated period, the First Party shall clear/discharge the entire home loan availed by the Second Party towards purchase of the Said Property and get all securities (that the Second Party might have given at the time of availing loan) released from the designated bank in favour of the Second Party by end of 36 months from the Booking Date. All expenses and cost involved for discharge of the home loan shall be borne by the First Party.
6.
Upon exercise of the exit optionOffer to Tender, the Principle Agreement shall deemed to be cancelled and the Second Party shall cease to have any right, title or interest of whatsoever in nature in the said property from the date of exercising exit optionOffer to Tender. And the First Party shall be fully entitled to deal with the said Property at their absolute discretion without any reference to the Second Party.
7.
the First Party has the right to cause the Second Party to make the Offer to Tender by informing of its willingness to purchase or cancel the Apartment made available to the Second Party by paying all the amount invested by the Second Party, discharging the loans and liabilities of the Bank or any other financial institution and compensation the Second Party a cancellation and Opportunity Cost of Rs. , at any time between the end of 12 months but before the end of 30 months from the date of Booking, the Second Party hereby confirms its obligation to honour such an offer of the First Party The Second Party further confirms that in case such an offer as received in writing by the First Party is not honoured within 15 days of the offer being made, then the Second Party forfeits its Offer to Tender under
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this MoU for any reason whatsoever and this MoU stands null and void. 8.
In the event of the Second Party wanting to cancel the agreement, the Fist Party shall forfeit the amount paid by Second Party and confirm the cancellation of agreement. 6.
7.9.
Any and all disputes, differences and / or any other matter in relation to and arising out of this agreement shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996. The venue of arbitration shall be Bengaluru, Karnataka. This agreement shall be governed by and construed in accordance with the laws in India and will be subject to exclusive jurisdiction of courts at Bengaluru, Karnataka.
8.10.
This MOU shall be co-existent and co-terminus with that of the Principal Agreement.
9.11.
The failure of either party to enforce at any time, or for any period of time the provisions hereof shall not be construed to be waiver of any provisions or of the right thereafter to enforce each and every provision.
10.12. Severability, if any provision of this MOU shall be determined to be void or unenforceable under applicable law, such provisions shall be deemed to be amended or deleted in so far as reasonably consistent with the purpose of this MOU and to the extent necessary to confirm to applicable law. The remaining provisions of this MOU shall remain valid and enforceable in accordance with their terms. 11.13. No amendment of any provision of this MOU shall be effective unless it is in writing and signed by each Party. The Parties can change or modify this MOU on mutual consent which will be treated as integral part of this MOU without any ratification. 12.14. The relationship between the Parties to this MOU shall be on a Principal to Principal basis. It shall not be deemed to be construed nor will the same be ever deemed to constitute one as the agent of the other, except to the extent specifically recorded herein. IN WITNESS WHEREOF THE PARTIES HAVE SIGNED AND EXECUTED THIS MOU ON THE DAY, MONTH AND YEAR MENTIONED ABOVE WITNESSES: FIRST PARTY 1.
SECOND PARTY 2.
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