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					MEMORANDUM OF AGREEMENT OF SALE
                                      MEMORANDUM OF AGREEMENT OF SALE




Entered into by and between:




PACIFIC EAGLE PROPERTIES 136 (PROPRIETARY) LIMITED.
Reg. No. 2006/035988/07

herein represented by ........................................................................................
duly authorised thereto

hereinafter referred to as "Seller")




and



.......................................................................................................................

herein represented by ........................................................................................
duly authorised thereto

hereinafter referred to as "Purchaser" as more fully
described in the Clause 1 hereof)
1.      SCHEDULE

1.1     Full name of Purchaser:

1.2     If legal persona, name
        and capacity of signatory:



1.3     Contact numbers:
                   (home)
                   (cell)
                   (work)
                   (fax)
                   (email)

1.4     Identity number or Company / CC /
        Trust registration number:

1.5     Passport number if not South African

1.6     Purchase price including Value Added Tax:
        R............................ (.....................................................................................................
Rand)

1.7     Deposit payable on signature of Purchaser:
        R............................. (....................................................................................................
Rand)

1.8     Balance of purchase price payable on registration of transfer:
        R............................. (....................................................................................................
Rand)

1.9     Erf description:                  portion ............... a portion of the property in extent approximately
        ............................. square metres as depicted on Annexure "A" annexed hereto being a
        portion of Farms 1075 and 1076 East London, situate in the District of Kidd’s Beach, in
        the Buffalo City Municipality and Division, Province of the Eastern Cape
        Per Annexure "A"

1.10    Address of Seller:                ………………………………………………..
                                          ………………………………………………..
                                          ………………………………………………..
                                          ………………………………………………..

1.11    Telephone number:                 ……………………………………………..
        Facsimile number:                 ………………………………………………..
        Cell number:                      ………………………………………………..

MEMORANDUM OF AGREEMENT OF SALE                                                                                      Page 2 of 16
1.12   Marital Information
       Date:          .............................................................................
       Place:         ………………….................................................
       In community of property / Antenuptial Contract / Laws of another country i.e.
       .......................……………………………………………………………………………………
       …



2.     RECORDAL

A.     The Seller has acquired the property from the Master Developer of the overall
       development. The said Master Developer in turn has acquired:

A.1.1 The Remainder Farm 1075 East London, situate in the District of Kidd’s Beach, Buffalo
      Municipality, Division of East London, Province of the Eastern Cape; in extent:
      held by Deed of Transfer No. T5729/1997; and

A.1.2 A portion of the Farm 1076 East London, situate in the District of Kidd’s Beach, Buffalo
      Municipality, Division of East London, Province of the Eastern Cape; in extent:
      held by Deed of Transfer No. T5729/1997;

       which the said Master Developer is in the process of consolidating and thereafter
       subdividing as part of a process of creating a total development concept in respect
       thereof. It is contemplated that this may be comprised of several residential phases,
       commercial phase/s or if deemed appropriate hybrid phases comprising both residential
       and commercial components. The development shall be known as The Village at
       Kidd’s Beach. It is contemplated that either a single Homeowners / Owners
       Association is to be established or in the alternative several similar Homeowners
       Associations and/or Owners Associations are to be established, in respect of the
       respective phases of such development, with such Homeowners Association and its
       members becoming members of a Master Owners Association which is to be
       established.

A.2    The property therefore acquired by the Seller comprises a phase of the development in
       respect of which the Master Developer and/or the Seller is currently seeking approval
       from the Local Authority and thereafter from the Surveyor General. Transfer of the
       property to the Purchasers will be affected after such approvals have been obtained;

A.3    The local authority may impose certain conditions, more particularly conditions relating
       to the provision of essential and necessary services and ancillary services;

A.4    The Master Developer has deemed it appropriate and requires that the development
       follows a cohesive theme and that the building and ancillary structures erected on the
       development complies with aesthetic and architectural guidelines as hereinafter set
       forth. The Seller has committed itself contractually to this and has undertaken to
       impose this as a condition upon its successors in title with the obligation for them to
       similarly impose it in perpetuity.



