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AGREEMENT FOR SALE

DATED 201…..

BETWEEN

MITIMOJA INVESTMENTS LIMITED
(AS THE “VENDOR”)

AND

CAPE SUPPLIERS LIMITED
(AS THE “PURCHASER”)

RELATING TO THE SALE OF

APARTMENT NUMBERS A11 AND B4
ERECTED ON TITLE NUMBER KIAMBAA/RUAKA/3260
(AS THE “THE PREMISES”)

Drawn by

Sichangi Partners Advocates
Nairobi Office
No: 31/33 Muthithi Road Westlands
P.O. Box 33223- 00600
Nairobi- Kenya
conveyance@sichangi.com
www.sichangi.com
(Ref: CCTT/13435/19/16/C)

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incorporated under the Companies Act .Nairobi (hereinafter called the ‘‘Purchaser’’ which expression shall. The aforesaid land together with all improvements and fixtures are together known as the Estate. MITIMOJA INVESTMENTS LIMITED..093) hectares or thereabouts. (E) A management company called Roselyn View Apartments Management Company has been incorporated for purposes of managing and maintaining the estate and each Purchaser will simultaneously with the execution of the Lease apply for membership and shareholding of one (1) share in the Management Company. a limited liability company. WHEREAS: (A) The Vendor is registered as the absolute proprietor of ALL THAT Land situate in Kiambu known as Kiambaa/Ruaka/3260 containing by measurement zero decimal nought nine three (0. where the context so requires.201……………… BETWEEN: 1. (F) The Vendor has agreed to sell and the Purchaser has agreed to purchase all that property known as Apartment Numbers A11 and B4 which are more particularly described and delineated on the floor and building plans available on the site (hereinafter known as ‘‘the Premises’’) TOGETHER with the right to use the entrance ways and other pathways. a limited liability company.THIS AGREEMENT is made on the………………day of …………………………. (B) The Vendor has undertaken the construction of a total of twenty seven (27) residential units comprising of two and three bedroom apartments and bedsitters together with the usual amenities and improvements as more particularly shown on the respective plans available on the site for inspection. (Cap 486 of the Laws of Kenya) with certificate of registration number C. where the context so requires. 2 . Nairobi (hereinafter called the “Vendor” which expression shall. include the Purchaser’s successors in title and permitted assigns) of the other part. CAPE SUPPLIERS LIMITED. (D) The Vendor has agreed to grant the Lease (as hereinafter defined) to the Purchaser and the Purchaser has agreed with the Vendor to take up the Lease upon the terms and conditions hereinafter contained.with certificate of registration number ………………………… and for purposes hereof of Post Office Box Number 27705-00506.113130 and for the purposes hereof of Post Office Box Number 27705-00506. (C) The Vendor has applied for and obtained relevant approvals to facilitate the change of user over the land to residential/multi dwelling purposes from the Government of Kenya and the County Government of Kiambu. include the Vendor’s successors in title and assigns) of the one part. incorporated under the Companies Act. and 2. and the said membership and shareholding shall remain an inseparable portion of every Lease granted in the Estate.

