X Noida BBA

BUILDER
BUYER
AGREEMENT
SAMPLE COPY
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AGREEMENT FOR SALE
This Agreement for Sale (the “Agreement”) is executed on this day of , 20
By and Between
Baya Weaver Limited, (CIN No: U70109DL2013PLC258501), a company incorporated under the provisions of the
Companies Act 1956, as the case may be, having its registered office at 119, B-7, LGF, World Trade Centre, Babar
Road, Connaught Place, New Delhi, Pin Code – 110 001 and its corporate office at 11th Floor, Wave Silver Tower,
Sector-18 Noida, Uttar Pradesh 201301, acting through its authorized signatory Mr.
Aadhaar no. authorized vide board resolution
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dated D D / M M / Y Y Y Y to sign this agreement, hereinafter referred to as the “Company” (which
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expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its successor-
in-interest, executors, administrators and permitted assignees) of the FIRST PART.
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AND/OR
[If the Allottee is an Individual(s)]

(I) Mr. / Ms.
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Aadhaar no. son / daughter/ wife of
DOB D D / M M / Y Y Y Y
a
resident of
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PAN
**(II) Mr. / Ms.

Aadhaar no. son / daughter/ wife of
resident of
PAN (hereinafter singly/jointly, as the case

may be, referred to as the “Allottee” which expression shall unless repugnant to the context or meaning thereof,
be deemed to include his/her/their respective heirs, executors, administrators, legal representatives, successors and
assigns) of the SECOND PART.
** to be filled up in case of joint purchasers.
Allottee(s) Company Owner
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AND/OR
[If the Allottee is a Company]
CIN is a company incorporated under the

provisions of the Companies Act, [1956 or 2013, as the case may be], having its registered office at
PAN , represented by its authorized signatory,
Aadhaar no: duly authorized vide board resolution
dated D D / M M / Y Y Y Y , hereinafter referred to as the “Allottee” (which expression shall unless repugnant
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to the context or meaning thereof be deemed to mean and include its successor-in-interest, and permitted assigns)
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of the SECOND PART.
AND/OR
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[If the Allottee is a Partnership]
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a partnership firm registered under the Indian Partnership Act, 1932, having its principal place of business at
PAN
authorized vide
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Aadhaar no:
,
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hereinafter referred to as the “Allottee” (which expression shall unless repugnant to the context or meaning thereof
be deemed to mean and include the partners or partner for the time being of the said firm, the survivor or survivors of
them and their heirs, executors and administrators of the last surviving partner and his/her/their assigns) of the
SECOND PART.
AND/OR
[If the Allottee is a Sole Proprietorship]
M/s. ,
a sole proprietorship firm owned by
having its principal place of business at
, PAN
represented by the said owner Aadhaar no: , hereinafter referred to as the
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“Allottee” (which expression shall unless repugnant to the context or meaning thereof be deemed to mean and
include the partners or partner for the time being of the said firm, the survivor or survivors of them and their heirs,
executors and administrators of the last surviving partner and his/her/their assigns) of the SECOND PART.
AND/OR
[If the Allottee is a HUF]
Mr./Ms.
Aadhaar no: son/daughter/wife of
for self and as the Karta of the Hindu Joint Mitakshara Family known as
H U F , having it's place of business/residence at
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,
PAN , hereinafter referred to as the “Allottee” (which expression shall unless
repugnant to the context or meaning thereof be deemed to mean and the members or member for the time being of
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the said HUF, and their respective heirs, executors, administrators and permitted assigns) of the SECOND PART.
AND/OR
[If the Allottee is a Society]
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M/s.
a society registered and existing under the Societies Registration Act, 1860 or *under
having its office at
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through
Mr.
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duly authorized by the Governing Body*/Managing Committee* vide resolution* dated D D / M M / Y Y Y Y
duly authorized vide *Deed of General/Special Power of Attorney dated D D / M M / Y Y Y Y duly registered
in the office of the Sub-Registrar of Assurances, as Document No.
on (hereinafter referred to as the "Allottee" which expression shall unless repugnant to the context
or meaning thereof, be deemed to its successors,liquidators and assigns) of the SECOND PART.
AND
M/s. Alisa Infratech Private Limited,(CIN NO. U70109DL2012PTC246042) a Company duly incorporated and
validly existing under the provisions of the Companies Act, 1956 and having its registered office at LGF-119 (B-7),
Lower Ground Floor, World Trade Center, Babar Road, Connaught Place, New Delhi 110001 acting through its
Authorized Signatory, Mr.
Aadhaar no: authorized vide board resolution dated
D D / M M / Y Y Y Y to sign this agreement, hereinafter referred to as the “Owner” (which expression
shall, unless contrary or repugnant to the context hereof, include its successors-in-interest, liquidators and
assigns, representatives, affiliates, associates, nominees and successors), of the THIRD PART.
(The Company, Allottee and the Owner are hereinafter collectively referred to as the “Parties” and individually as
a “Party”).
