Documents
Resources
Learning Center
Upload
Plans & pricing Sign in
Sign Out

Sale Agreement for Hotel Unit

VIEWS: 49 PAGES: 15

Sale Agreement for Hotel Unit document sample

More Info
									                  PROMISSORY PURCHASE AND SALE AGREEMENT
                           UHR DEVELOPMENT, INC.
                        REVISED ON AUGUST 1ST, 2008
                           Eskildsen & Eskildsen
                                 Attorneys



Between the undersigned, namely, UHR DEVELOPMENT, INC., a legal entity
duly incorporated in accordance with the laws of the Republic of
Panama, recorded at Micro jacket 606955, Document 1306020, in the
Mercantile   Section   (“THE   PROMISSORY  SELLER”),   whose   contact
information is:


UHR DEVELOPMENT, INC.
Website: www.unicornpanama.com
E-mail: corporate@unicornpanama.com
Panama Office:
Mailing address: PO Box 0830-01372, Panama, Republic of Panama
Office address: Calle 61A y Ave. Samuel Lewis, No. 34, Urbanización
Obarrio
Tel: Int’l + (786) 863-8858 Local + (507) 393-3329
Miami Office:
Address: 3380 McDonald Street Miami, FL 33133
Tel: 305-448-8418


on the one hand, and on the other hand, (“THE PROMISSORY BUYER”),

_______________________________________, (male/female),

__________________________ (Nationality), of legal age,

bearer of ________________ passport number ________________,

acting in the name and on behalf of the corporation,             a
legal entity duly incorporated in accordance with the laws of
________________, recorded at Micro jacket ______________,Document
________________, in the Mercantile Section, or an individual(“THE
PROMISSORY BUYER”), whose contact information is:

Address:     ______________________________________________________,
Telephone:   __________________,
Facsimile:   __________________,
Electronic   Mail: _____________________________.


All parties hereto represent and warrant that they have the legal
capacity to enter into this Promissory Purchase and Sale Agreement,
hereinafter referred to as “THIS AGREEMENT”, under the terms and
conditions set forth herein:


                                                                       1
FIRST: THE OWNER

The Promissory Seller represents their intention to develop the
Property (Finca) Number 1025 recorded within Volume 16, Entry 434 of
the property section of the Public Registry, located in Justo
Arosemena Avenue and 44th East Street, Bella vista, District of Panama,
Province of Panama, Republic of Panama (the “Property”).

SECOND: THE PROJECT UNICORN HOTEL AND RESORT
THE PROMISSORY SELLER who also act as the developer of the Project,
represents that the property is to be developed      into a high-rise
Hotel and Resort Condominium complex, comprised of one (1) tower,
containing approximately ninety-six(96) units, and common areas, all
which may be identified as UNICORN HOTEL & RESORT hereinafter referred
to as (the “Project”), which operational and effective use will be
assigned by the Assembly of Owners to the corporation to be designated
by de Developer, for the benefit thereof and for the period of time
established therein.

THE PROMISSORY SELLER further represents and warrants that the
“Project” will be constructed in accordance with the plans and
specifications prepared by Architect “Gabriel Kuzniecky or AREA DESIGN
GROUP”, a licensed architect, hereinafter referred to as “THE
ARCHITECT” and that said plans and specifications conform to the
descriptions that have been made publicly available in its sales and
advertising materials. THE PROMISSORY BUYER agrees that these plans
and specifications may be changed whenever such changes do not involve
a material alteration of the basic and external components and they
are made in conformity with the basic concept of THE ARCHITECT for the
“Project” and the concept that was presented to THE PROMISSORY BUYER.

THE PROMISSORY SELLER further represents it shall cause the “Project”
to be incorporated into the Horizontal Property (or P. H.) Regime
(Condominium System), in accordance with the provisions of the Unique
Textbook Law dated August 11, 2003, which includes Law No.13 of 1993,
modified and added by Law No. 39 of 2002 (the “P. H. Law”).

FIRST PARAGRAPH: THE PROMISSORY SELLER represents that there are no
proceedings or lawsuits pending, involving or affecting THE PROPERTY
or the outcome of which could adversely affect or be binding upon THE
PROPERTY or adversely affect its ability to perform its obligations
under THIS AGREEMENT. THE PROMISSORY SELLER will provide notice to THE
PROMISSORY BUYER of the institution of any such proceeding or lawsuit.

SECOND PARAGRAPH: THE PROMISSORY BUYER acknowledges and accepts that
the Project will be operated as Hotel and Resort Condominium Complex
by GUARANTEE PROPERTY MANAGEMENT INC., as Operator and as part of this
Promissory Agreement, is the Rental Agreement which will be requested
to be signed by THE PROMISSORY BUYER the day of the closing.