MEMORANDUM OF AGREEMENT OF SALE                                                                       Page 3 of 16
B.   The Purchaser is desirous of acquiring an erf in this phase of the development and
     commits itself and its successors in title to the aforesaid both as to the letter and spirit
     thereof.

C.   Now therefore the Seller hereby sells and the Purchaser hereby purchases the erf
     subject to the terms and conditions herein set forth.


3.   INTERPRETATION

     3.1    The clause headings are inserted for convenience purposes only and shall be
            disregarded in interpreting this agreement.

     3.2    Words importing the singular shall include the plural and vice versa and any one
            gender shall include the other genders.

     3.3    Reference to natural persons includes created entities (corporate or non-
            corporate) and vice versa.

     3.4    Words and expressions defined in this agreement shall bear the same
            meanings in schedules or annexures to this agreement which do not
            themselves contain their own definitions.

     3.5    If any provision in a definition in this agreement is a substantive provision
            conferring rights or imposing obligations on any of the parties hereto, then,
            notwithstanding that it is only in the definition clause of this agreement, effect
            shall be given to it as if it were a substantive provision in the body of this
            agreement.

     3.6    If there is any conflict between words and numerals the words shall prevail.

     3.7    Days shall be reckoned exclusively of the first and inclusively of the last day
            unless the last day falls on a Saturday, Sunday or proclaimed public holiday in
            the Republic of South Africa, in which event the last day shall be the next
            succeeding day which is not a Saturday, Sunday or public holiday.


4.   DEFINITIONS

     In this agreement, unless the context otherwise indicates, the following words will have
     the meanings assigned to each -

     Annexure "A" means                    -       a plan of the development which indicates
     the                                           erf as described in the agreement

     Attorneys means                       -       Kirchmanns Inc, 3 Pearce Street, Berea,
                                                   East London, 5214
                                                   Telephone: 043 7210963
                                                   Facsimile: 043 7210958

     Constitution means                    -       the written constitution of the HOA of The
                                                   Village at Kidd’s Beach (a copy of which
                                                   may be obtained from the Seller or Agent)




MEMORANDUM OF AGREEMENT OF SALE                                               Page 4 of 16
     Design guidelines means               -       the design guidelines in respect of The
                                                   Village at Kidd’s Beach Development (a
                                                   copy of which may be obtained from the
                                                   Seller or Agent)

     Development means                     -       The Village at Kidd’s Beach

     Erf means                             -       portion ………………. of the property in
                                                   extent approximately .............................
                                                   square metres as depicted on Annexure
                                                   "A"

     HOA means                             -       The Village at Kidd’s Beach Home Owners
                                                   Association

     Master Developer means                -       Altivex (Proprietary) Limited, Reg.          No.
                                                   2005/018238/07 and/or its nominees

     Occupation date means                 -       the date as notified in writing by the Seller,
                                                   but not before the erf can be legally
                                                   transferred to the Purchaser

     Property means                        -       that portion of the consolidation of the
                                                   Farms 1075 and 1076 East London,
                                                   situate in the District of Kidd’s Beach, in
                                                   the Buffalo City Municipality and Division,
                                                   Province of the Eastern Cape acquired by
                                                   the Purchaser from the Seller and upon
                                                   which this development is being created,
                                                   presently held by Deed of Transfer No.
                                                   T......................................