(G) The purpose of this Agreement is to (inter alia) record the agreements reached between the Vendor and the Purchaser in relation to the purchase of the Sale Property.9 “Land“ means ALL THAT piece of land situate in Kiambu known as Kiambaa/Ruaka/3260 containing by measurement zero decimal nought nine three (0.1.1.1.1.1 In this Agreement (including the recitals hereto) except where the context otherwise requires the following words and expressions shall have the following meanings: 1. the lawful currency of the Republic of Kenya. The Approved Documents as of the date hereof are contained in Fourth Schedule hereto. replacing or adding to the same with the approval of the Vendor) as the same may be revised by the Vendor from time to time as provided herein. 1. 1.1 “Approved Documents” means the plans showing the proposed Development prepared by the Architect (and “Approved Documents” shall include any further Approved Documents supplementing.2 “Architect” means such person as the Vendor may from time to time appoint under the Building Contract to supervise and oversee the construction and completion of the Premises and the Estate infrastructure. 1. 1.1. Practical Completion has been achieved.1. NOW IT IS HEREBY AGREED as follows: 1.093) hectares or thereabouts.5 “Business Day” means any day (other than Saturday. 1.8 “K.1. DEFINITIONS AND INTERPRETATION 1.Shs. 1. parking spaces and the gardens and other common conveniences and upon the terms and conditions hereinafter appearing.4 “Buildings” means the twenty seven (27) residential units comprising of two and three bedroom apartments and bedsitters together with the usual amenities and improvements as more particularly identified in the Approved Documents which shall form part of the Development. 3 . payment of the Lease Premium and grant of the Lease.7 “Drawings” means the drawings in respect of the Premises in the agreed form the said drawings being contained in the Third Schedule hereto (and the “Drawings” includes any revision of the Drawings in accordance with the provisions of this Agreement).6 “Development” means the Vendor’s residential apartments development on the Land to be known as “Roselyn View Apartments” comprising not more than twenty seven (27) residential apartments together with related amenities and facilities.1. 1. Sunday or gazetted public holiday in Kenya) on which banking institutions in Kenya are generally open for the conduct of banking business. 1.” means Kenya Shillings.1.3 ‘‘Architect’s Certificate’’ means a Certificate issued by the Architect to the effect that in the opinion of the Architect.

13 “Premises” means Apartment Number A11 and B4 which the Purchaser is purchasing in the Development as further identified in paragraph seven (7) of the First Schedule and shown for identification purposes only shaded on the Drawings subject to and in accordance with all matters contained or referred to in the Lease.10 “Lease” means the long term lease over the Premises to be granted by the Vendor to the Purchaser for the term of ninety nine (99) years with effect from 1st September.3 the expression “person” shall include any legal or natural person. orders. Sections and the Schedules shall be construed as references to sub- clauses. clauses and sections of and the schedules to this Agreement.1. 1. 1. directions or other matters affecting the Land.5 the “Vendor” shall include any person to whom the Vendor's interest in the Land (or any part thereof) is transferred or assigned. regulations.2. demands.11 “Lease Completion Date” means the date falling fifteen (15) Business Days after the Practical Completion Date. unless the context otherwise requires. Sichangi Partners Advocates. requirements. 5. 1. 1. agreements.16 “Vendor's Advocates” means Messrs.clauses.O Box 33223-00600.14 “Restrictions” means all notices. 1. reference to: 1.2 In this Agreement (including the recitals hereto).2.1.2.2.4 any statute or any provision of any statute shall be deemed to refer to any statutory modification or re-enactment thereof and to any statutory instrument. trust company. proposals. Muthithi Road Westlands P. the Buildings or the Premises or their use served or made by any local or other competent authority arising under any statute or any regulation or order made under any statute or lawful regulation or edict having the force of law.1. resolutions.1.2 sub.1.12 “Lease Premium” means the sum payable in accordance with the provisions of clause 3. 2015 (now past) less the last seven (7) days thereof the said lease being substantially in the Vendor’s standard form.1 words denoting the singular number only shall include the plural number also and vice versa and words importing the masculine gender includes the feminine gender and neuter and vice versa.1.2. 1. joint venture. 1. 1. partnership. 1. Number 31/33.1. restrictions.000/-) being the value of One (1) share in the Management Company payable by the Purchaser to the Vendor. agency. 4 . clauses. government or local authority department or other body (whether corporate or unincorporate). 1. order or regulation made thereunder or under any such re-enactment.1. 1.15 “Share Price” means the sum of Kenya Shillings One Hundred (KShs.