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WHEREAS:
A. Jaypee Infratech Limited and Jaiprakash Associates Limited had been leased the plot of land bearing no. C3-A
admeasuring 18,898.00 Sq. M (4.67 acres approx.) situated in Sector 129, Jaypee Greens, Wish Town, Noida,
Uttar Pradesh (hereinafter referred to as the “Plot”) by the New Okhla Industrial Development Authority (the
“NOIDA”) vide the lease deed dated 15.02.2008 (the “Lease Deed”). The Lease Deed is duly registered as Sl.
No. 806 in Book No. 1 on 16.02.2008 in the office of the Sub-Registrar, Noida-II, District Gautam Budh Nagar,
Uttar Pradesh.
B. That Jaypee Infratech Limited and Jaiprakash Associates Limited thereafter sub leased the Plot to the Owner
vide sub lease deed dated September 30, 2013 (the “Sub Lease Deed”). The Sub Lease Deed is duly
registered as Document No. 12115 in Book No. I, Volume No. 5531 on pages 109 to 188 on September 30, 2013
in the office of the Sub-Registrar, Noida-II, District Gautam Budh Nagar, Uttar Pradesh. By virtue of the Sub
Lease Deed the Owner is the absolute and lawful owner in possession and otherwise well and sufficiently
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entitled to the Plot.
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C. The Owner and the Company have entered into a development management agreement (the “DMA”) whereby
the Owner has appointed the Company to provide various services pertaining to the construction and
development of a commercial complex comprising of retail spaces, food court, club, studio apartments etc.,
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along with ancillary development including common facilities, amenities and other infrastructure proposed to be
developed on the Plot in the name and style of “Oh My God”(the “Project”).
D. The Owner has further irrevocably constituted the Company and/or its nominees as its Attorney vide a General
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Power of Attorney (the “GPA”) for submitting applications to the various authorities for seeking requisitions,
permissions, approvals, sanctions in connection with the sanctioning, development, construction and
completion of the development of the Project on the Plot as aforesaid and marketing thereof and to do all acts,
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deeds and things, as may be required for the booking and allotment of Retail spaces in the building(s) in the
Project and for executing the requisite documents in respect of such bookings and allotment, for executing all the
documents including agreements for sale, conveyance deeds, etc., in favour of the purchasers in respect of the
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proposed built-up area in the Project and to present the same for registration before the concerned registering
authority and for all other purposes mentioned in the GPA till the subsistence and full implementation of the DMA
in all respects.
E. The Company is fully competent to enter into this Agreement and all the legal formalities with respect to the right,
title and interest of the Company regarding the Plot on which the Project is to be constructed have
been completed.
F. The Company has registered the Project under the provisions of the Real Estate (Regulation and Development)
Act, 2016 (the “RERA”) with the Uttar Pradesh Real Estate Regulatory Authority (the “UP RERA”)under
registration no. UPRERAPRJ11141.
G. The Allottee has, vide application no. dated D D / M M / Y Y Y Y (the “Application”)

applied for allotment of retail space in the Project being Retail space no. admeasuring
Sq.Ft. Carpet Area and Sq.Ft.Super area, on floor
in building/ tower/ block no. A (the “Building”) (hereinafter referred to as the “Retail Space” and more
particularly described in Schedule A, and the floor plan of the Retail Space is annexed hereto and marked as
Schedule B) in the Project.
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H. The Company vide booking confirmation letter dated D D / M M / Y Y Y Y (the “Booking Confirmation
Letter”) has provisionally allotted the Retail Space and pro rata share in the common areas (hereinafter referred
to as the “Common Areas” and more particularly described in Schedule C) calculated in the proportion of the
Carpet Area of the Retail Space to the Carpet Area of the collective retail spaces in the Project.
I. The particulars of development of the Retail Space including the approved floor plan specifications and internal
development works are annexed hereto and marked as Schedule D (the “Retail Space Specifications”).
J. The Company has obtained the layout plan, building plans, sanctioned plan, specifications and approvals for the
Project (collectively, the “Project Plans”), from the NOIDA and/or such other competent authority as applicable.
The Company has uploaded the Project Plans and Retail Space Specifications along with the stage wise time
schedule of completion of the Project (the “Completion Schedule”) on the website of UP RERA. The Allottee
has perused the Project Plans and Completion Schedule prior to entering into this Agreement. The Company
agrees and undertakes that it shall not make any changes to the Project Plans except in strict compliance with
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Clause 9 of this Agreement.
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K. The Company and the Owner have represented and clarified to the Allottee that the Project Plans have been
prepared on the basis of guidelines issued by the NOIDA and the competent authorities (as applicable) and all
the essential requirements have been complied with. However, in the event NOIDA and/or any other competent
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authority and/or the State Government authority direct any additions or alterations in the Project Plans, the
Company shall be duty bound to carry out the same in accordance with such directives and law.
L. The Company and the Owner have allowed inspection of the Title Documents (which the Company has also
made available on the website of UP RERA) and all documents relating to the title, competency and rights of the
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Company to develop and promote the Project on the Plot, and the right of the Company to sell the Retail Space to
any party along with all other relevant details in respect thereof including all information, clarifications, etc.
sought by the Allottee with regard to aforesaid. The Allottee has carried out its due diligence and is fully satisfied
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in all respects, and agrees and accepts to abide by the terms and conditions prescribed by the NOIDA, the UP
RERA and/or such other competent authority, as may be applicable.