     Purchaser means                       -       the party more fully identified in Clause 1
                                                   above

     Seller means                          -       Pacific Eagle Properties 136 (Proprietary)
                                                   Limited, Reg. No. 2006/035988/07


5.   SUBJECT MATTER

     The erf hereby sold is more fully described as portion ............... a portion of the
     property in extent approximately ............................. square metres as depicted on
     Annexure "A" annexed hereto being a portion of Farms 1075 and 1076 East London,
     situate in the District of Kidd’s Beach, in the Buffalo City Municipality and Division,
     Province of the Eastern Cape, presently held by Deed of Transfer No.
     T.......................................

     as depicted on Annexure "B" annexed to the Agreement
     (hereinafter referred to as "the erf")




MEMORANDUM OF AGREEMENT OF SALE                                                 Page 5 of 16
6.    PURCHASE PRICE

      6.1    The                 purchase                    price                 is            the    sum       of
             R……………………………………………………………….
             ................................................................................... Rand) VAT inclusive
             payable without set-off or deduction in cash free of exchange at Cape Town as
             follows:

      6.2    a deposit of R .......................................
             ………………………………………………………..............................................
             Rand) shall be paid upon signature hereof to Kirchmanns Inc to be held in trust
             and invested in a Bank account for the benefit of the Purchaser, pending
             fulfilment of any suspensive conditions and thereafter released to the Seller on
             registration of transfer;

      6.3    the balance purchase price plus the total VAT amount shall be paid against
             registration of transfer.


7.    DATE OF SALE

      The date of sale shall be the date of signature of this Deed of Sale by the Seller.


8.    COSTS

      The Seller shall pay all conveyancing fees and disbursements plus VAT thereon and
      the costs of and ancillary to this Deed of Sale, as agreed with the Seller's Attorneys.


9.    TRANSFER

      Transfer of the erf shall be given to the Purchaser forthwith after the fulfilment of all
      suspensive conditions hereof and the obtaining of whatever required clearances as
      may be stipulated by statute, ordinance or regulation. The Purchaser shall sign all
      transfer documents on demand.


10.   POSSESSION AND OCCUPATION

      Possession and occupation of the erf shall be given to the Purchaser on transfer from
      which date the property shall be at the sole risk, loss and profit of the Purchaser.


11.   RATES AND TAXES

      The Purchaser shall refund to the Seller a proportionate share of rates, taxes and fire
      insurance paid in advance upon the erf beyond the period of possession and
      occupation.




MEMORANDUM OF AGREEMENT OF SALE                                                             Page 6 of 16
12.   VOETSTOOTS

      12.1   The erf is sold as described in the existing Title Deed or Deeds thereof and is
             subject to all conditions and servitudes attaching thereto or mentioned or
             referred to in the said Title Deed or Deeds and subject to the rights of any
             Municipal, Local or Provincial Authority or of the State. It is furthermore
             acknowledged that the relevant authorities may impose further conditions. The
             Purchaser agrees to accept same and bind himself thereto. The Purchaser
             agrees to accept title as held by the Seller who shall not be liable for any
             deficiency in extent which may be revealed on any re-survey, nor shall the
             Seller benefit by any possible surplus;

      12.2   The erf is sold "voetstoots" - as it stands - and the Seller shall not be
             responsible for any defects therein, either latent or patent. The Seller shall
             upon framing and approval of the new sub divisional diagram as regards to the
             erf hereby created, make same available to the Purchaser upon request. The
             Purchaser may approach the aforesaid surveyors to assist if so required in
             pointing out boundaries and beacons which attendances however shall be for
             the account of the Purchaser.


13.   CONVEYANCERS

      The transfer of this erf shall be attended to by the Seller's Attorneys KIRCHMANNS
      INC, 3 Pearce Street, Berea, East London, 5214


14.   GUARANTEE

      The Purchaser shall, if not already supplied, within 10 (Ten) days of the Agreement of
      Sale coming into existence furnish the Seller's Attorneys with an acceptable Bank or
      financial institution guarantee for the purchase price or the balance thereof and interest,
      if any, free of exchange at CAPE TOWN payable against registration of transfer of the
      erf hereby sold into the name of the Purchaser.