5 If the Purchaser is at any time more than one person their obligations shall be joint and several.3 Headings to Sections are for convenience only and shall not affect the construction or interpretation of this Agreement. THE VENDOR'S WORKS 2. notwithstanding that they are contained in a definition. Accordingly. neither this Agreement nor any of the provisions thereof shall be construed strictly against any of the parties.2. 1.1 The Vendor has by its contractors carried out the construction of the Development substantially in accordance with the Approved Documents. 1.2.6 indemnifying any person against any circumstance includes indemnifying and keeping him harmless from all actions.6 For the purposes of this Agreement. 1.8 The parties acknowledge and agree that this Agreement has been jointly negotiated and drafted by all of the parties to it and that it is intended to benefit all of the parties equally.7 The recitals form an integral part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement shall include the recitals. amended or varied from time to time in accordance with the terms thereof and (if applicable) hereof. and 1. 1.4 In this Agreement any reference to any document (including this Agreement) means that document as is supplemented.8 a “party” or to “parties” shall mean a party or the parties to this Agreement. 1.5 The Vendor will (as between the Vendor and the Purchaser) ensure that there are remedied and put right within a reasonable time any material defects in the Premises (other than those relating to works undertaken by the Purchaser in fitting out the Premises and other than those defects which shall arise from normal shrinkage and drying out of plaster and/or timber or which shall comprise deterioration of decoration occasioned by ordinary wear and tear) which shall appear within a period of six (6) months from the Practical 5 . claims and proceedings from time to time made against that person and all loss or damage and all payments. costs and expenses made or incurred by that person as a consequence of or which would not have arisen but for that circumstance. 2. such rights and obligations shall be given effect to and shall be enforceable.1. 2. if a definition imposes substantive rights on a party to this Agreement. 1.2. 1.7 a document “in the agreed terms” or in “agreed form” shall mean in the form agreed by or on behalf of the parties and initialed by or on their behalf.

4 The Purchaser shall pay the fees and costs of the Vendor’s Advocates in connection with the creation and drawing of the agreement for lease. The Vendor’s Advocate shall attend to the registration of the Lease. The Vendor’s Advocates are hereby authorized by the Vendor and the Purchaser to complete any blanks in the Lease and including without limitation. Completion Date and of which notification in writing shall have been given by the Purchaser to the Vendor within the said period of six (6) months and which shall be defects of such nature as the Vendor is entitled to require its building contractor under the Vendor’s building contract to remedy or put right provided that the Vendor shall only be bound to remedy those material defects notified to it in writing by the Purchaser no later than within six (6) months from the Practical Completion Date. The Purchaser acknowledges that the Initial Provisional Service Charge (as defined in the Lease) would be. GRANT OF THE LEASE 3. covenants and conditions contained in the Lease and the Purchaser shall execute three (3) counterparts of the Lease. 3. but will by the time of the grant of the Lease have increased at least in line with inflation (as measured by the Consumer Prices Index). The full amount of the aforesaid fees and costs shall be paid by the Purchaser to the Vendor’s Advocates on or before the execution of this Agreement while all stamp duties (as shall be assessed by the Collector of Stamp Duty on the sale of the Premises) and registration costs in connection with the Lease and all other applicable disbursements in connection with the creation and registration of the Lease shall be paid by the Purchaser to the Vendor’s Advocate on the Lease Completion Date.6 The Purchaser shall not be entitled to possession of the Premises until all payment obligations of the Purchaser hereunder have been satisfied in full. the Buildings or the Premises as at the Lease Completion Date.6 Notwithstanding the grant of the Lease the contractor shall have the right with servants. workmen and independent contractors and their plant. 6 . 3. 3. agents.2 The Lease shall be completed at the offices of the Vendor’s Advocates on the Lease Completion Date.5 The Purchaser acknowledges and agrees that the Premises will be sold subject to all Restrictions affecting the Development. to change the Lease Premium (if such change is required pursuant to the terms of this Agreement for additional works or modifications done pursuant to the provisions of Section 7) and complete the Tenth Schedule to the Lease. if the Lease was granted at the date hereof.5. 3. 3. machinery and materials to enter the Premises upon at least forty-eight (48) hours prior notice (save in cases of emergency when less or no notice may be appropriate) for the purpose of carrying out such works as are referred to in clause 2. the lease and two counterparts of each. 2.1 The Vendor shall grant the Lease for the Lease Premium and the Purchaser shall accept the Lease (without amendment or variation) at the rents and for the term and subject to all the terms. the amount specified in paragraph 6 of the First Schedule.