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M. The Allottee is willing to enter into this Agreement on the terms and conditions contained herein and set forth
hereinafter in this Agreement. The issuance of the completion certificate by the NOIDA shall be the conclusive
evidence that the construction of the said Project/Building as may be applicable is complete in accordance with
the Project Plans.
N. The Parties hereby confirm that they are signing this Agreement with full knowledge of all the Laws, rules,
regulations, notifications, etc., applicable to the Project.
O. The Parties, relying on the confirmations, representations and assurances of each other to faithfully abide by all
the terms, conditions and stipulations contained in this Agreement and all applicable laws, are now willing to
enter into this Agreement on the terms and conditions appearing hereinafter.
P. The Company has accepted, in good faith, the Application of the Allottee and has agreed to allot the Retail Space
in the Project to the Allottee. The Owner, Company and the Allottee are now desirous and willing to execute this
Agreement on the terms and conditions as contained hereinafter.
NOW THEREFORE, in consideration of the mutual representations, covenants, assurances, promises and
agreements contained herein and other good and valuable consideration, the Parties agree as follows:
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1. DEFINITIONS:
In this Agreement unless the context or meaning otherwise requires, the following words and expressions
as used herein shall have the following meanings:
‘’Additional Charges’’ shall mean charges for carrying out External Development Works, Internal
Development Works and Electrical Sub Station Charges.
“Agreement” shall mean this Agreement for Sale.
“Allottee EOD” shall have the meaning ascribed to it in Clause 11.2.
“Application” shall have the meaning ascribed to it in Recital G.
“Association of Allottees” shall mean the association of the purchasers/allottees formed in accordance with
the applicable law as prevailing in the state of Uttar Pradesh.
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“Booking Confirmation Letter” shall have the meaning ascribed to it in Recital G.
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“Building” shall have the meaning ascribed to it in Recital G.
“Carpet Area” means the net usable floor area of an apartment, excluding the area covered by the external
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walls, areas under services shafts, exclusive balcony or verandah area and exclusive open terrace area but
includes the area covered by the internal partition walls of the apartment. (Carpet area definition is as per the
UP RERA, same applies to commercial property).
“Commitment Date” shall have the meaning ascribed to it in Clause 10.2.
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“Common Areas” shall have the meaning ascribed to it in Recital H.
“Company EOD” shall have the meaning ascribed to it in Clause 11.1.
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“Completion Schedule” shall have the meaning ascribed to it in Recital J.
“Delay Interest” shall have the meaning ascribed to it in Clause 10.2.
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“DMA” shall have the meaning ascribed to it in Recital C.
“Extended Delay Period” shall have the meaning ascribed to it in Clause 10.3.
“FEMA” shall have the meaning ascribed to it in Clause 6.1.
“Force Majeure” shall have the meaning ascribed to it in Clause 10.4.
“GPA” shall have the meaning ascribed to it in Recital D.
"Grace Period” shall have the meaning ascribed to it in Clause 10.2.
“Holding Charges” shall have the meaning ascribed to it in Clause 10.9 (b).
“IFMS” shall have the meaning ascribed to it in Clause 14.7.
“Lease Deed” shall have the meaning ascribed to it in Recital A.
“Maintenance Agency” shall have the meaning ascribed to it in Clause 14.2.
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“Maintenance Agreement” shall have the meaning ascribed to it in Clause 14.5.
“Maintenance Charges” shall have the meaning ascribed to it in Clause 14.2.
“NOIDA” shall have the meaning ascribed to it in Recital A.
“Notice of Termination” shall have the meaning ascribed to it in Clause 12.2(b).
“Payment Plan” shall have the meaning ascribed to it in Clause 3.6(a).
“PLC” shall have the meaning ascribed to it in Clause 3.5 (a).
“Plot” shall have the meaning ascribed to it in Recital A.
“Project Plans” shall have the meaning ascribed to it in Recital J.
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“Project” shall have the meaning ascribed to it in Recital C.
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“RBI” shall have the meaning ascribed to it in Clause 6.1.
"Replacement Fund” shall have the meaning ascribed to it in Clause 14.8.
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“RERA” shall have the meaning ascribed to it in Recital F.
“Retail Space Specifications” shall have the meaning ascribed to it in Recital I.
“Retail Space” shall have the meaning ascribed to it in Recital G.
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“Sale Price” shall have the meaning ascribed to it in Clause 3.1.
“Sub Lease Deed” shall have the meaning ascribed to it in Recital B.
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“Title Documents” shall mean the Lease Deed, the Sub Lease Deed, the DMA and the GPA.
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“Token Commitment Payment” shall have the meaning ascribed to it in Clause 3.2(c).
“UP Apartment Act” shall have the meaning ascribed to it in Clause 13.1(m).
“UP RERA” shall have the meaning ascribed to it in Recital F.
2. INTERPRETATION:
2.1 Headings and bold typeface are only for convenience and shall be ignored for the purpose of interpretation.
2.2 Unless the context of this Agreement otherwise requires:
(a) Words using the singular or plural number shall also include the plural or singular number,
respectively.
(b) Words of either gender shall include the other gender.
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(c) The terms “hereof”, “herein”, “hereby”, “hereto”, “hereunder” and derivative or similar words refer to
this entire Agreement.