15.   FORFEITURE

      In the event of the Purchaser failing to fulfil on due date any of the terms and conditions
      of this Deed of Sale and failing to make good any such breach within 7 (Seven) days
      after written notice by the Seller or its agents, then the Seller or its agents, without
      prejudice to any other rights to which he may be entitled in law or under this Agreement
      shall have the right:

      15.1   to cancel this Agreement forthwith, in which event the Purchaser shall forthwith
             vacate the erf waiving any lien which he may have over the erf for
             improvements and the Seller shall be entitled to elect:

             15.1.1      to retain all payments made and due at the time of the cancellation
                         by the Purchaser to the Seller being the amount which the parties
                         record will be the prejudice suffered by the Seller regard being had to
                         his proprietary and other interests in the sale which will be prejudiced
                         by the aforesaid breach; or
             15.1.2      to retain all amounts paid on account of damages suffered together
                         with interest accruing thereon, pending the determination of the


MEMORANDUM OF AGREEMENT OF SALE                                               Page 7 of 16
                         amount of such damages and upon such determination in favour of
                         the Seller such amounts shall be deemed to have been paid by the
                         Purchaser on account of damages suffered by the Seller;

      15.2 to hold the Purchaser bound to this Agreement, the Seller shall be entitled to
      elect:

             15.2.1      to enforce performance of the obligations of the Purchaser
                         hereunder and to claim immediate payment for all amounts payable
                         by the Purchaser under this Agreement, including payment of the full
                         balance of the purchase price outstanding together with any interest
                         accruing thereon, costs and other charges; or

             15.2.2      not to enforce immediate payment of all amounts payable but to
                         enforce all his rights in terms of this Agreement with the one proviso
                         that the Purchaser shall be liable to pay interest on the outstanding
                         purchase price as at the date of the Purchaser's breach at the rate of
                         4% (Four Percent) above the prime lending rate charged by
                         Standard Bank of S A Ltd to its most preferred clients, which interest
                         payment shall be paid monthly in advance from the date of default
                         and every month thereafter until the full payment of the purchase
                         price or the remedy of the breach by the Purchaser, whichever date
                         is the earlier, without prejudice to the Seller's rights to claim
                         occupational commission.


16.   DOMICILIUM CITANDI ET EXECUTANDI

      The parties choose domicilium citandi et executandi for all purposes under this
      Agreement of Sale as follows :

      16.1   The SELLER :             …………………………………………………………….
                             …………………………………………………………….
                             …………………………………………………………….
                             Tel. …………………….…. Fax. ………….……………

      16.2   The PURCHASER : ……………………………………………………………
                             ……………………………………………………………
                             Tel. ……………………….. Fax. ………………………

      16.3   Any notice or communication required or permitted to be given in terms of this
             agreement shall be valid and effective only if in writing but it shall be competent
             to give notice by telefax.

      16.4   Any party may by notice to any other party change the physical address chosen
             as its domicilium citandi et executandi vis-à-vis that party to another physical
             address in (state if there is a territorial limitation) or its telefax number: Provided
             that the change shall become effective vis-à-vis that addressee on the 5th
             business day from the deemed receipt of the notice by the addressee.

      16.5   Any notice to a party:


MEMORANDUM OF AGREEMENT OF SALE                                                 Page 8 of 16
                 16.5.1 sent by prepaid registered post (by airmail if appropriate) in a
                        correctly addressed envelope to it at its domicilium citandi et
                        executandi shall be deemed to have been received on the 5 (Five)
                        business day after posting (unless the contrary is proved);

                 16.5.2 delivered by hand to a responsible person during ordinary business
                        hours at its domicilium citandi et executandi shall be deemed to have
                        been received on the day of delivery; or

                 16.5.3 sent by telefax to its chosen telefax number, shall be deemed to
                        have been received on the date of despatch (unless the contrary is
                        proved).

      16.6   Notwithstanding anything to the contrary herein contained a written notice or
             communication actually received by a party shall be an adequate written notice
             or communication to it notwithstanding that it was not sent to or delivered at its
             chosen domicilium citandi et executandi.