THIRD: THE UNIT

As used in THIS AGREEMENT, the term “THE UNIT” shall mean the unit or
the apartment identified as
                                                                      2
Unit No. __________ of the Project,
which shall have an area of _________________ (_____)square meters and
will have the following general improvements:

                             “SEE ATTACHED”

THE PROMISSORY BUYER will have right when in residence to the use of
parking, only through the exclusive use of valet parking. While the
Resort is in operation, the right of use of such facility will be
transferred and assigned to the Operator of the Hotel and Resort
Condominium and for the period of such operation. All parking will be
managed using valet services at all time of The Hotel Condominium
Operation.

The parties agree that in the event that force majeure or an act of
God results in the scarcity of any material provided for herein or in
the specification for THE UNIT or the Project, THE PROMISSORY SELLER
may use another material of like value, provided that such use does
not adversely affect their appearance, utility or value and do not
adversely affect the construction of the Project in any material way.

THE PROMISSORY BUYER agrees and accepts that he may not, in any
manner, alter the exterior façade of or perform any modification that
affects or varies the structure of THE UNIT.


FOURTH:   THE PURCHASE AND SALE

THE PROMISSORY SELLER hereby promises to sell, free of liens and
encumbrances and mortgages and with the obligation to indemnify in
case of eviction to THE PROMISSORY BUYER, and THE PROMISSORY BUYER
promises to buy from THE PROMISSORY SELLER (on the terms and
conditions contained in this Agreement), the Unit No. ___________,
hereinafter referred to as (the “Unit”) of “the Project”.      The Unit
and the Project are described in greater detail in this Agreement, in
the proposed articles of the Condominium Regulation, hereinafter
referred to as the “the Regulation”, and the correspondent Brochures.


FIFTH: PURCHASE PRICE AND PAYMENTS

The parties agree that total purchase price for the Unit is
______________________Dollars(US$___________)(the “Purchase Price”),
together with the additional sums required to be paid pursuant to this
Agreement.
THE PROMISSORY BUYER further agrees that the full purchase price shall
be payable as follows:


    (a)    A    first    (1st)    payment     in   the    amount    of
    _______________________________________Dollars   (US    $_______),
    representing ten percent (10%) of Purchase Price, shall be paid in
    a Segregated or separated Account to:
                                                                      3
    Account specified in attached Wire Transfer Instruction Form
    interest bearing account by the Promissory Seller, upon PROMISSORY
    BUYER’S execution of this Agreement;

    (b)    A    second    (2nd)    payment    in    the    amount    of
    ________________________________________Dollars    (US   $_______),
    representing ten percent (10%) of Purchase Price which shall be
    paid, by the Promissory Buyer to:
    Account specified in attached Wire Transfer Instruction Form
    in a Segregated Account established by the Promissory Seller, at
    the time the construction starts.


    (c)    A    third    (3rd)    payment     in    the     amount    of
    _______________________________________   Dollars   (US   $_______),
    representing ten percent (10%) of Purchase Price shall be paid, by
    the Promissory Buyer to:
    Account specified in attached Wire Transfer Instruction Form
    in a Segregated Account established by the Promissory Seller, six
    (6) months after the construction starts;

    Deposits may be made by wire transfer and must be made in United
    States dollars.


    (d) A fourth (4th) and final payment in the amount of
    _______________________________________Dollars    (US   $_______),
    representing the balance of Purchase Price (the “Balance”) must be
    paid by either wire transfer at closing or shall be guaranteed, by
    Promissory Purchaser to Promissory Seller, by means of an
    Irrevocable Promissory Letter of Payment, issued by a banking
    institution duly authorized to operate in the Republic of Panama
    and accepted by Promissory Seller, within thirty (30) calendar
    days from the date the Promissory Seller has given notice to
    Promissory Buyer that the occupancy permit has been issued. The
    Promissory Letter of Payment must be valid for at least six (6)
    months starting from the date of its issuance and be payable upon
    the recording of the Public Deed of Sale for Unit.


If THE PROMISSORY BUYER fails to pay any deposit on time, and THE
PROMISSORY SELLER agrees to accept it on a later date (which THE
PROMISSORY SELLER is not obligated to do), THE PROMISSORY BUYER will
pay a late payment charge equal to an interest on such deposit at the
then applicable highest lawful rate from the date due until the date
received and cleared by THE PROMISSORY SELLER.