2 On or before the Completion Date the Vendor shall provide to the Purchaser the following completion documents and the Purchaser shall upon receipt of the said documents release the balance of the Purchase Price being Kshs. 4. 6. 5.1 shall be paid by Real Time Gross Settlement (RTGS) transfer or immediately available funds or in such other manner as the Vendor may from time to time reasonably require.2 the Purchaser shall pay interest at the rate of interest of 6% on the amount due and payable from the due date for payment until payment (together with all accrued interest) in full. 5.000/=.1 The Lease Premium shall be paid by the Purchaser to the Vendor in accordance with clause 1. THE LEASE PREMIUM AND OTHER PAYMENTS 4.800. 4.4 The Purchaser hereby agrees that the agreed rate of interest payable on the Purchaser’s breach of this Agreement represents a fair and reasonable pre-estimate of the loss to be suffered by the Vendor resulting from the Purchaser’s breach.1 or under any other provision hereof on the due date or if any cheque or bank draft taken for or towards the satisfaction of the relevant payment obligation of the Purchaser is not honored upon first presentation: 5. INTEREST ON LATE PAYMENTS 5.3 The Purchaser shall on the Lease Completion Date pay the Initial Provisional Service Charge (as defined in the Lease) in accordance with paragraph 6 of the First Schedule for the aggregate of the period commencing on the Lease Completion Date upto (and including) the first Computing Date (as defined in the Lease) (such period hereinafter called the “Initial Financial Period”) and the next four Financial Period (as defined in the Lease) immediately following Initial Financial Period. 6. 7 . 10.2 of the First Schedule. COMPLETION 6. 6.1 Completion shall take place at the Vendor’s Advocates’ offices.3 the Vendor may (but without prejudice to any other available right or remedy) if payment in cleared funds shall not have been effected within ten (10) days of the due date for payment elect to treat such non-payment as a fundamental breach of the Purchaser’s obligations under this Agreement and the provisions of Section 6 shall apply.3 The undated Instrument of Transfer (in triplicate) duly executed in favour of the Purchaser. such interest to be computed on the basis of a 365 day year and compounded monthly.4.1 If the Purchaser fails to honour the Purchaser’s payment obligations under clause 4. and 5.2 The Purchaser agrees that payments due under clause 4.

6 Rates payment receipts paid up to date from the County Government together with a Valid Rates Clearance Certificate. TERMINATION OF AGREEMENT 7.4 Original Title Deed document in respect of the Property. 7.2: 7. without prejudice to its other rights or remedies. 6.6. The documents listed in clauses 6.1 to 6.3. PIN Certificates and three colour passport size photographs each.3. 6.2 the Vendor shall thereupon be at liberty to proceed to negotiate with any other person to require such other person to purchase the Premises on such terms and conditions as may be agreed between the Vendor and such new purchaser and in the event that such other person shall enter into an agreement with the Vendor (hereinafter referred to as the “New Agreement”) and make all payments due under the New Agreement the Vendor shall subject to sub-clause 7. 7. time being of the essence.3 pay to the Purchaser the amount of payments made on account of the Lease Premium as shall have been paid pursuant to Section 4 (save for the amount specified in paragraph 4 of the First Schedule which shall be forfeited and retained by the Vendor absolutely) after deduction therefrom of all costs.5 Land Rent payment receipts.3. and 6. 7. 6.8 Capital Gains payment acknowledgment receipt. rescind this Agreement by notice in writing to the Purchaser.2 forfeit and retain for the Vendor’s account and benefit any payments made by the Purchaser pursuant to Sections 4 and 5 subject to the amount provided under paragraph 4 of the First Schedule. Land Rent Clearance Certificate paid up to date together with Consent to transfer in favour of the Purchaser.7 Copies of the Vendor’s Directors’ National Identity Cards/Passports. charges and expenses incurred by the Vendor and the Vendor’s Advocates in connection with the negotiation and granting of the rights under the New Agreement and any other sums which may be lawfully due from the Purchaser to the Vendor including interest which shall notwithstanding rescission nevertheless continue to be paid by the Purchaser on the unpaid balance of the Lease Premium at the Agreed Rate 8 .2 On the failure of the Purchaser to comply with the notice the Vendor may.3 If this Agreement is rescinded by the Vendor in accordance with clause 7.3.1 the Vendor shall subject to sub-clause 7.1 Time is of the essence in this Agreement and if the Purchaser shall fail to comply with its obligations under this Agreement including the obligations to pay the Lease Premium (or any part thereof) and interest thereon pursuant to Sections 4 and 5 the Vendor may give the Purchaser notice in writing to comply with its obligations and this notice shall specify the default and require the Purchaser to make good the default within twenty one (21) days. 7.9 (both inclusive) are hereinafter referred to as the “Completion Documents”).