17.   INSURANCE

      In the event that the Purchaser takes possession and occupation prior to transfer the
      Purchaser shall at his own expense, insure the erf hereby sold against risk of loss or
      damage by fire, riot (including political riot) and earthquake for an amount of not less
      than the purchase price, such insurance to take effect as from the date on which the
      Purchaser takes possession and occupation of the erf and the Purchaser shall cause
      the Seller's interests to be noted against the Policy. The Purchaser shall produce proof
      of such insurance to the Seller or his Agent.


18.   SUSPENSIVE CONDITIONS

      18.1   The following conditions are to be fulfilled within a period of 240 (Two Hundred
             and Forty) days of signature hereof by the Seller:

             18.1.1     the Seller successfully acquiring the erf in question and the said erf
                        being registered in its name;

             18.1.2     the Seller obtaining the necessary development plan approvals;

             18.1.3     the Seller obtaining redevelopment finance as deemed sufficient in
                        its unfettered discretion;

             18.1.4     the Seller obtaining sufficient pre-sales as determined in its
                        unfettered discretion;

             18.1.5     the Seller electing, having taken cognisance of the economic and
                        political climate, to proceed with the transaction.

      18.2   The Seller is irrevocably hereby authorised by the Purchaser to unilaterally
             extend the period within which the aforesaid suspensive conditions are to be
             fulfilled up to 365 (Three Hundred and Sixty Five) days from date hereof.
             Should all or any of the conditions aforementioned not be fulfilled within 12
             (Twelve) months or not be waived as hereinafter provided, this Agreement shall
             lapse at the Seller's discretion / choice.


MEMORANDUM OF AGREEMENT OF SALE                                             Page 9 of 16
      18.3   These suspensive conditions have been imposed by the Seller for its benefit
             and may in part or in whole be waived by it.


19.   SOLE MEMORIAL

      This document reflects the entire Agreement between the parties relating to the erf
      hereby sold, and no alteration, addition or amendment thereto shall be of force and
      effect unless committed to writing and signed by the parties hereto.


20.   WAIVER

      Any latitude which may be allowed by the Seller in respect of any breach by the
      Purchaser in terms hereof, shall not under any circumstances be deemed to be a
      waiver of the Seller's rights at any time nor a novation hereof nor shall it prevent the
      Seller from exercising any right nor absolve the Purchaser from any obligation under
      this Agreement.


21.   LEGAL COSTS

      If for any reason whatsoever, the Seller instructs his Attorney to take action against the
      Purchaser in terms hereof, and notwithstanding that such action may not involve
      litigation or the issue of process from any Court of law, then the Purchaser shall be
      liable for, and the Seller shall be entitled to recover on demand, all such legal fees
      incurred by the Seller, including particularly wasted costs of transfer, collection costs
      and all costs on an Attorney-and-client scale, notwithstanding that in the absence of
      this paragraph, the Seller would not be entitled to recover any costs from the
      Purchaser, or costs other than on a party-and-party scale.


22.   JURISDICTION

      The Purchaser hereby consents to the jurisdiction of the High Court of South Africa,
      Cape of Good Hope Provincial Division and to the jurisdiction of any Magistrate's Court
      (having jurisdiction in respect of his person) for any cause arising herefrom. The Seller
      at his sole discretion shall be entitled to elect in which of the said Courts to institute any
      action arising herefrom, and the Seller shall be entitled to recover in respect of such
      action the costs specified in Clause 21 hereof.


23.   ESTATE AGENT'S COMMISSION

      The Seller shall pay sales commission to the estate agent having been the effective
      cause hereof against registration of transfer and upon receipt of the full purchase
      consideration due herein.

24.   CONDITIONS

      24.1   The Purchaser hereby acknowledges that as the subdivisional boundary pegs
             are still to be placed in their final positioning such pegs might require adjusting
             by the duly appointed surveyor as the subdivisional survey progresses.