THE PROMISSORY BUYER understands and agrees that the Purchase Price of
the Unit is not based solely upon the size of the Unit, but is also
based on a number of different factors, including, without limitation,
the location of the Unit within the Project, the floor level of the
Unit within the tower, ceiling heights within the Unit and/or sizes of
terraces and/or any other special appurtenant rights attached to the
Unit.
                                                                       4
THE PROMISSORY BUYER understand that there might be an increased up to
five percent (5%) of the Purchase Price, which will be notify by THE
PROMISSORY SALER the date of the closing, in the case of the increase
in the cost of the steel, cement and premixed concrete or the raise of
the minimum wage for the construction sector motivated or proposed by
the labor unions, from the values officially established by the
builder on the date of the ground breaking.


SIXTH: OTHER COSTS AND FEES.

THE PROMISSORY BUYER understands and agrees that, in addition to the
Purchase Price for the Unit, THE PROMISSORY BUYER must pay certain
other fees, costs or other sums at closing. These include:


     (a)   Initial   Contribution  to   the   Administration Fund  and
           Condominium Common Expenses in an amount of three dollars
           (US$3.00) per square meter monthly allocated assessment for
           the Unit due the Developer as determined at the time of
           closing. These charges will not be credited against regular
           assessments or charges, and shall be payable directly to
           the Developer or its designated Operator and may be used to
           pay any deficits or other sums the Developer or any of its
           affiliates may be required to pay.

     (b)   Reimbursement    to  THE  PROMISSORY   SELLER,  and/or   THE
           PROMISSORY SELLER’S closing agents, for charges incurred in
           connection with coordinating closing with THE PROMISSORY
           BUYER    and/or THE PROMISSORY BUYER’S lender, including,
           without limitation, charges for messenger expenses, long
           distance     telephone   calls,    photocopying    expenses,
           telecopying charges and others.       The amount of these
           charges is now unknown.

     (c)   The late funding charges provided for elsewhere in this
           Agreement. The amount of any such charges is now unknown.

PARAGRAPH: Current expenses of the Unit (for example, taxes and
governmental assessments, rents, levies and/or use fees, current
monthly assessments of the Assembly of Owners of the Condominium,
current monthly charges of the Condominium Common Expenses and any
interim service fees imposed by governmental authority) will be
prorated between THE PROMISSORY BUYER and THE PROMISSORY SELLER as of
the date of closing.   Additionally, at closing, THE PROMISSORY BUYER
shall be obligated to prepay the next month’s maintenance assessment
of the Assembly of Owners of the Condominium.   These prepayments are
in addition to THE PROMISSORY BUYER’S obligation to pay the initial
Contribution to the Administration Fund and Condominium Common
Expenses, as described above.

In making a decision to acquire the Unit, THE PROMISSORY BUYER should
factor the potential increases in the Estimated Budget for the Hotel
Condominium Operation that may occur prior to closing, and after (and
                                                                      5
the resultant increases in the assessment amounts). THE PROMISSORY
SELLER (prior to creation of the Condominium, and thereafter the
Operator, as to the Condominium budget) reserves the right to make
changes in the Budget at any time to cover increases or decreases in
actual expenses or in estimates (and THE PROMISSORY BUYER agrees to
accept any change in assessment amounts that may result from such
changes in the Budget). It is intended that THE PROMISSORY SELLER, as
the Initial Unit Owner upon the incorporation of the Condominium, will
elect not to provide any extraordinary cost for the initial year of
the Condominium.



SEVENTH: THE COMPLETION DATE

THE PROMISSORY SELLER represents that it will cause the following
events to occur in an approximate term of twenty four (24) months
counted as of the date of the beginning of the construction (when the
ground breaking occurs), hereinafter called the “COMPLETION DATE”.

1. The completion of the construction of the Project in accordance
with the plans and specifications therefore;

2. The issuance of an occupancy permit for THE UNIT, as that term is
hereinafter defined, and for the Project.

3. To obtain the approval of a Resolution by the Horizontal Property
Department of the Ministry of Housing and its registration at the
Public Registry confirming that the Project has been incorporated into
the Horizontal Property Regime.

4. Providing of notice, hereinafter “THE COMPLETION NOTICE,” by THE
PROMISSORY SELLER to THE PROMISSORY BUYER confirming that the events
specified in paragraphs 1, 2 and 3 have occurred.

The above events are hereinafter referred to as “THE CRITICAL EVENTS.”
In the event that the construction referred to in subsection 1, above,
is delayed by force majeure or acts of God, THE COMPLETION DATE shall
be extended by a period equal to the period or periods of such delay.
If THE COMPLETION DATE be so extended, THE PROMISSORY SELLER shall
notify THE PROMISSORY BUYER of the new COMPLETION DATE.


