SALIENT TERMS OF THE AGREEMENT. The words and abbreviations used throughout this section of the Announcement shall have the same meaning as defined in the Agreement unless the context otherwise requires or defined herein. 2.5.1 The Purchase Price shall be paid by the Purchaser in the following manner : (i) RM120,000 only (“Deposit”) to be paid to the Vendor's Solicitors as stakeholders upon the execution of the Agreement and shall release the Deposit to the Vendor within seven (7) days from the date of the Agreement deemed unconditional upon the compliance and fulfilment or waiver by the Purchaser of all the Conditions Precedent (“Unconditional Date”). (ii) RM1,800,000 only (“Agreed Redemption Sum”) to be paid to the Vendor's Financier(s) for the Assets under hire-purchase and/or lease financing ("Financiers") within the Completion Period or the Extended Completion Period, as the case may be. To this end, the Vendor shall forward a redemption statement indicating the total sum outstanding and/or owing to the Financiers payable to redeem and/or discharge the Assets within seven (7) days from the Unconditional Date, failing which, the Completion Period shall be extended in favour of the Purchaser accordingly for such period of delay free from any interest. The Purchaser shall undertake to forward the Agreed Redemption Sum to the Financiers within the Completion Period or the Extended Completion Period, as the case may be, failing which, the Completion Period shall be extended in favour of the Vendor accordingly for such period of delay free from any interest. (iii) RM1,080,000 (“Balance Sum”) to be paid to the Vendor's Solicitors as stakeholders within the Completion Period or the Extended Completion Period, as the case may be, and the Vendor's Solicitor is hereby authorised and instructed by the Parties to release the Balance Sum to the Vendor on the Completion Date.
Appears in 1 contract
Samples: Assets Purchase Agreement
SALIENT TERMS OF THE AGREEMENT. The words and abbreviations used throughout this section of the Announcement shall have the same meaning as defined in the Agreement unless the context otherwise requires or defined herein.
2.5.1 The Purchase Price shall be paid by the Purchaser in the following manner :
(i) RM120,000 only The Vendor declares that as at the date of this Agreement the said Proposed Acquisition is free of all encumbrance.
(ii) The Vendor is desirous of selling and the Purchaser is desirous of purchasing the said Proposed Acquisition with the Vendor’s right, title, interest, advantage and benefit in and to the Original Registered Title Deed of the said Proposed Acquisition and free from all encumbrances, caveats, liens, claims whatsoever and with vacant possession but subject to all conditions whether expressed or implied and all restrictions in interest contained in the document of title and upon the terms and conditions hereinafter contained.
(iii) The Purchaser has inspected the said Proposed Acquisition and is fully satisfied with the condition of the same and is purchasing the said Proposed Acquisition on an “as is where is” basis.
(iv) Prior to the execution of this Agreement, the Purchaser has paid the sum of RM150,150.00 (hereinafter referred “the Xxxxxxx Deposit”) to be paid the Vendor, the receipt of which the Vendor hereby acknowledges.
(v) Upon execution of this Agreement, the Purchaser shall pay the sum of RM1,351,350.00 (hereinafter referred “the Balance Deposit”) to the Vendor's Purchaser’s Solicitors as stakeholders upon the execution of the Agreement and shall with irrevocable instructions to forthwith release the Deposit same to the Vendor within seven via the Vendor’s Solicitors, subject to deduction of RM450,450.00 (7) days from the date of the Agreement deemed unconditional upon the compliance and fulfilment or waiver by the Purchaser of all the Conditions Precedent (hereinafter referred “Unconditional DateRetention Sum”).
(iivi) RM1,800,000 only The balance of the purchase price of the sum RM13,513,500.00 (hereinafter called “Agreed Redemption Sumthe Balance Purchase Price”) to shall be paid in full by the Purchaser to the Vendor's Financier(s’s Solicitors as stakeholders on or before three (3) months from the date of this Agreement or from the date receipt of the written confirmation that the conditions of title have been fulfilled, whichever is later (hereinafter called “the Completion Date”) with irrevocable instruction for the Assets under hireVendor’s Solicitors to: -purchase and/or lease financing
i. redeem the Vendor’s encumbrance and to obtain the release of the Original Registered Title Deed to the said Proposed Acquisition together with the duly executed Satisfaction of Charge and Withdrawal of Caveat ("Financiers"if applicable);
ii. deduct any other outstanding charges, expenses, fees and dues over the said Proposed Acquisition due to the relevant authorities (if any); and only release the Balance of the Purchase Price thereof to the Vendor upon the successful lodgement of the Memorandum of Transfer and the issuance of the Memorial Number that has been obtained from the relevant authorities; and the delivery of vacant possession of the said Proposed Acquisition to the Purchaser.