MEMORANDUM OF AGREEMENT OF SALE                                                Page 10 of 16
      24.2   The Purchaser acknowledges that the Surveyor General may not yet have
             approved a general plan of the phase of the development in which the erf is
             situate, and that the final extent of the erf may differ from the extent indicated in
             this agreement.

      24.3   The Purchaser acknowledges that as a consequence of the aforegoing the
             erven constituting this phase of the development may be allocated numbering
             different to the erf number herein defined and undertakes to remain bound in
             terms of this agreement, the possible numbering change notwithstanding.


25.   VARIATIONS OF DEVELOPMENT

      25.1   The Master Developer shall in its sole discretion be entitled to apply to the
             relevant authorities for permission to vary the layout, size, boundaries, extent of
             erven and/or streets, ingress, egress and access to the property and any other
             property forming part of the total development and the Purchaser shall be bound
             thereby and shall have no claim of any nature whatsoever against the Master
             Developer and/or the Seller as a consequence. Accordingly the Purchaser
             specifically and irrevocably grants in favour of the Master Developer and/or the
             Seller a Special Power of Attorney in rem suam to grant all and any consents as
             may be required relative thereto.

      25.2   The Master Developer shall at all times be entitled to extend its development by
             the acquisition of adjoining properties.


26.   CONSTRUCTION PERIOD

      The Purchaser or his successors-in-title shall, as regards the first phase within 4 (Four)
      years (and as regards the balance of the development within 3 (Three) years) after the
      date of transfer of the property from the Seller as the Developer, cause to be completed
      on the erf, a dwelling house in conformity with the design criteria set out hereunder.


27.   APPROVAL OF PLANS

      27.1   Prior to the commencement of construction, the Purchaser shall submit to the
             Seller and The Village at Kidd’s Beach Home Owners Association, for written
             approval:

             27.1.1     plans for the erection or alterations to a dwelling house and related
                        structures which shall include, without derogating from the generality
                        thereof, fences, walls, decks, patios, garages, carports, gazebos and
                        pergolas;

             27.1.2     plans indicating the size, coverage and bulk of the dwelling house
                        and ancillary structures, the position of the dwelling house on the erf
                        and the building envelope for the erf;
             27.1.3     specifications in respect of the nature, quality and colour of materials
                        to be used in the construction of the dwelling house and ancillary
                        structures;

      27.2   All plans and specifications shall be in accordance with the design guidelines,
             which shall direct the design and construction of the dwelling house.


MEMORANDUM OF AGREEMENT OF SALE                                              Page 11 of 16
      27.3   The Seller shall be entitled to refuse such approval if, in its sole discretion any
             plans or specifications do not form to the design guidelines, and the Purchaser
             shall have no claim of whatsoever nature against the Seller arising from any
             refusal or approval.

      27.4   The Seller shall be entitled to withhold approval pending to compliance with
             such modifications or amendments as the Seller proposes to the plans
             submitted and/or such other conditions as may reasonably be imposed.

      27.5   The Purchaser acknowledges that he shall not be entitled to deviate from any
             plan approved by the Seller unless he has obtained the Seller's prior written
             approval for such proposed deviation.


28.   LOCAL AUTHORITY APPROVAL

      The parties hereby agree that the Purchaser may only submit building plans and
      structural plans bearing the stamp of approval from the HOA to the Local Authority for
      approval.


29.   PENALTIES

      Should the Purchaser fail to comply with any obligation contained in Clauses 27 and 28
      hereof, the Seller may:

      29.1 Impose a daily financial penalty, the amount of which shall be determined from
           time to time by the Seller on notice to the Purchaser;

      29.2 enter upon the erf and any dwelling house or related structures in order to inspect
           same;

      29.3 appoint an independent contractor at the Purchaser's expense to ensure
           compliance with the obligations contained in Clauses 28 and 29 hereof;

      29.4 institute legal proceedings against the Purchaser for purposes of enforcing
           compliance with the provisions of the said Clauses 28 and 29 and where
           applicable recover all Attorney and own client costs.