EIGHT: MORTGAGE

This Agreement and the PROMISSORY BUYER’S obligations under this
Agreement to purchase the Unit will not depend on whether or not THE
PROMISSORY BUYER qualifies for or obtains a mortgage from any lender.
THE PROMISSORY BUYER will be solely responsible for making THE
PROMISSORY BUYER’S own financial arrangements. THE PROMISSORY SELLER
agrees, however, to cooperate with any lender. THE PROMISSORY BUYER
chooses and to coordinate closing with such lender, if, but only if,
such lender meets THE PROMISSORY SELLER’S closing schedule and pays
THE PROMISSORY SELLER the proceeds of its mortgage at closing.
                                                                     6
Notwithstanding any cooperation provided by THE PROMISSORY SELLER,
shall be deemed to qualify or otherwise conditioned THE PROMISSORY
BUYER’S obligation to close “all cash” at closing or by means of the
delivery of an Irrevocable Promissory Letter of Payment as stated on
article eighth.


NINETH: CLOSING DATE

The execution of the Notarial Instrument for the Deed of Sale,
hereinafter referred to as the CLOSING DATE, shall take place at the
Notary office or THE PROMISSORY SELLER’S office or attorney office,
and shall occur no later than thirty (30) days after THE PROMISSORY
SELLER has provided THE PROMISSORY BUYER the completion notice or
occupancy permit, which ever is first. The parties are obliged to sign
and deliver to one another and to all other proper parties the
documents that each of them is respectively required to deliver in
order to effectuate the filing and recording of the Notary Deed at the
Public Registrar Office within the aforesaid period of time. However,
THE PROMISSORY BUYER acknowledges and agrees that this estimate time
is given to THE PROMISSORY BUYER for convenience only and is subject
to change from time to time by THE PROMISSORY SELLER for any reason
and without creating any liability of THE PROMISSORY SELLER to THE
PROMISSORY BUYER.      THE PROMISSORY BUYER understands that THE
PROMISSORY SELLER has the right to schedule the exact date, time and
place for closing on not less than thirty (30) days prior written
notice to THE PROMISSORY BUYER.

If THE PROMISSORY SELLER agrees in writing to reschedule closing at
THE PROMISSORY BUYER’S request, or if THE PROMISSORY BUYER is a
corporation or other entity and THE PROMISSORY BUYER fails to produce
the necessary documentation that THE PROMISSORY SELLER has requested
and, as a result, closing is delayed, or if closing is delayed for any
other reason (except for a delay desired, requested or caused by THE
PROMISSORY SELLER), it shall not be construed as a modification of
this Agreement, or as a waiver of its right to perfect performance
thereof. THE PROMISSORY BUYER understands that THE PROMISSORY SELLER
is not obliged to reschedule or to permit a delay in closing at THE
PROMISSORY BUYER’S request.

THE PROMISSORY BUYER understands and agrees that at the time of
closing, operations from the Hotel and/or the Commercial Units are not
intended to be open.     As such, resort operations and/or food and
beverage venues (which are contemplated, without creating any
obligation, to be operated from the Commercial Units) are not intended
to be open and/or operational.     The opening of operations from the
Hotel and/or the Commercial Units will be within the sole discretion
of the Developer or Operator of the Resort and Commercial Unit Owners.

TENTH: THE PROMISSORY BUYER OBLIGATIONS.

THE PROMISSORY BUYER agrees:



                                                                     7
1. To accept and comply with the Condominium Regulations, as well as
to comply and adjust to the obligations and restrictions imposed by
said Regulation, as it may be amended from time to time, as well as
the provisions thereof relating to maintenance payments and the
restriction of the use of common areas once approved and recorded at
the Public Registry.

2. To comply with each of the rules, provisions, agreements, governing
or regulating the Operation of the Hotel and Resort Condominium.

3. To duly pay an initial contribution to the Administration Fund and
Condominium Common Expenses, as determined at the time of closing.

4. To pay monthly the administration and maintenance fees (Common
Expenses) that may be established for the Hotel and Resort Condominium
that may be named UNICORN HOTEL & RESORT.     These fees will be paid
from the date that the Notarial Deed is recorded at the Public
Registry.

5. To accept that the period of liability of THE PROMISSORY SELLER for
damages or construction defects will be for one (1) year only,
counting from the date of issuance of the Occupancy Permit.

6. To accept the existence of a Hotel and Resort Condominium Operation
and Management, under the name of GUARANTEE PROPERTY MANAGEMENT INC,
designated by THE PROMISSORY SELLER and its terms, conditions and
validity.