(vii) within In the event that the Purchaser is unable to settle the Balance of the Purchase Price on/or before the Completion Period or Date, the Purchaser shall automatically be entitled to an extension of time of one (1) month from the expiry of the completion date (hereinafter called “the Extended Completion PeriodDate”), as to settle the case may beBalance of the Purchase Price provided always that the Purchaser shall pay late interest at the rate of five per centum (5.00%) per annum calculated on a daily rest basis. To this end, (hereinafter called “the Vendor shall forward Default Interest”) hereto on the Balance of the Purchase Price or part thereof calculated on a redemption statement indicating daily basis from the total sum outstanding and/or owing Completion Date to the Financiers payable to redeem and/or discharge date of the Assets within seven (7) days from payment of the Unconditional DateBalance of the Purchase Price, failing which, and that the Completion Period Default Interest shall be extended in favour paid together with the Balance of the Purchaser accordingly for such period of delay free from any interest. The Purchaser shall undertake to forward the Agreed Redemption Sum to the Financiers Purchase Price within the Completion Period or the Extended Completion Period, as the case may be, failing which, the Completion Period shall be extended in favour of the Vendor accordingly for such period of delay free from any interest.
(iii) RM1,080,000 (“Balance Sum”) to be paid to the Vendor's Solicitors as stakeholders within the Completion Period or the Extended Completion Period, as the case may be, and the Vendor's Solicitor is hereby authorised and instructed by the Parties to release the Balance Sum to the Vendor on the Completion Date.
Appears in 1 contract
Samples: Sale and Purchase Agreement
SALIENT TERMS OF THE AGREEMENT. The words and abbreviations used throughout this section In consideration of the Announcement shall have the same meaning as defined mutual agreements and undertakings set out in the Agreement unless Agreement, SC had agreed to withhold taking legal action against SCSB for the context otherwise requires or defined herein.
2.5.1 The Purchase Price debt which was amounting to RM2,766,942.54 ("Debt”), subject to the following terms and conditions:- • SCSB and IBI shall be paid by jointly and severally undertake to satisfy the Purchaser Debt to SC in the following manner :manner:-
(i) RM120,000 The Debt shall be fully settled by way of transferring IBI’s rights and ownership to all that 21 pieces of freehold land together with all buildings erected thereon free from all encumbrances, held under the title numbers as stated below in favour of SC, whereby IBI as the registered and beneficial owner of the Property shall have simultaneously with the execution of the Agreement, execute the Memorandum of Transfer along with a Power of Attorney to effect the said transfer and all relevant documents including but not limited to the original document of title to the Property to be deposited with Messrs Xxxx Xxxx & Partners as stakeholder.
(ii) Upon the transfer of rights and ownership to the Property in favour of SC, the Debt due and owing to SC shall be deemed to be fully settled. Thereafter, taking into consideration that the market value of the Property is at RM3,650,000.00 only, which exceeds the sum of Debt, there shall be an excess sum of RM883,057.46 only (“DepositExcess Sum”).
(iii) to The Excess Sum shall be paid due and payable by SC to the Vendor's Solicitors as stakeholders Debtor and thereon shall be settled within 5 years from the date of this Agreement until full and final settlement.
(iv) The parties hereby authorise the solicitor to register the Power of Attorney at the High Court and simultaneously enter a private caveat each on the Property upon the execution of the Agreement and further authorise the solicitor to effect the transfer of the Property at the instructions of SC.