3.3 The certificate of the Architect as to the amount of such cost shall be final and binding on the Purchaser (save in the case of material and manifest error). underlet. of Interest from the date of default in payment until all payments due under the New Agreement shall have been made in full.1 shall include any architects’. 9. claims. 9.3. share. 8.1 The Purchaser shall fully and effectively (on a full and unqualified indemnity basis) indemnify the Vendor from and against all losses.3 if the Vendor shall enter into the New Agreement and incur a loss by reason of diminution of the Lease Premium payable thereunder the Purchaser shall pay to the Vendor as damages the amount of the loss together with the expenses incurred by the Vendor in respect of the New Agreement and together with all other sums payable by the Purchaser pursuant to the provisions of sub-clause 7.3.2 The cost referred to in clause 8.2. expenses.1 The cost of any additional works or modifications to the works which differ in any respect from those shown on the Approved Documents which the Vendor agrees (in its absolute discretion) to carry out at the Purchaser’s request shall be paid for by the Purchaser to the Vendor immediately upon the Vendor agreeing to carrying out the same (provided that such additional works or modifications are internal to the Premises and shall not to any extent alter the external façade of the Buildings).4 The Purchaser acknowledges and admits that it has inspected the Approved Documents and the Drawings as well as the Premises and that it has entered into this Agreement solely on the basis of that inspection and the terms hereof and not in reliance upon any 9 . ADDITIONAL WORKS CARRIED OUT BY THE VENDOR 8. and 7.5 the Vendor shall be entitled to recover by action any amounts found to be due to the Vendor in the event of there being any deficiency. 8.4 if the New Agreement realizes a profit this shall be retained by the Vendor. 9. 7. 8. charge. without the written consent of the Vendor. value added tax and any sum of money properly claimed by any building contractor. demands.2 The Premises will be sold with vacant possession by the Vendor as provided herein. costs. GENERAL PROVISIONS 9. part with or dispose of or otherwise in any way whatsoever dispose of or deal with its interest under this Agreement or any part thereof or any share therein. 7.3 The benefit of this Agreement is personal to the Purchaser and the Purchaser shall not assign.3. 9. quantity surveyors’ and consultants’ fees relating thereto. proceedings and damages arising in any way out of or in connection with any failure by or on behalf of the Purchaser to observe and perform the provisions and obligations contained in this Agreement.

9. 9. 9. 10 .8 No immaterial error or omission or misstatement in this Agreement or in the Approved Documents shall in any way affect the obligations of the parties under this Agreement or entitle any party to damages or compensation.12 The Vendor’s obligations and duties shall be limited to the contractual obligations and duties contained in this Agreement and any claim by the Purchaser against the Vendor in tort is excluded.6 The Purchaser has prior to the execution of this Agreement undertaken its own due diligence on the Vendor’s title to the Land and the Purchaser therefore irrevocably and unconditionally agrees that upon execution of this Agreement.7 The Premises shall be leased subject to the terms and conditions set out or referred to in the Lease and the Purchaser shall raise no objection.10 If any tax in the nature of sales tax shall be chargeable in respect of any moneys payable under this Agreement or in respect of any supplies made by the Vendor to the Purchaser (such as value added tax as defined in the value added tax legislation from time to time in force) the Purchaser shall pay in addition to the amounts otherwise payable the amount of the tax so chargeable. this Agreement shall remain in force with regard to any obligations or restrictions hereunder not provided for in the Lease provided that the Vendor shall not be liable to the Purchaser for any failure on the part of the Vendor to observe and perform the obligations contained in this Agreement to carry out and complete defective works save those in respect of which the Purchaser has given notice to the Vendor as provided in clause 2. 9. counter-claim or deduction.13 The Vendor shall be under no obligation whatsoever for any consequential loss or damage suffered by the Purchaser or any third party by reason of any failure by or on behalf of the Vendor to observe and perform the Vendor’s obligations under this Agreement. requisition or inquiry in respect of such terms and conditions. made by or on behalf of the Vendor. 9. the Purchaser shall assume the right of the Vendor to grant the Lease and shall not require any evidence of or raise any unreasonable objection. 9.5 No damage to or destruction of the Development or the Premises or any part of the Development or the Premises howsoever occasioned shall in any way affect the obligations of the parties under this Agreement. provided always that all monies received from the insurers for such damage or destruction shall be fully applied towards the restoration of the Development or the Premises (as the case may be) or any part thereof. representation whatsoever.5. 9.9 Notwithstanding the execution of the Lease. whether written oral or implied. 9.11 All payments by the Purchaser hereunder or pursuant hereto shall be made without and free from any set-off. requisition or inquiry in respect of the Vendor’s title to the Land or the Development. 9.