(d) The term “Clause” refers to the specified Clause of this Agreement.
(e) The terms not defined in the Definition Clause hereinabove shall have the meaning ascribed to such
term in the relevant Clause of this Agreement.
(f) Where there is any inconsistency between the definitions set out in Clause 1 and the definitions set
out in any other Clause or Schedule, then for the purposes of construing such Clause or Schedule, the
definitions set out in such Clause or Schedule shall prevail.
(g) Reference to applicable law or to any provision thereof shall include references to any such
applicable law as it may, after the date hereof, from time to time, be amended, supplemented or re-
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enacted, and any reference to statutory provision shall include any subordinate legislation made from
time to time under that provision.
(h)
(i)
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Reference to the word “include” shall be construed without limitation.
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The recitals, annexures, schedules, exhibits and appendices form 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 any recitals, schedules and appendices to it. Any references to
clauses and schedules are to clauses of and schedules to this Agreement. Any references to parts or
paragraphs are, unless otherwise stated, references to parts or paragraphs of the schedule in which
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the reference appears.
(j) Any references to this Agreement or any other document shall be construed as references to this
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Agreement or that other document as amended, varied, novated, supplemented or replaced from
time to time.
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(k) Time periods within or following which any payment is to be made or act is to be done shall be
calculated by excluding the day on which the period commences and including the day on which the
period ends and by extending the period to the following Business Day if the last day of such period is
not a Business Day.
(l) Whenever any payment is to be made or action taken under this Agreement is required to be made or
taken on a day which falls on a day other than a Business Day such payment shall be made or action
taken on the next Business Day.
(m) Any Schedule to this Agreement shall take effect as if set out in this Agreement and references to this
Agreement shall include its Schedules.
3. SALE OF THE RETAIL SPACE AND SALE PRICE:
3.1 Subject to the terms and conditions set out in this Agreement and mutually agreed to by and between the
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Parties, the Company agrees to sell to the Allottee and the Allottee hereby agrees to purchase, the Retail
Space as specified in Recital G of this Agreement and more specifically described in Schedule A for the sale
price as set out in Schedule E (the “Sale Price”).
3.2 The computation of the Sale Price of the Retail Space is inclusive of:
(a) Recovery of price of land, construction of the Building including the Common Areas, Additional
charges, preferred location charges (if any), exclusive verandah/balcony/open terrace (if any), cost of
providing electric wiring, electrical connectivity to the building, lift, water line and plumbing, finishing
with paint, marbles, tiles, doors, windows, fire detection and firefighting equipment in the common
areas, etc. and includes cost for providing all other facilities, amenities and specifications in
accordance with the Project Plans and Retail Space Specifications.
(b) The cost of providing electric wiring and fire-fighting equipment (as prescribed in the existing fire-
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fighting code / regulations) in the Common Areas only and power backup not exceeding 6 Watts per
sq. ft. at 70% (seventy per cent) load factor in addition to that for the Common Areas and services
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which shall be subject to timely payment of Maintenance Charges and the same shall be in addition to
normal power back-up for the Common Areas and common services, which shall also be provided by
the Company. The Sale Price of the Retail Space does not include the cost of electric fittings, fixtures,
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geysers, electric and water meter etc. inside the Retail Space, which shall be got installed by the
Allottee at its own cost.
Provided that, if additional fire safety measures are undertaken either because of any subsequent
legislation, government order, directives, guidelines or change/amendments in applicable fire code,
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including the National Building Code, or because the Company or any of its nominee, at its sole
discretion, deem the same to be necessary, then the Allottee undertakes to pay, within 30 (Thirty)
days from the date of written demand by the Company, the proportionate share of the additional
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expenditure incurred thereon, which shall be determined by the Company or any of its nominee in the
proportion of the carpet area of the Retail Space to the total Carpet Area of the collective retail
spaces in the Project.
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(c) The token commitment payment of a sum equivalent to 10% of the Sale Price (the “Token
Commitment Payment”) has been paid by the Allottee, the receipt of which is acknowledged by the
Company and shall be adjusted in the installments payable by the Allottee against the total Sale Price.
(d) Taxes (consisting of tax paid or payable by the Company by way of Goods and Service Tax, and Cess,
or any other similar taxes as may be amended or introduced by the government from time to time, in
connection with the construction/development/sale of the Project and/or retail space payable by the
Company, by whatever name called) up to the date of handing over the possession of the retail space
to the allottees and the Project to the Association of Allottees or the competent authority, as the case
may be, after obtaining the completion certificate.
Provided that in case there is any change / modification in the taxes, the subsequent amount payable
by the Allottee to the Company shall be increased/reduced based on such change / modification.
Provided further that if there is any increase in the taxes after the expiry of the scheduled date of
completion of the Project in accordance with the Completion Schedule, which shall include the
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extension of registration, if any, granted to the said Project by the UP RERA, the same shall not be
charged from the Allottee.