(v) The parties further agreed that SCSB and IBI shall release upon the Deposit to the Vendor within seven (7) days from the date execution of the Agreement deemed unconditional upon jointly and severally guarantee the compliance and fulfilment or waiver by repayment of the Purchaser Debt. The details of all the Conditions Precedent (“Unconditional Date”).Property are as follows:-
(iia) RM1,800,000 only (“Agreed Redemption Sum”) to be paid to the Vendor's Financier(s) for the Assets under hire-purchase and/or lease financing ("Financiers") within the Completion Period or the Extended Completion PeriodGMS 17637, as the case may be. To this endXxxx 000, the Vendor shall forward a redemption statement indicating the total sum outstanding and/or owing to the Financiers payable to redeem and/or discharge the Assets within seven (7) days from the Unconditional DateXxxxxxx 00, failing whichTempat Alor Bangsa, the Completion Period shall be extended in favour of the Purchaser accordingly for such period of delay free from any interest. The Purchaser shall undertake to forward the Agreed Redemption Sum to the Financiers within the Completion Period or the Extended Completion PeriodBandar Alor Setar, as the case may beDaerah Kota Setar, failing whichNegeri Kedah, the Completion Period shall be extended in favour of the Vendor accordingly for such period of delay free from any interest.measuring approximately 168 square metres;
(iiib) RM1,080,000 GMS 17638, Xxxx 000, Xxxxxxx 00, Tempat Alor Bangsa, Bandar Alor Setar, Daerah Kota Setar, Negeri Kedah, measuring approximately 102 square metres;
(“Balance Sum”c) to be paid to the Vendor's Solicitors as stakeholders within the Completion Period or the Extended Completion PeriodGMS 17639, as the case may beXxxx 000, and the Vendor's Solicitor is hereby authorised and instructed by the Parties to release the Balance Sum to the Vendor on the Completion DateXxxxxxx 00, Tempat Alor Bangsa, Bandar Alor Setar, Daerah Kota Setar, Negeri Kedah, measuring approximately 102 square metres;
(d) GMS 17640, Xxxx 000, Xxxxxxx 00, Tempat Alor Bangsa, Bandar Alor Setar, Daerah Kota Setar, Negeri Kedah, measuring approximately 102 square metres;
(e) GMS 17641, Xxxx 000, Xxxxxxx 00, Tempat Alor Bangsa, Bandar Alor Setar, Daerah Kota Setar, Negeri Kedah, measuring approximately 102 square metres;
(f) GMS 17642, Xxxx 000, Xxxxxxx 00, Tempat Alor Bangsa, Bandar Alor Setar, Daerah Kota Setar, Negeri Kedah, measuring approximately 102 square metres;
(g) GMS 17643, Xxxx 000, Xxxxxxx 00, Tempat Alor Bangsa, Bandar Alor Setar, Daerah Kota Setar, Negeri Kedah, measuring approximately 102 square metres;
(h) GMS 17644, Xxxx 000, Xxxxxxx 00, Tempat Alor Bangsa, Bandar Alor Setar, Daerah Kota Setar, Negeri Kedah, measuring approximately 102 square metres;
(i) GMS 17645, Xxxx 000, Xxxxxxx 00, Tempat Alor Bangsa, Bandar Alor Setar, Daerah Kota Setar, Negeri Kedah, measuring approximately 102 square metres;
(j) GMS 17646, Xxxx 000, Xxxxxxx 00, Tempat Alor Bangsa, Bandar Alor Setar, Daerah Kota Setar, Negeri Kedah, measuring approximately 102 square metres;
(k) GMS 17647, Xxxx 000, Xxxxxxx 00, Tempat Alor Bangsa, Bandar Alor Setar, Daerah Kota Setar, Negeri Kedah, measuring approximately 102 square metres;
(l) GMS 17648, Xxxx 000, Xxxxxxx 00, Tempat Alor Bangsa, Bandar Alor Setar, Daerah Kota Setar, Negeri Kedah, measuring approximately 102 square metres;
(m) GMS 17649, Xxxx 000, Xxxxxxx 00, Tempat Alor Bangsa, Bandar Alor Setar, Daerah Kota Setar, Negeri Kedah, measuring approximately 117 square metres;
(n) GMS 17650, Xxxx 000, Xxxxxxx 00, Tempat Alor Bangsa, Bandar Alor Setar, Daerah Kota Setar, Negeri Kedah, measuring approximately 117 square metres;
(o) GMS 17651, Xxxx 000, Xxxxxxx 00, Tempat Alor Bangsa, Bandar Alor Setar, Daerah Kota Setar, Negeri Kedah, measuring approximately 102 square metres;
(p) GMS 17652, Xxxx 000, Xxxxxxx 00, Tempat Alor Bangsa, Bandar Alor Setar, Daerah Kota Setar, Negeri Kedah, measuring approximately 102 square metres;
(q) GMS 17653, Xxxx 000, Xxxxxxx 00, Tempat Alor Bangsa, Bandar Alor Setar, Daerah Kota Setar, Negeri Kedah, measuring approximately 102 square metres;
(r) GMS 17654, Xxxx 000, Xxxxxxx 00, Tempat Alor Bangsa, Bandar Alor Setar, Daerah Kota Setar, Negeri Kedah, measuring approximately 102 square metres;
(s) GMS 17655, Xxxx 000, Xxxxxxx 00, Tempat Alor Bangsa, Bandar Alor Setar, Daerah Kota Setar, Negeri Kedah, measuring approximately 102 square metres;
(t) GMS 17656, Xxxx 000, Xxxxxxx 00, Tempat Alor Bangsa, Bandar Alor Setar, Daerah Kota Setar, Negeri Kedah, measuring approximately 102 square metres; and
(u) GMS 17657, Xxxx 000, Xxxxxxx 00, Tempat Alor Bangsa, Bandar Alor Setar, Daerah Kota Setar, Negeri Kedah, measuring approximately 102 square metres.