30.   RE-PURCHASE OF ERF

      30.1   Should the Purchaser or his successors-in-title fail to comply with any obligation
             contained in Clauses 27, 28 and Clause 29 hereof, the Seller may purchase the
             erf from the Purchaser or his successors-in-title for the purchase price less
             value added tax.

      30.2   Transfer shall be passed to the Seller by the Attorneys upon payment to the
             Purchaser of the purchase price, excluding value added tax and agent's
             commission.

      30.3   The Purchaser or his successors-in-title shall not be entitled to any
             compensation for a dwelling house or related structures erected in part or in
             whole on the erf.


MEMORANDUM OF AGREEMENT OF SALE                                             Page 12 of 16
      30.4   The Purchaser or his successors-in-title shall vacate the erf upon notice from
             the Seller.

      30.5   The Purchaser or his successors-in-title shall be obliged to allow transfer and by
             his signature hereto, irrevocably authorises the Seller or his agent to sign such
             documentation on the Purchaser's behalf.


31.   HOME OWNERS ASSOCIATION

      31.1   A title deed condition in respect of the erf shall be registered in a form
             acceptable to the Seller and the Registrar of Deeds in terms whereof the
             Purchaser and his successors-in-title shall become members of the HOA and
             shall be entitled to the rights and subject to the obligations and restrictions set
             out in the Constitution.

      31.2   As indicated in Clause 2 the property forms part of a larger development which
             the Master Developer is developing. It is contemplated that this may be
             comprised of several residential phases, commercial phase/s or if deemed
             appropriate hybrid phases comprising both residential and commercial
             components. The development shall be known as The Village at Kidd’s Beach.
             It is contemplated that either a single Homeowners / Owners Association is to
             be established or in the alternative several similar Homeowners Associations
             and/or Owners Associations are to be established, in respect of the respective
             phases of such development, with such Homeowners Association and its
             members becoming members of a Master Homeowners Association which is to
             be established.

      31.3   To accomplish this and in addition to the provisions of Clause 31.1 a title deed
             condition may in respect of the erf be registered by the transfer of the erf or be
             required to be so registered in due course notarially, in a form acceptable to the
             Master Developer and the Registrar of Deeds in terms whereof the Purchaser
             and his successors-in-title shall become members of the Homeowners / Owners
             Association's and/or any Master Owner's Association to be so established or
             which shall in due course be so established. The Purchaser and its successors
             in title shall be entitled to the rights and subject to the obligations and
             restrictions set out in the Constitution of such Homeowners / Owners
             Association's and/or any Master Owner's Association to be so established. Any
             further Homeowners / Owners Association or Master's Owners Association shall
             not differ materially from the provisions of Annexure "B". Inasmuch as may be
             necessary the Purchaser hereby authorizes the Attorneys to complete and sign
             on their behalf such documentation which may be required to give effect to the
             above.

      31.4   To complete, sign and grant on their behalf all such documentation and
             consents which may be required to give effect to the provisions of this clause.
             Accordingly the Purchaser specifically and irrevocably grants in favour of the
             Master Developer and/or the Seller a Special Power of Attorney in rem suam to
             grant all and any consents as may be required relative thereto.

32.   RESTRICTION OF ALIENATION

      32.1   The Purchaser may alienate the erf, prior to registration of transfer into his
             name provided that if such selling price is less than the Purchaser's original


MEMORANDUM OF AGREEMENT OF SALE                                             Page 13 of 16
             price, the Purchaser hereby grants to the Seller a pre-emptive right to acquire
             the erf at such lower price;

      32.2   It shall be encumbant upon the Purchaser to offer the erf for sale to the Seller in
             writing, and the Seller shall be entitled to exercise it's pre-emptive right within 14
             (Fourteen) days after receipt of such written notice;

      32.3   Failure by the Seller to exercise such pre-emptive right shall entitle the
             Purchaser to sell the erf to a third party.