3.3 The Sale Price is a firm price, save and except increases which the Allottee hereby agrees to pay, due to
increase on account of Additional Charges payable to any competent authority and/or any other increase in
charges which may be levied or imposed by any competent authority from time to time. The Company
undertakes and agrees that while raising a demand on the Allottee for increase in Additional Charges,
cost/charges imposed by the competent authorities, the Company shall enclose the relevant notification/
order/ rule/ regulation to that effect along with the demand letter being issued to the Allottee, which shall only
be applicable on subsequent payments. The sale price is further subject to the change due to any escalation
as per the Reserved Bank of India prices indices as published in the RBI monthly bulletin for steel, cement,
fuel, power and other building and construction material and labour as the basis of such computation.
Provided that if there is any new imposition or increase of any Additional Charges after the expiry of the
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Completion Schedule including any extension of registration granted by UP RERA, if any, the same shall not
be charged from the Allottee.
3.4 MODE OF PAYMENT:
(a)
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The Allottee shall make the payment as per the payment plan set out in Schedule F (the “Payment
Plan”) which has been selected by the Allottee out of the various payment plans provided by the
Company at the time of making the Application.
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(b) Subject to the terms of this Agreement and the Company abiding by the Completion Schedule, the
Allottee shall make all the payments in terms of this Agreement, on written demand by the Company,
within the time stipulated and as mentioned in the Payment Plan, through demand draft/ banker's
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cheque/ ordinary cheque payable at Par at Noida in favour of “Baya Weaver Limited Escrow A/c” for
making net payment unless as specified otherwise, in writing by the Company. All the payments shall
be subject to actual realization in the account as mentioned.
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The Allottee may also make payments through an interbank electronic transfer to the following
accounts:
For making Net Payment
Name BAYA WEAVER LIMITED ESCROW A/C

Bank HDFC Bank
Account Type Escrow Account
Account no. 00880350000880
IFSC code HDFC0000088
Branch Ansals Arcade Sector-18 Noida UP
(c) The Company shall provide to the Allottee, the details of the taxes paid or demanded along with the
acts/rules/notifications together with dates from which such taxes/levies etc. have been imposed or
become effective.
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3.5 The Allottee acknowledges, understands and agrees that the timely disbursement of all payments as
provided in this Agreement or otherwise including but not limited to the Sale Price, Maintenance Charges,
interest, penalties and any other charges and amounts, is the essence of this Agreement and the Allottee shall
be liable to comply with the terms of the Payment Plan and/or other terms and conditions provided herein. If
the Allottee defaults in making any payments due to the Company, the Company shall have the right to file a
complaint with the UP RERA for any such violation of the Agreement on part of the Allottee.
3.6 The Allottee understands and accepts that in the event of the default/delay of payment of any installment, it
will be charged simple interest at the rate of 12% per annum for the delay up to the date of receipt of
installment/payment due. If the Allottee continues to fail to make the payment due beyond the delay period of
the next 90 [ninety] days, then the Company shall have the right to cancel the allotment and terminate this
Agreement and forfeit the entire amount of Token Commitment Payment along with any other amounts of
non-refundable nature and the Allottee shall have no right or lien on the Retail Space or any part of the
Plot/Project. The amount paid, if any, over and above the Token Commitment Payment, as the case may be,
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shall be refunded by the Company without interest after adjustment of interest accrued on the delayed
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payment(s), if any, and /or any other charges due from the Allottee.
3.7 Notwithstanding the right of the Company to terminate this Agreement, the Company may in its sole discretion
and judgment decide waive its right to terminate this Agreement, if it so deems fit, and may instead initiate
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legal proceedings as against the Allottee for the specific performance of this Agreement.
3.8 The Company shall adjust all the amounts received from the Allottee first towards interest on overdue
installments and only thereafter towards the overdue installments or any other outstanding demand payable
to the Company and finally the balance, if any, would be adjusted towards the current installment or current
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dues when such payment is tendered.
3.9 In every such case of delayed payment, irrespective of the type of Payment Plan, the subsequent credit of
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such delayed installment(s) along with delayed interest in the account of the Company shall not, however,
constitute waiver of the right of termination reserved herein and shall always be without prejudice to the rights
of the Company to terminate this Agreement.
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3.10 The Company agrees and acknowledges that the Allottee shall have the right to use the Retail Space, as
follows:
(a) The Allottee shall have ownership of leasehold rights in the Retail Space and an undivided
proportionate share in the Common Areas.
(b) The Allottee shall have the right to use the Common Areas along with other occupants, maintenance
staff etc. of the Project, without causing any inconvenience or hindrance to them. The Allottee(s)
acknowledges and agrees that all rights, title and interest in the Common Areas shall vest solely with
the Company, till such time the Association of Allottees is formed by Company. Once the Association
of Allottees has been duly formed, the Company shall convey by way of a registered conveyance
deed, the undivided proportionate title in the Common Areas to the Association of Allottees at the
costs of the allottees of the Project. The Company/ Association of Allottees, as the case may be, shall
have the sole right and authority to deal in any manner with such Common Areas. It is clarified that the
Company shall hand over the Common Areas to the Association of Allottees within three months
obtaining the completion certificate from the NOIDA.
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.
(c) The Allottee has the right to visit the Project site to assess the extent of development of the Project and
his Retail Space in the Building, as the case may be.
(d) It is further agreed that the Project is an independent, self-contained Project covering the Plot and is
not a part of any other project or zone and shall not form a part of and/or linked/combined with any
other project in its vicinity or otherwise except for the purpose of integration of infrastructure for the
benefit of the Allottee. Further, it is clarified that Project's facilities and amenities shall be available
only for use and enjoyment of all the allottees of the Project.