Appears in 1 contract
Samples: Debt Settlement Agreement
SALIENT TERMS OF THE AGREEMENT. i) The words and abbreviations used throughout this section of the Announcement consideration sum shall have the same meaning as defined remain unchanged at RM72,500,000.00 which shall be settled in the Agreement unless the context otherwise requires or defined hereinform of 50% cash and 50% properties.
2.5.1 ii) The Purchase Price shall be paid by the Purchaser in the following manner :
(i) RM120,000 only (“Deposit”) said Development Land is to be paid acquired on an “as is where is” basis and with vacant possession and free from all squatters, easement, licensee and any form of encumbrances but subject to the Vendor's Solicitors as stakeholders restrictions in interest (if any) and conditions now or presently expressed or implied on the register document of title.
iii) The Agreement is conditional upon the execution of Vendor fulfilling the Agreement and shall release the Deposit to the Vendor Conditions Precedent within seven twelve (712) days months from the date of the Agreement deemed unconditional upon (“Conditional Period”), inter alia including :-
(a) The State Authority approvals being obtained by the compliance Vendor for the density of 25- storey of condominium with 498 units of condominium erected therein.
(b) All other approvals including but not limited to Development Order/Development Plan, layout plan, building plan, Environmental Impact Assessment (EIA) and fulfilment or waiver Traffic Impact Assessment (TIA) from the relevant authorities being obtained.
(c) Obtain a conversion approval in respect of the Development Land for the change of land use to “Residential” with a fresh lease tenure of 99 years on the issue document of title (“Conversion Approval”).
(d) Obtain relevant authorities approval for a five (5) years extension from the date of receipt by the Purchaser of the Conversion Approval or from the date of the Agreement, whichever the later on the Development Period.
(e) If applicable, having to obtain the written permission and/or consent to transfer in respect of the Development Land from the Directors of Lands and Surveys or relevant authority.
iv) In the event that the Vendor is unable to fulfill all the conditions precedent in the Agreement within the Conditional Period, the Purchaser may at their sole and absolute discretion grant the Vendor a further extension of six (6) months for the fulfillment of the Conditions Precedent (“Unconditional DateExtended Conditional Period”).
(iiv) RM1,800,000 only (“Agreed Redemption Sum”) to In the event that the conditions precedent cannot be paid to the Vendor's Financier(s) for the Assets under hire-purchase and/or lease financing ("Financiers") within the Completion Period or fulfilled by the Extended Completion Conditional Period, as the case Purchaser may be. To this endat their sole and absolute discretion opt to rescind and terminate the Agreement whereupon within fourteen (14) days from the date in receipt of the written notice to rescind the Agreement, the Vendor shall forward a redemption statement indicating refund the total deposit sum outstanding and/or owing to the Financiers payable to redeem and/or discharge the Assets within seven (7) days from the Unconditional Date, failing which, the Completion Period shall be extended in favour of any other payments made by the Purchaser accordingly for such period of delay free from any interest. The Purchaser shall undertake to forward the Agreed Redemption Sum to the Financiers within the Completion Period or the Extended Completion Period, as the case may be, failing which, the Completion Period shall be extended in favour of the Vendor accordingly for such period of delay free from any interest.