any County Government (including but not limited to Local Authority) or any third party whatever. warranties or statements. upon.15 Prior to expiry of the grant in respect of the Land. LAW SOCIETY OF KENYA CONDITIONS OF SALE The Sale is subject to the 2015 Edition of the Law Society Conditions of Sale and shall be deemed incorporated herein in extenso save in so far as the LSK Conditions are not inconsistent with the provisions of this Agreement and the Land Laws or as are varied or excluded by the terms of this Agreement. 2012 that it.9. 9. represents and undertakes to the Purchaser that:- 12. 11. oral or implied.1 Any notice or other communication (hereinafter called a “Notice”) given or made under or in connection with the matters contemplated by this Agreement shall be in writing: In the case of the Vendor. the Vendor shall apply for a renewal of the lease comprised within such grant and. whether written. WARRANTIES The Vendor warrants. and whether made before or after this Agreement are excluded.2 Any Notice to be given or made by one party to the other shall be deemed made five (5) Business Days after posting provided that proof is given that the Notice was properly addressed and put in the post. to: the address specified in paragraph 5 of the First Schedule.1 The Property is not a buffer zone. such renewal being granted. road reserve or public land and its ownership thereof is not subject to any challenge whatsoever from the Government of Kenya.14 This Agreement constitutes the entire agreement between the parties and any representations. Laws of Kenya) and the Land Act. and subject to. 11 . the Vendor shall renew or procure the renewal of the Lease on the terms contained in the Lease but subject to such number of years as may be provided in the renewal of the title to the Land (save for the premium payable under the Lease and subject to the Purchaser paying the costs of renewing this Lease) so as to give the Purchaser the benefit of the renewed term.O. 9. NOTICES 11.16 Each of the parties hereby agrees and confirms for the purposes of the Law of Contract Act (Chapter 23. Box 27705-00506 Nairobi In the case of the Purchaser. 10. 11. has executed this Agreement with the intention to bind itself to the contents hereof. to: Address: MITIMOJA INVESTMENTS LIMITED P. 12.

1.6 The Vendor has to the best of its knowledge disclosed to the Purchaser all material information relating to the Property.1. 13. riots or other act of civil disobedience.1 any Act of God.1. accident.8 any storms.6 any non-performance of its obligations by any third party contracted with by the Vendor in connection with its obligations under this Agreement.7 any act of terror. including without limitation: 13. easements. 13. rebellion. 13.1.2 There is no law or decree or similar enactment binding on him so far as he is aware which would conflict with or prevent her from entering into or performing and observing the terms of this Agreement.4 There is no adverse claim on the Property.4 any judicial actions. industrial disputes or actions of any such nature. and (iii) could not have been prevented by the affected party’s reasonable diligence.1. epidemics or other natural physical disasters.5 any actions or inactions of any government or any agency or subdivision thereof. civil commotion. and 13. 13. strikes. (ii) was not caused or precipitated by such party’s negligence. and 12. rights of way or any other such matters. act of a public enemy or invasions. subsidence. easements or any overriding interest and has no intention of so doing.5 The Vendor has not given any right of way. floods or other inclement weather.2 any war or hostilities (whether war be declared or not). 13.12. lockouts.9 fire. earthquakes. 12 .1 Neither party will be liable in respect of any delay in performing. or failure to adequately perform any of its obligations hereunder (other than the obligations of the parties to make payment to each other in accordance with this Agreement) in consequence of any act. 12. 13. dispute regarding ownership boundary. FORCE MAJEURE 13.1. arbitration or administrative proceedings relating to this Property. 13. 13. 12.7 The Vendor has not received any notice from government or municipal authority or from owners of adjoining properties which remain to be complied with.1. explosion or shortage of labour.1.1.3 The Vendor is not engaged in nor to best of the Vendor’s knowledge threatened by any litigation. 12. failure to perform. 12. cause or event which (i) was not within the control of the affected party.3 any sabotage.