ELEVENTH: THE PROMISSORY SELLER RIGHTS

1. Presale Contingency. Notwithstanding any other contrary provision
of this Agreement, THE PROMISSORY SELLER shall have the right to
terminate this Agreement and cause THE PROMISSORY BUYER’S deposits to
be refunded in the event that THE PROMISSORY SELLER decides not to go
ahead with the construction of the building.     THE PROMISSORY SELLER
must, however, notify THE PROMISSORY BUYER of such termination within
one hundred eighty (180) days from the date on which the first
purchaser of a unit in the Condominium executes a binding agreement
for such unit, otherwise THE PROMISSORY SELLER will be required to
create the Condominium and complete the Unit and otherwise proceed to
perform its obligations under this Agreement.    The foregoing presale
contingency is a provision solely for the benefit of THE PROMISSORY
SELLER, and may be waived by THE PROMISSORY SELLER. Accordingly, THE
PROMISSORY SELLER may elect to proceed with the Condominium and to
remain bound by the terms of this Agreement, whether or not the stated
presales threshold has been met.    In the event that THE PROMISSORY
SELLER does elect to proceed without having met the threshold, THE
PROMISSORY BUYER will have no right to object thereto and shall remain
bound by the terms of this Agreement. This paragraph shall not delay
the effectiveness of this Agreement, which shall be immediate, but,
rather, shall be deemed a “condition subsequent” to this Agreement.
In the event of THE PROMISSORY SELLER’S termination of this Agreement
pursuant to this paragraph, upon such termination and the return of
                                                                     8
THE PROMISSORY BUYER’S deposits, plus the banking interest rate
applicable in Panama for saving account, THE PROMISSORY SELLER and THE
PROMISSORY BUYER will be fully relieved and released from all
obligations and liabilities under and in connection with this
Agreement.

2. Use of the Condominium Property by THE PROMISSORY SELLER. As long
as THE PROMISSORY SELLER owns a Unit or Units and is offering same for
sale in the ordinary course of business, it and its agents are hereby
given full right and authority to place and maintain on, in and about
the Condominium Property and/or the        (excluding the Unit after
closing) model units, sales and leasing offices, administrative
offices, signs and lighting related to renovations or sales promotion
purposes, for such period of time, at such locations and in such forms
as shall be determined by THE PROMISSORY SELLER in its sole and
absolute discretion. THE PROMISSORY SELLER, its employees, agents
contractors and prospective other promissory buyers are also hereby
given, for renovation and sales promotion purposes, the right of entry
upon, ingress to, egress from and other use of the Condominium
Property, and the right to restrict and regulate access to the Common
Elements, subject to THE PROMISSORY BUYER’S reasonable access to and
from the Unit after closing. THE PROMISSORY SELLER'S salespeople can
show units, the Common Elements, erect advertising signs and do
whatever else is necessary in THE PROMISSORY SELLER'S opinion to help
sell, resell, finance or lease Units, or renovate and manage the
Condominium Property, or to provide management and administration
and/or financial services, but THE PROMISSORY SELLER’S use of said
properties must be reasonable, in THE PROMISSORY SELLER’S opinion, and
cannot unreasonably interfere, in THE PROMISSORY SELLER’S opinion,
with THE PROMISSORY BUYER’S use and enjoyment of the Unit.        This
paragraph will survive (continue to be effective after) closing.

TWELVETH: CLOSING EXPENSES
The notary costs for protocolizing and the costs for filing and
recording at the Public Registry THE PURCHASE AND SALE DEED (which may
include mortgage) shall be paid by THE PROMISSORY BUYER. THE
PROMISSORY SELLER shall submit good standing certificates of current
payment from IDAAN and property tax and the two per cent (2%)
exclusion for the payment of transfer tax on real estate form, in
connection to the recording of the Deed.

Nevertheless, each party shall pay its own attorneys’ fees in relation
with the negotiation of this Agreement, unless agreement to the
contrary.


THIRTEENTH: RIGHT AND LIMITATION TO ASSIGN THE RIGHTS

THE PROMISSORY SELLER may assign, transfer or otherwise dispose of its
rights and obligations under THIS AGREEMENT without the prior consent
of THE PROMISSORY BUYER and with the sole obligation of giving written
notice to THE PROMISSORY BUYER thereof.



                                                                     9
THE PROMISSORY BUYER may only assign its rights and obligations under
THIS AGREEMENT to another party with the prior written consent of THE
PROMISSORY SELLER. In the event that THE PROMISSORY SELLER consents
the assignment it will be conditioned to a five per cent (5%)
commission payment of the increased price for the sale price stated in
THIS AGREEMENT. Notwithstanding the foregoing, THIS AGREEMENT can not
be assigned for a lower price than the one set forth in THIS AGREEMENT
and such new price must be previously approved by THE PROMISSORY
SELLER.