(iii) RM1,080,000 (“Balance Sum”) to be paid to the Vendor's Solicitors as stakeholders within the Completion Period or the Extended Completion Period, as the case may be, and the Vendor's Solicitor is hereby authorised and instructed by the Parties to release the Balance Sum to the Vendor with interest at a rate of 3.5% per annum failing which interest at the rate of 8% per annum shall be imposed on the Completion DateVendor for any outstanding amount not refunded. Accordingly, the Agreement shall then be rendered null and void and shall be no further force or effect and neither Parties shall have any claim against the other.
Appears in 1 contract
Samples: Sale and Purchase Agreement
SALIENT TERMS OF THE AGREEMENT. The words and abbreviations used throughout this section of the Announcement shall have the same meaning as defined in the Agreement unless the context otherwise requires or defined herein.
2.5.1 The Purchase Price shall be paid by the Purchaser in the following manner :
(i) RM120,000 only The Vendor is desirous of selling and the Purchaser is desirous of purchasing the Acquisition with the Vendor’s right, title, interest, advantage and benefit in and to the Original Registered Title Deed of the Acquisition and free from all encumbrances, caveats, liens, claims whatsoever and with vacant possession but subject to all conditions whether expressed or implied and all restrictions in interest contained in the document of title and upon the terms and conditions hereinafter contained.
(ii) Upon execution of the Agreement, the Purchaser shall, subject to deduction of RM 358,134.84 (hereinafter referred to as “Retention Sum”), pay RM 2,387,565.60 (hereinafter referred to as “Deposit”) to be paid the Purchaser’s Solicitors with irrevocable instructions to forthwith release the same to the Vendor's .
(iii) The balance of the purchase amounting to RM 9,550,262.40 (hereinafter referred to as “Balance Purchase Price”) shall be paid in full by the Purchaser to the Purchaser’s Solicitors as stakeholders upon the execution of the Agreement and shall release the Deposit to the Vendor within seven on or before four (74) days months from the date of the Agreement deemed unconditional upon or from the compliance and fulfilment or waiver by date receipt of the Purchaser written confirmation that the conditions of all title have been fulfilled, whichever is later (hereinafter referred to as “the Conditions Precedent (“Unconditional Completion Date”)., with irrevocable instruction for the Purchaser’s Solicitor to:-
(ii) RM1,800,000 only (“Agreed Redemption Sum”) a. redeem the Vendor’s encumbrances and to be paid obtain the release of the Original Registered Title Deed to the Vendor's Financier(s) for Acquisition together with the Assets under hire-purchase and/or lease financing duly executed Satisfaction of Charge and Withdrawal of Caveat ("Financiers") within if applicable);
b. deduct any other outstanding charges, expenses, fees and dues over the Completion Period or the Extended Completion Period, as the case may be. To this end, the Vendor shall forward a redemption statement indicating the total sum outstanding and/or owing Acquisition due to the Financiers payable to redeem and/or discharge the Assets within seven relevant authorities (7) days from the Unconditional Date, failing which, the Completion Period shall be extended in favour of the Purchaser accordingly for such period of delay free from any interest. The Purchaser shall undertake to forward the Agreed Redemption Sum to the Financiers within the Completion Period or the Extended Completion Period, as the case may be, failing which, the Completion Period shall be extended in favour of the Vendor accordingly for such period of delay free from any interest.if any); and
(iii) RM1,080,000 (“Balance Sum”) to be paid to the Vendor's Solicitors as stakeholders within the Completion Period or the Extended Completion Period, as the case may be, and the Vendor's Solicitor is hereby authorised and instructed by the Parties to c. only release the Balance Sum Purchase Price thereof to the Vendor on upon the Completion Datesuccessful lodgement of the Memorandum of Transfer and the issuance of the Memorial Number that has been obtained from the relevant authorities.