4. GARAGES/ CAR PARKING:
4.1 It is agreed between the Parties that the Retail Space along with garage/covered parking shall be treated as a
single indivisible unit for all purposes and cannot be sold or transferred independently.
4.2
4.3
4.4
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Additional garages/covered car parking space(s) may be allotted to the Allottee subject to availability as per
prevailing Company's policy.
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All clauses of this Agreement pertaining to allotment, use, transfer, possession, cancellation, resumption,
etc., shall apply mutatis mutandis to the allotted garages/covered car parking space(s), wherever applicable.
The Allottee understands and agrees that garages/covered car parking space(s) shall not form part of the
Common Areas of the Project.
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5. PAYMENT OF TAXES AND OTHER CHARGES:
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5.1 The Company agrees to pay all outgoings before transferring the physical possession of the Retail Space to
the Allottees, which it has collected from the Allottees, for the payment of outgoings (including land cost,
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ground rent, municipal or other local taxes, charges for water or electricity, including mortgage loan and
interest on mortgages or other encumbrances and such other liabilities payable to competent authorities,
banks and financial institutions, which are related to the project). In case the Company fails to pay all or any of
the outgoings collected by it from the Allottee or any liability, mortgage loan and interest thereon before
transferring the Retail Space to the Allottees, the Company agrees to be liable, even after the transfer of the
Retail Space, to pay such outgoings and penal charges, if any, to the concerned authority or person to whom
they are payable and be liable for the cost of any legal proceedings which may be taken therefor by such
authority or person.
5.2 The Allottee agrees to pay, on demand Additional Charges, all rates, taxes, rents, demands, claims, penalties
and all other dues or cesses of all/any kind whatsoever, whether levied or liveable, now or in future, on the Plot
and/or the Retail Space in the Building and/or the Project, as the case may be, including electricity charges,
water charges and any utility charges payable to the requisite authorities from the date of handover of
possession of the Retail Space in the proportion the Carpet Area of the retail spaces has to total Carpet Area of
the collective retail spaces in the Project. Such an apportionment shall be made by the Company and/or its
nominee and/or Association of Allottees, as the case may be, and the same shall be conclusive, final and
binding upon the Allottee.
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5.3 In addition to the charges, as may be payable by the Allottee in terms of this Agreement, in case any tax or levy
in the form of Goods and Service Tax or any other similar taxes as may be amended or introduced by the
government from time to time, is imposed by the government or any local authority on any of the charges
payable by the Allottee to the Company in terms of this Agreement, the same shall also be payable by the
Allottee to the Company from the date of its applicability and the Allottee agrees and undertakes to keep the
Company fully harmless and indemnified in respect of such tax liability.
5.4 The Allottee shall furnish all the requisite documents as requested for by the Company.
6. COMPLIANCE OF LAWS RELATING TO REMITTANCES:
6.1 The Allottee, if resident outside India, shall be solely responsible for complying with the necessary formalities
as laid down in Foreign Exchange Management Act, 1999 (the “FEMA) read with the rules, regulations made
thereunder and any amendments thereof and the rules and regulations of the Reserve Bank of India (“RBI”)
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or any other applicable law and shall provide the Company with such permissions/approvals, which would
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enable the Company to fulfill its obligations under this Agreement. Any refund, transfer of security, if provided
in terms of this Agreement, shall be made in accordance with the FEMA read with the rules, regulations made
thereunder and any amendments thereof and the rules and regulations of the RBI or any other applicable law.
If the Allottee fails to comply with the FEMA, rules, regulations made thereunder and any amendments thereof
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and the rules and regulations of the RBI or any other provision under applicable law, it shall be solely liable for
any action that may be taken by the competent authorities in this regard. The Company accepts no
responsibility in this regard and the Allottee shall keep the Company fully indemnified for any harm or injury
caused to it for any reason whatsoever in this regard. Whenever there is a change in the residential status of
the Allottee, subsequent to the signing of this Agreement, it shall be the sole responsibility, of the Allottee to
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intimate the same in writing to the Company immediately and comply with all the necessary formalities, if any,
under the applicable laws.
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6.2 The Company shall not be responsible towards any third party making payment/remittances on behalf of any
Allottee and such third party shall not have any right in the application/allotment of the retail space applied for
herein in any way and the Company shall be issuing the payment receipts in favour of the
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Allottee only.
7. ADJUSTMENT/APPROPRIATION OF PAYMENTS:
The Allottee authorizes the Company to adjust/appropriate all payments made by him/her under any head(s)
of dues against the lawful outstanding(s) of the Allottee against the Sale Price of the Retail Space, if any, in
his/her name and the Allottee undertakes not to object/ demand/ direct the Company to adjust his payments in
any manner.
8. TIME IS ESSENCE:
8.1 The Company shall abide by the Completion Schedule for the Project as disclosed at the time of registration of
the Project with the UP RERA and towards handing over the Retail Space to the Allottee and the Common
Areas to the Association of Allottees.
8.2 The Allottee shall abide by the Payment Plan and make all payments due to the Company within the stipulated
timelines.