Any such assignee according to what has been enunciated, must fully
assume all rights and obligations provided herein and a copy of the
instrument whereby such assignment was made must be given to THE
PROMISSORY SELLER or a person assigned by him.

PARAGRAPH: THE PROMISSORY BUYER will be exonerated of the payment of
the five percent (5%) commission as it is established in this Article,
if THE PROMISSORY SELLER considers that the evidence received confirms
that THE PROMISSORY BUYER is part of the trust or corporation or
shareholder of the corporation or part of the Foundation of Private
Interest to whose name THE PROMISSORY BUYER wishes to assign its
rights under this Agreement for the execution of THE NOTARIAL DEED OF
PURCHASE.


FOURTEENTH: REAL ESTATE COMPANY

THE PROMISSORY BUYER agrees and accepts that THE PROMISSORY SELLER
will be entitled to designate a Real Estate Company that will have the
exclusivity of Property Management and sales and re-sales of
properties within the Condominium that may be named UNICORN HOTEL &
RESORT, and that a commission fee of 5% will be charged for these
services which may be amended as decided by the Real Estate Company.
Once the commission has been increased the Real Estate Company needs
to notify the parties.


THE PROMMISSORY BUYER declares and accepts that in view of the
aforesaid, in the event he wishes to sell his property, he shall use
the Real Estate Company assigned to fulfill the transaction. For this
service he must pay the commission fee established or such commission
notified by the related Company.


FIFTEENTH: ADRRESSES FOR NOTIFICATION

The parties shall receive notices at the following addresses:

If to THE PROMISSORY BUYER:
Address:      ________________________________________________,
Attention to: ___________________________________________,
Telephone:    _____________________________,
Fax:          _________________________,
E-MAIL:       _________________________.
                                                                    10
If to THE PROMISSORY SELLER:
UHR DEVELOPMENT, INC.
E-mail: corporate@unicornpanama.com
Panama Office:
Mailing address: PO Box 0830-01372, Panama, Republic of Panama
Office address: Calle 61A y Ave. Samuel Lewis, No. 34, Urbanización
Obarrio
Tel: Int’l + (786) 863-8858 Local + (507) 393-3329
Miami Office:
Address: 3380 McDonald Street Miami, FL 33133
Tel: 305-448-8418


PARAGRAPH: Notices shall be personally delivered or sent by a courier
service, such as Federal Express or DHL, with the fees of the courier
service prepaid and with the signature of the person to whose
attention the notice was required to be sent being required. Notice
shall be deemed to have been given on the business day after such
notice was received by the person (or in the case of THE PROMISSORY
SELLER, one of such persons). If notice is personally delivered, the
recipient (who shall be the person or in the case of THE PROMISSORY
SELLER, one of such persons) to whose attention it is required to be
sent, shall sign a receipt, which shall be conclusive as to delivery;
if notice is sent by courier service, the courier service’s proof of
delivery, indicating that such recipient signed for the envelope or
package containing, shall be conclusive. Copies of notices shall be
transmitted by fax or e-mail at the respectively applicable telephone
numbers or e-mail addresses, but such transmission shall not be the
notice required by this Article, nor shall failure to comply with the
requirements of this sentence constitute a defect in the giving of
notice. Each party may by notice change the address at which notice is
to be given to it.


SIXTEENTH: IMPERFECT PERFORMANCE

The parties agree that if either of them shall permit on one or more
occasions,   imperfect  performance   by  the   other   party of  its
obligations, does not insist in the compliance of said obligations or
does not timely exercise its legal rights, it shall not be construed
as a modification of THIS AGREEMENT, or as a waiver of its right to
perfect performance of that or any other obligation or a waiver of
such damages as may arise from such imperfect performance.