      32.4   The Purchaser acknowledges that, in order to ensure that his successors in title
             are made fully aware of all conditions related to ownership of the erf, only the
             Developer of the development as a whole shall be entitled to resell this erf.


33.   PHASED DEVELOPMENT

      33.1   The Purchaser acknowledges that the development comprises various phases
             which will ultimately comprise a total of approximately ……………………
             hectares and that the Seller or its nominee or successors in title is entitled to
             develop the further phases as, when and in such manner as it deems fit.

      33.2   The Purchaser acknowledges further that inconvenience due to building
             operations may be experienced from time to time subsequent to the transfer
             date.

      33.3   The Purchaser shall not be entitled by reason of either of the two preceding
             clauses to cancel or withdraw from this agreement or claim damages from any
             person or to institute interdict proceedings.




MEMORANDUM OF AGREEMENT OF SALE                                               Page 14 of 16
34.   ACKNOWLEDGEMENT AS TO DEVELOPERS INTEREST

      The Purchaser is hereby made aware that the erf to be transferred to it forms part of a
      phase of a development which has been initiated by the Master Developer. As it is
      important for the development as a whole to have a cohesive theme, the Purchaser
      acknowledges and accepts that the Master Developer has a proprietary interest in the
      enforcement of the conditions imposed to facilitate this which has in part been recorded
      herein (see Clauses 25 to 33) and in the Homeowners Association. The Purchaser
      therefore hereby commits itself to the Master Developer and/or Seller to fully comply
      with the conditions as set forth herein and in the Homeowners Association and
      acknowledges that inasmuch as such term has been introduced for the benefit of the
      Master Developer and at its behest, it has suitably accepted this stipulateri alteri
      created in its favour. It furthermore agrees to bind its successors in title to this
      provision and to obtain their commitment to bind their successors in title in perpetuity.

35.   APPORTIONMENT AGREEMENT

      The Seller and the Purchaser hereby authorises the Attorneys to complete and sign on
      their behalf such Apportionment Agreement as may be required by the local authority in
      respect of the erf and shall be bound by such signature as if they had attended thereto
      personally.


36.   INTERPRETATION

      36.1   Should there be more than one Purchaser or Seller in this Agreement, the
             liability of such Purchasers and Sellers respectively shall be joint and several.

      36.2   In this Agreement words importing the singular shall include the plural and vice
             versa, words importing the masculine gender shall include the feminine gender
             and words importing persons shall include legal personae.

      36.3   The head notes to the paragraphs herein shall not reflect the interpretation of
             any of the provisions to which they relate.


37.   SPECIAL CONDITIONS (IF APPLICABLE)




Signed at ………………………………… this …………… day of ………………………… 2007

MEMORANDUM OF AGREEMENT OF SALE                                            Page 15 of 16
As Witnesses:


1.     ………………………………………….

                                                         …………………………………………..
                                                                  PURCHASER(S)
2.     ………………………………………….


Consent of spouse

I, the undersigned, …………………………………………………………….……………………,
married in community of property / out of community of property / outside the Republic of South
Africa do hereby, as may be required by law, consent to and/or assist the above Purchaser in
regard to the transaction set forth herein insofar as needs be


                                                     ………………………..………………………
                                                                     SPOUSE



Signed at ………………………………… this …………… day of ………………………… 2007

As Witnesses:


1.     ………………………………………….

                                                                   ………………………………
                                                                       …..
                                                                           SELLER(S)
2.     ………………………………………….



………………………………………………….                               ………………………………………….
Agency                                                Agent



(N.B – ATTACH SITE DEVELOPMENT PLAN TO THIS AGREEMENT AS ANNEXURE "A"
       AND INITIAL SAME)




MEMORANDUM OF AGREEMENT OF SALE                                            Page 16 of 16

				
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