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9. CONSTRUCTION AND/OR MODIFICATION OF THE RETAIL SPACE IN THE PROJECT:
9.1 The Allottee has seen and accepted the Retail Space Specifications and the Project Plans. The Company
shall develop the Project in accordance with the Retail Space Specifications and Project Plans.
9.2 The Company shall confirm to the final Carpet Area that has been allotted to the Allottee after the construction
of the Building is complete and the completion certificate is granted by the NOIDA, by furnishing details of the
changes, if any, in the Carpet Area. The Sale Price (as set out in Schedule E) payable shall be recalculated
upon such confirmation by the Company.
Provided that in case there is any reduction in the Carpet Area then the Company shall refund the excess
money paid by Allottee within forty-five days with annual interest at the rate prescribed by the UP RERA, from
the date when such an excess amount was paid by the Allottee.
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Provided further that, in case of increase in the Carpet Area, not more than ten percent of the total Carpet Area
of the Retail Space allotted to Allottee, the Company may demand the proportionate increased amount to be
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paid by the Allottee in accordance with the next milestone of the Payment Plan. All these monetary
adjustments shall be made at the same rate per square feet as agreed in the Clause 3.1 read with Schedule E
of this Agreement.
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9.3 Subject to the terms in this Agreement, the Company undertakes to strictly abide by the Project Plans and
Retail Space Specifications as approved by the NOIDA and shall also strictly abide by the bye-laws, FAR and
density norms and provisions as prescribed under applicable law.
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9.4 It is agreed between the Parties, that the Company shall not make any additions and alterations in Project
Plans/Retail Space Specifications (which shall be in conformity with the advertisement, prospectus etc., on
the basis of which sale is effected), without the previous written consent of at least two-thirds of the allottees of
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the Project, which shall not include the Company. Any breach of this Clause 9.4 by the Company shall
constitute a material breach of the Agreement.
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Provided that the Company may make such minor additions or alterations as may be required by the Allottee,
or such minor changes or alterations as may be necessary due to architectural and structural reasons duly
recommended and verified by an Architect or Engineer authorized by the UP RERA and after proper
declaration and intimation to the Allottee.
9.5 The Allottee agrees and understands that he shall neither modify nor raise any illegal construction inside the
Retail Space or encroach upon or occupy any area falling outside the Retail Space. The Retail Space shall be
used by the Allottee solely for commercial purposes and the Allottee shall not conduct any illegal or immoral
activities from or in the Retail Space. The Allottee further undertakes not to carry on any activity from or in the
Retail Space, which shall create nuisance, is illegal, obnoxious or contrary to public policy or contrary to the
common interest of the collective owners/occupants of the Project.
10. POSSESSION OF THE RETAIL SPACE:
10.1 The Company agrees and understands that timely delivery of possession of the Retail Space to the Allottee
and the Common Areas to the Association of Allottees is the essence of this Agreement.
10.2 Subject to Force Majeure (defined hereinafter) and further subject to the Allottee having complied with all its
obligations under the terms and conditions of the Application and/or this Agreement and the Allottee not being
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in default of any terms and conditions therein, including but not limited to the timely payment of the total Sale
Price, stamp duty and other charges and taxes, if any, and also subject to the Allottee having complied with all
formalities or documentation as prescribed by the Company, the Company shall hand over the possession of
the Retail Space to the Allottee on or before August 31, 2022 (the "Commitment Date "). The Allottee further
agrees and understands that the Company shall additionally be entitled to a grace period of 180 (One
Hundred and Eighty) days (the "Grace Period"), after the Commitment Date to allow for unforeseen delays in
obtaining the completion certificate etc., from the concerned authority in respect of the Project. Subject to the
condition contained herein, if the Company fails to offer possession of the Retail Space to the Allottee by the
end of the Grace Period, it shall be liable to pay to the Allottee compensation calculated @ 12 % per annum on
the paid amount of the Sale Price per Sq. Ft. (the “Delay Interest”) for delay thereafter until the actual date of
handing over of the possession of the Retail Space to the Allottee. The Allottee shall be entitled to
payment/adjustment against such Delay Interest only at the time of 'notice of possession' or at the time of
payment of the final installment, whichever is later.
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10.3 Subject to the above, in the event of delay by the Company in handing over the possession of the Retail Space
beyond a period of 12 (Twelve) months from the end of the Grace Period {(such 12 (Twelve) month period
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hereinafter referred to as the ( the "Extended Delay Period")}, then the Allottee shall become entitled to opt
for termination of this Agreement and obtain refund of the actual paid up installments paid by him against the
Retail Space along with the Delay Interest that has accrued till date of such termination on account of delay.
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No other claim, whatsoever, monetary or otherwise shall lie against the Company nor be raised otherwise or
in any other manner by the Allottee. The Allottee may exercise the option to terminate this Agreement only till
such time that the notice of offer of possession by the Company to the Allottee has not been dispatched.
Pursuant to such notice of offer of possession being dispatched by the Company, the Allottee shall not have
any right to terminate this Agreement. In the event the Allottee does not wish to withdraw from the Project and
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terminate this Agreement, then the Company shall be liable to pay the Delay Interest to the Allottee for every
month of such delay till actual handing over of possession of the Retail Space to the intending Allottee.