SEVENTEENTH: THIS AGREEMENT may be terminated as follows:

  1. THE PROMISSORY SELLER may terminate THIS AGREEMENT:

  a. In the event of the unexcused default of THE PROMISSORY BUYER in
     the performance of any of its obligations, including, without
     limitation, making scheduled deposits and other payments or his
     failure to sign the Notarial Instrument as THE DEED OF PURCHASE
                                                                    11
   AND SALE and execute within a period of fifteen (15) working
   days after been notify that the document is ready or to deliver
   the documents that are necessary for its filing and recording
   (within the mentioned period of time), as and when required by
   the provisions of THIS AGREEMENT;
b. In the event that THE PROMISSORY BUYER attempts against the
   security or the personal integrity of THE PROMISSORY SELLER, its
   representatives and/or agents; and
c. In the event that there are proofs that THE PROMISSORY BUYER
   attempts against the security or personal integrity of other
   owners or occupants within the Condominium;

FIRST PARAGRAPH: In the event that THE PROMISSORY SELLER terminates
this Agreement under sub clauses b or c, it shall refund all
payments made by THE PROMISSORY BUYER under this Agreement within
thirty (30) days after the notification of such termination without
the banking interest rate applicable in Panama for saving account.
If THE PROMISSORY BUYER disputes such termination, the obligation to
make such refund shall be suspended until the dispute is resolved.

SECOND PARAGRAPH: THE PROMISSORY SELLER shall give THE PROMISSORY
BUYER notice of any default on their part under clause (a) and THE
PROMISSORY BUYER shall cure such default within ten (10) working
days after notice thereof.

THIRD PARAGRAPH: In the event that the default has not been cured
by THE PROMISSORY BUYER    as provided above, THE PROMISSORY SELLER
shall have the right i) to terminate this agreement without giving
THE PROMISSORY BUYER any prior or (subsequent) notification or
opportunity; dispose of THE UNIT in any lawful manner chosen by THE
PROMISSORY SELLER and shall have no further liability to THE
PROMISSORY BUYER except as provided in the next sentence; and shall
have, the legal right to retain all funds paid by THE PROMISSORY
BUYER to that date as full indemnification for damages suffered, for
taken THE UNIT off the market for THE PROMISSORY BUYER and for a
particular period of time, spending money on sales, advertising,
promotion and renovation and for having incurred in other costs
incident to this sale, without having to act under process of Law.
Nevertheless, THE PROMISSORY SELLER shall not have the right to
retain THE BALANCE or any portion thereof and shall return it to THE
PROMISSORY BUYER within one hundred twenty (120) working days; or
ii) to enforce this agreement in accordance with its terms.

2. THE PROMISSORY   BUYER   may   terminate   THIS   AGREEMENT   in   the
following events:

a. The unexcused default of THE PROMISSORY SELLER in the performance
of any of its obligations, including without limitation, its failure
to sign the Notarial Instrument for THE NOTARIAL DEED or to deliver
the documents that are necessary for its recording, as and when
required by the provisions of THIS AGREEMENT within fifteen (15)
working days after having notify of THE PROMISSORY BUYER.


                                                                       12
  b. The failure of THE CRITICAL EVENTS to have occurred within thirty
  (30) months counted as of the date of the beginning of the
  construction, even though THE PROMISSORY SELLER is then entitled to
  the benefit of the provisions of (i) article THIRD respecting acts
  of God and force majeure or (ii) the paragraph of this article
  TWENTY relating to the curing of defaults; and

  c. In the event of the inaccuracy or untruth of any of the
  representations and warranties of THE PROMISSORY SELLER, unless made
  accidentally or unknowingly.


  FIRST PARAGRAPH: THE PROMISSORY BUYER shall give THE PROMISSORY
  SELLER notice thereof of any default on its part and THE PROMISSORY
  SELLER may cure such default within thirty (30) working days after
  receiving notice thereof. In the event that such default cannot be
  cured within thirty (30) working days after receiving notice
  thereof, THE PROMISSORY SELLER shall have such additional time as
  shall be required to cure such default, provided that it acts with
  diligence in such cure.

  SECOND PARAGRAPH: In the event that the default has not been cured
  by THE PROMISSORY SELLER as provided above, THE PROMISSORY BUYER
  shall have the right either to terminate THIS AGREEMENT, in which
  case, THE PROMISSORY SELLER shall return all amounts paid to that
  date by or on behalf THE PROMISSORY BUYER, or to enforce THIS
  AGREEMENT in accordance with its terms.

3. Either party may terminate THIS AGREEMENT upon:

  a. The attachment, seizure, “embargo”, sequestration or similar
  event with respect to the properties or assets of the other party to
  the extent that it cannot perform its obligations under THIS
  AGREEMENT;

  b. The bankruptcy or receivership of the other party and the
  continuance thereof for more than thirty (30) days without being
  bonded, discharged or stayed, unless such bankruptcy or receivership
  is voluntary, in which case, THIS AGREEMENT may be immediately
  terminated. A party who is, or whose property is, the subject of any
  of the events specified in this subsection shall immediately give
  the other party notice thereof.

  FIRST PARAGRAPH: Neither party may exercise the respective remedies
  that it is otherwise entitled to exercise under this Article
  SEVENTEENTH, unless at the time it has performed all of the
  obligations then required by THIS AGREEMENT to have been performed
  by it.