1 above have occurred.1 shall promptly notify the other party (the “Force Majeure Notice”) when such circumstances cause a delay in performance. Any payment obligations arising during the subsistence of the Force Majeure event shall be deemed to be suspended. EXECUTORY AGREEMENT This Agreement is an executory agreement only and shall not operate or be deemed to operate as a lease of the Premises. such affected party undertakes to continue with its performance of obligations under this Agreement immediately the Force Majeure event ceases.13. If such circumstances continue for more than twelve (12) months after the date of the Force Majeure Notice. 13 . 13. either party may terminate the Agreement but without prejudice to any accrued rights either party may have against the other but subject to agreement.1. failure in performance or failure in adequate performance and when they cease so to do. in relation to the Purchaser. 15. SALE SUBJECT TO LAW SOCIETY CONDITIONS OF SALE The sale is subject to the Law Society Conditions of Sale (2015 Edition) and all other applicable laws in so far as they are not inconsistent with the conditions contained in this Agreement.3 The party affected by any of the circumstances referred to in clause 12.2 Notwithstanding the provisions of clause 12. 14. the obligations of the Purchaser to make payment to the Vendor in accordance with the provisions of this Agreement cannot be avoided or vitiated by the Purchaser claiming that any of the events or circumstances referred to in clause 12.

00 Cost of One (1) share in the Management Company 5. Telephone calls and other sundries 3. SCHEDULE OF COSTS Item Cost (K.000.00 Photocopies.000.00 Registration Fees and Disbursements on the Lease 15.000.800.00 Management Company charges 10.00 Total 220.000.Shs.) Stamp Duty – Sub-Lease (4% of Purchase Price or ad TBA valorem value as determined by the Government Valuer Legal Fees .00 Water Deposit 5.As per the ARO Plus VAT @16% 174.000.00 14 .500.00 Electricity Deposit 7.300.

10.1. 000. 000/=) and shall be paid by the Purchaser to the Vendor or as the Vendor may direct as follows: 1. LEASE PREMIUM 1. FIRST SCHEDULE 1.2. The Lease Premium shall be Kenya Shillings twelve million (K.00600 Nairobi. Nairobi.000/=) shall be paid within ninety (90) days after payment of the deposit.Shs.com (Ref: CCTT/13435/19/16/C) THIRD SCHEDULE 15 .O.1. the balance of the Lease Premium being the sum of Kenya Shillings ten million eight hundred thousand (K.000/=) equivalent to ten percent 10% of the purchase price shall be paid on or before the date of execution hereof by the Purchaser.Shs. All payments are payable to: Mitimoja Investments Limited Bank: NIC Bank Limited Branch: NIC House Branch Account Number: 1000425326 2.000/=) representing ten per cent (10%) of the Lease Premium.1. and 1. 200.Shs.1. the sum of Kenya Shillings one million two hundred thousand (K.3.1.000/=) per month payable in accordance with the provisions of Clause 4.12.com www. INITIAL PROVISIONAL SERVICE CHARGE: Kenya Shillings five thousand (K.2. NOTICES The Purchaser’s address: Post Office Box Number 27705-00506. 4. Box 33223.200.1.Shs.2: Kenya Shillings one million two hundred thousand (K.800.Kenya conveyance@sichangi.3 of the Agreement for Lease.sichangi. Drawn By: Sichangi Partners Advocates Nairobi Office No: 31/33 Muthithi Road Westlands P.Shs.5. 1. 3. TERMINATION OF AGREEMENT The amount to be forfeited under clause 6.

DRAWINGS APARTMENT PLAN 16 .