Appears in 1 contract
Samples: Sales and Purchase Agreement
SALIENT TERMS OF THE AGREEMENT. 4.1 The words and abbreviations used throughout this section salient terms of the Announcement shall have Agreement are as follows: Term : Commencing from the same meaning as defined date of this Agreement to 31 December 2015 Rent : RM52,500.00 per month Deposit Rental : RM1,400,000.00 Utility Deposit : RM100,000.00
4.2 EISB and GPSB (“the Parties”) further agreed in the Agreement unless the context otherwise requires conditions as follows :
(a) The Landlord intend to sell and the Tenant intend to buy the Demised Premises after 30 June 2015 subject to all the terms and conditions stipulated in the proposed sale and purchase agreement (“SPA”); both parties expressly agree to enter into the sale and purchase of the Demised Premises and to execute the SPA after 30 June 2015 and on or defined hereinbefore 31 December 2015 (“Proposed Acquisition”) whereupon the Agreement shall be determined and the Deposit Rental shall be treated as deposit and part payment of the purchase consideration of the Demised Premises;
(b) in the event that the Tenant fails, refuses or neglects to execute the SPA in the purchase of the Demised Premises within a period as stipulated in clause 4.2 (a) aforementioned, then the Parties agree that the Deposit Rental held by the Landlord shall absolutely be forfeited by the Landlord; and
(c) in the event that the Landlord fails, refuses or neglects to execute the SPA in the selling of the Demised Premises as stipulated in clause 4.2 (a) aforementioned, then the Parties hereby agree that the Landlord shall return the Deposit Rental to the Tenant together with an agreed liquidated damage of RM1,400,000.00 to the Tenant and thereafter the Agreement shall be deemed terminated and null and void and of no further effect and neither parties hereto shall have any claim whatsoever against the other except for any antecedent breach of the Agreement.
2.5.1 4.3 The salient terms of the SPA are as follows: -
(i) The total purchase consideration shall be RM14,000,000.00 only (“Purchase Price”), subject to an adjustment in the Purchase Price at the rate of RM8.02 only per square foot in the event the actual total area of the Demised Premises (“Actual Area”) differs for more than one per centum (1%) from 16.2102 hectares (approximately 1,744,848.712 square feet) based on the land survey to be carried out before the Completion Date (herein defined) by the land surveyor appointed by the Purchaser at its own costs and expenses, of which the Vendor hereby expressly agree to grant access for the land surveyor to carry out the said land survey. In the event that the Vendor is not agreeable to the Actual Area reflected in the Purchaser’s land survey report, then in such event the Parties agree that the Vendor shall be at their discretion to appoint an independent land surveyor to carry out the said land survey at the Vendor’s own cost and expense and further the parties agreed that the Actual Area reflected in the Vendor’s land Survey report shall be final and binding upon the Parties. Depending on whether such variation in the Actual Area shall increase or decrease the Purchase Price, the adjustment in the Purchase Price shall be made and paid together with the Balance Purchase Price.
(ii) The completion of the sale and purchase of the Demised Premises shall in all respects be conditional upon the procurement by the Vendor, at its own cost and expense of the appropriate authority the approval for the change of category of land use of the Demised Premises to “Industrial” (“Conversion Approval”) on or before 31 December 2015 (“Conditions Precedent”) In the event the Vendor is unable to procure the Conversion Approval on or before 31 December 2015 due to whatsoever reason at no fault of the Vendor, the Vendor covenants that the Vendor shall grant a power of attorney to the Purchaser in for the following manner :Purchaser to procure the Conversion Approval within three (3) months from 31 December 2015. In the event the Purchaser is unable to obtain the Conversion Approval after the aforesaid three (3) months period, the Conditions Precedent herein shall be deemed as fulfilled. In the event the Conversion Approval is obtained by any of the Parties, the Purchaser shall pay the conversion premium for the Conversion Approval before the Completion Date (herein defined).
(iiii) RM120,000 only (“Deposit”) to be paid to The SPA shall become unconditional on the Vendor's Solicitors as stakeholders upon the execution of the Agreement and shall release the Deposit to the Vendor within seven (7) days from business day after the date of the Agreement deemed unconditional upon the compliance and fulfilment or waiver by the Purchaser of all the Conditions Precedent (“Unconditional Date”).
(iiiv) RM1,800,000 only The completion of the SPA (“Agreed Redemption SumCompletion Date”) to shall be paid to the Vendor's Financier(sa day falling on or before nine (9) for the Assets under hire-purchase and/or lease financing ("Financiers") within the Completion Period or the Extended Completion Period, as the case may be. To this end, the Vendor shall forward a redemption statement indicating the total sum outstanding and/or owing to the Financiers payable to redeem and/or discharge the Assets within seven (7) days months from the Unconditional Date, failing which, the Completion Period shall be extended in favour of the Purchaser accordingly for such period of delay free from any interest. The Purchaser shall undertake to forward the Agreed Redemption Sum to the Financiers within the Completion Period or the Extended Completion Period, as the case may be, failing which, the Completion Period shall be extended in favour of the Vendor accordingly for such period of delay free from any interest.