  SECOND PARAGRAPH: In the event that THE PROMISSORY SELLER terminate
  THIS AGREEMENT under paragraphs a and/or b of this Article, it shall
  have right: i) to terminate THIS AGREEMENT, to disposed of THE UNIT
  in any Legal manner chosen by THE PROMISSORY SELLER and shall have
  no further responsibility with THE PROMISSORY BUYER than the one
                                                                    13
  established in the next sentence; and shall have the right to retain
  all the funds paid by THE PROMISSORY BUYER until that moment as a
  compensation for the damages suffered, for taken THE UNIT off the
  market for THE PROMISSORY BUYER and for a particular period of time,
  spending money on sales, advertising, promotion and renovation and
  for having incurred in other costs incident to this sale, without
  having to act under process of Law in order to obtain judicial
  declaration. However, THE PROMISSORY SELLER shall not have right to
  retain all or any part of THE BALANCE and shall return it to THE
  PROMISSORY BUYER within the following fifteen (15) working days.


  THIRD PARAGRAPH: In the event that THE PROMISSORY BUYER terminates
  this agreement under paragraphs a of this Article, shall have only
  the right to receive the reimbursement from THE PROMISSORY SELLER,
  of the payments made to that day, plus the banking interest rate
  applicable in Panama for saving account, not including the costs
  incurred by THE PROMISSORY SELLER, as sale commission fees, and
  legal fees within the next thirty (30) working days. THE PROMISSORY
  BUYER resign to claim any additional payment concerning to interests
  or compensation and any claim or demand for this cause.


EIGHTEENTH:

THE PROMISSORY SELLER agrees to cooperate in providing required
information to prospective mortgagees and insurers, in the event that
THE PROMISSORY BUYER elects to obtain a mortgage or title property,
insurance or other in connection with the acquisition of THE UNIT
under THIS AGREEMENT.


NINETEENTH: ARBITRATION

The parties agree that THIS AGREEMENT shall be governed by the Law of
the Republic of Panama and in the event that any controversy arises
from    THIS   AGREEMENT,    including,    without   limitation,  the
interpretation, application, performance or termination thereof, it
will be resolved by way of arbitration, after conciliation or
mediation before the Conciliation and Arbitration Center of the
Chamber of Commerce, Industry and Agriculture of Panama, and in
accordance with its rules and procedures. The arbitration shall be
conducted in the Spanish language unless the parties hereto shall
otherwise agree in writing. In the event that the arbitration is
conducted in the English language THE PROMISSORY BUYER will pay the
incremental fees for the conduction in English and the translation
costs. THE PROMISSORY BUYER waives its domicile, in accordance with
article 81 of the Civil Code of the Republic of Panama.

In addition, in the event of any arbitration between the parties under
this Agreement:    (i) the parties shall and hereby submit to the
jurisdiction of Panama, Republic of Panama. This paragraph will
survive (continue to be effective after) any termination of this

                                                                    14
Agreement,   but   shall   otherwise    be   deemed   merged   into   the   deed   at
closing.

TWENTY: The parties acknowledge and accept            that THIS AGREEMENT has
been initially drafted in the Spanish                 language and that the
translation   provided  was   elaborated  by           the  authorized  Public
translator Ricardo Eskildsen M. with license          No. 399 of 1978 only for
informational purposes and for the benefit             of the English speaker
promissory buyers of UNICORN HOTEL & RESORT.


TWENTY-FIRST: REPRESENTATIONS AND CONFIRMATIONS.

THE PROMISSORY BUYER further represents and warrants to THE PROMISSORY
SELLER that THE PROMISSORY BUYER is entering into this Agreement with
the full intention of complying with each and every of the obligations
hereunder, including, without limitation, the obligation to close on
the purchase of the Unit. Neither THE PROMISSORY SELLER, nor anyone
working by, through or under THE PROMISSORY SELLER, has made any
statement or suggestion that THE PROMISSORY BUYER would not be
obligated to fully comply with the terms of this Agreement and to
close on the purchase of the Unit.

TWENTY-SECOND: The parties accept each and every one of the terms and
conditions of THIS AGREEMENT.

IN WITNESS WHEREOF, THIS AGREEMENT has been signed on the day of _____
the month of_______________ 2008.


THE PROMISSORY SELLER                  THE PROMISSORY BUYER

_______________________            _______________________________
UHR DEVELOPMENT, INC.              (Name    of   the    promissory           buyer)
Name: ______________               Name: ______________
                                   Passport No. ___________




                                                                                   15

								
To top