(iiiv) RM1,080,000 (“Balance Sum”) to In the event the Conditions Precedent cannot be paid to the Vendor's Solicitors as stakeholders fulfilled within the Completion Period or stipulated time and in the Extended Completion Period, as the case may be, and the Vendor's Solicitor is hereby authorised and instructed absence of any extension of time agreed to by the Parties to release Purchaser in the Balance Sum to Purchaser’s absolute discretion, the Vendor on hereby agree to reduce the Completion DatePurchase Price to RM13,500,000.00 only.
Appears in 1 contract
Samples: Tenancy Agreement
SALIENT TERMS OF THE AGREEMENT. The words and abbreviations used throughout this section 4.1 CONDITIONS Completion of the Announcement shall have the same meaning as defined in the Agreement unless the context otherwise requires or defined herein.
2.5.1 The Purchase Price shall be paid by the Purchaser in the following manner Subscription is conditional upon:
(i) RM120,000 only Capital World having received approval from its Board of Directors in respect of the Subscription and the grant of Options;
(“Deposit”ii) Capital World having received approval from its shareholders at an extraordinary general meeting to be paid convened in respect of the allotment and issue of the Subscription Shares and Option Shares;
(iii) the submission of the additional listing application and the receipt of the listing and quotation notice from the SGX-ST for the listing and quotation of the Subscription Shares and Option Shares on the Official List of the SGX-ST, and the same not being revoked or amended, and where such approval is subject to conditions, such conditions being reasonably acceptable to Capital World and PRG, and to the Vendor's Solicitors as stakeholders upon extent that any conditions to such approval are required to be fulfilled on or before Completion, they are so fulfilled to the execution satisfaction of the Agreement SGX-ST or so waived by them;
(iv) the allotment, issue and shall release subscription of the Deposit to the Vendor within seven (7) days from Subscription Shares and Option Shares not being prohibited by any statute, order, rule or regulation promulgated after the date of the Agreement deemed unconditional upon the compliance and fulfilment by any applicable legislative, executive or waiver by the Purchaser regulatory body or authority of all the Conditions Precedent (“Unconditional Date”).Singapore;
(iiv) RM1,800,000 only (“Agreed Redemption Sum”) to be paid to there having been no occurrence of any event or discovery of any fact rendering any of the Vendor's Financier(s) for warranties in the Assets under hire-purchase and/or lease financing ("Financiers") within Agreement untrue or incorrect in any material respect as at the Completion Period or the Extended Completion Period, Date as the case may be. To this end, the Vendor shall forward a redemption statement indicating the total sum outstanding and/or owing to the Financiers payable to redeem and/or discharge the Assets within seven (7) days from the Unconditional Date, failing which, the Completion Period shall be extended in favour of the Purchaser accordingly for such period of delay free from any interest. The Purchaser shall undertake to forward the Agreed Redemption Sum to the Financiers within the Completion Period or the Extended Completion Period, as the case may be, failing which, the Completion Period shall be extended in favour of the Vendor accordingly for such period of delay free from any interest.
(iii) RM1,080,000 (“Balance Sum”) to be paid to the Vendor's Solicitors as stakeholders within the Completion Period or the Extended Completion Period, as the case may be, and the Vendor's Solicitor is hereby authorised and instructed by the Parties to release the Balance Sum to the Vendor if they had been given again on the Completion Date;
(vi) each Party not being in breach of any of the undertakings and the covenants in the Agreement as at the Completion Date;
(vii) the completion of legal, business, financial and accounting due diligence on Capital World, to the satisfaction of PRG;
(viii) PRG having received approval from its Board of Directors in respect of the Subscription and the grant of Options;
(ix) PRG having conducted a valuation report (which is in compliance with the Securities Commission’s Asset Valuation Guidelines) pursuant to paragraph 10.04 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad in respect of the subscription and acquisition of the Subscription Shares and Option Shares (if required); and
(x) PRG having received approval from the Central Bank of Malaysia in respect of the subscription and acquisition of the Subscription Shares and Option Shares (if required).
Appears in 1 contract
Samples: Subscription and Options Agreement