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10.4 The handing over of possession of the Retail Space as per the terms and conditions of this Agreement, shall
be subject at all times to force majeure circumstances and any event beyond the reasonable control of the
Company by itself or in combination with other events or circumstances which cannot (i) by the exercise of
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reasonable diligence, or (ii) despite the adoption of reasonable precautions and/or alternative measures
have been prevented, or caused to have been prevented, and which materially impairs or adversely affects
the Company's ability to perform its obligation under this Agreement, and which events and circumstances
shall include but not be limited to acts of God, i.e. (a) fire, drought, flood, earthquake, epidemics, natural
disasters or deaths or disabilities; (b) explosions or accidents, (c) strikes or lock outs, industrial dispute; (d)
non-availability of cement, steel or other construction material due to strikes of manufactures, suppliers,
transporters or other intermediaries; (e) war and hostilities of war, riots or civil commotion; (f) non-grant of any
approval from any governmental authority or imposition of any adverse condition or obligation in any
approvals from any governmental authority, including delay in issuance of the occupation certificate,
completion certificate and/or any other approvals/certificate as may be required, not attributable to any
default of the Company; (g) the promulgation of or amendment in any law, rule or regulation or the issue of
any injunction, court order or direction from any governmental authority that prevents or restricts the
Company from complying with any or all the terms and conditions of this Agreement; (h) any event or
circumstances analogous to the foregoing (“Force Majeure”). If there is any delay in the delivery of
possession of the Retail Space or the Company is unable to deliver possession of the Retail Space due to a
Force Majeure event or due to any notice, order, rule or notification of the Central or State Government and/or
any other public or competent authority or for any other reason beyond the control of the Company, the
Company shall be entitled to a reasonable extension of the time for delivery of possession of the Retail
Space.
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10.5 The Allottee agrees and understands that if due to any Force Majeure conditions, the whole or part of the
Project is abandoned or abnormally delayed, the Allottee shall not be entitled to prefer any claim whatsoever
except that the Company shall on demand refund the Allottee's money without interest.
10.6 The Allottee agrees and confirms that, in the event it becomes impossible for the Company to implement the
Project due to Force Majeure conditions, then this Agreement shall stand terminated and the Company shall
refund to the Allottee the entire amount received by the Company from the Allottee within 45 days from the
date of termination. The Company shall intimate the Allottee about such termination at least thirty days prior to
such termination. After refund of the money paid by the Allottee, the Allottee agrees that he/ she shall not have
any rights, claims etc. against the Company and that the Company shall be released and discharged from all
its obligations and liabilities under this Agreement.
10.7 Except for occurrence of a Force Majeure event, if the Company fails to complete or is unable to give
possession of the Retail Space in accordance with the terms of this Agreement, or due to discontinuance of
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his business as a developer on account of suspension or revocation of the registration with the UP RERA; or
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for any other reason; the Company shall be liable, on demand to the Allottees, in case the Allottee wishes to
withdraw from the Project, without prejudice to any other remedy available, to return the total amount received
by him in respect of the Retail Space, together with Delay Interest within forty-five days of it becoming due.
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Provided that, if the Allottee does not wish to withdraw from the Project and terminate this Agreement (except
in circumstances where completion of the Project is rendered impossible), then the Company shall be liable to
pay the Delay Interest to the Allottee for every month of such delay till actual handing over of possession of the
Retail Space to the intending Allottee.
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10.8 Procedure for taking possession :
(a) The Company, upon obtaining the completion certificate from the NOIDA shall offer the possession of
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the Retail Space to the Allottee in writing, in terms of this Agreement, to be taken within (2) two months
from the date of issue of completion certificate.
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(b) The Company agrees and undertakes to indemnify the Allottee in case of failure of fulfillment of any of
the provisions, formalities, documentation on part of the Company in this regard.
(c) The Allottee, after taking possession, agrees to pay the Maintenance Charges as determined by the
Company/Association of Allottees, as the case may be after the issuance of the completion certificate
for the Project.
(d) The Company shall hand over the completion certificate Project, to the Association of Allottees at the
time of conveyance of the undivided proportionate title in the Common Areas to the Association of
Allottees.
10.9 Failure of Allottee to take Possession of the Retail Space :
(a) Upon receiving a written intimation from the Company as per Clause 10.8, the Allottee shall take
possession of the Retail Space from the Company by executing necessary indemnities, undertakings
and such other documentation as prescribed in this Agreement, and the Company shall give
possession of the Retail Space to the Allottee. In case the Allottee fails to take possession within the
time provided in Clause 10.8, such Allottee shall continue to be liable to pay Maintenance Charges as
specified in Clause 10.8.
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(b) Notwithstanding any other provisions of this Agreement, the Allottee agrees that if it fails, ignores or
neglects to take the possession of the Retail Space in accordance with the written intimation from the
Company as per Clause 10.8, the Allottee shall also be liable to pay charges equivalent to 1% (One
Percent) per month of the sale price ("Holding Charges"). The Holding Charges shall be a distinct
charge in addition to the Sale Price and other charges as provided in this Agreement.
10.10 Possession by the Allottee - After obtaining the completion certificate and handing over physical
possession of the Retail Space to the Allottees, it shall be the responsibility of the Company to hand over the
necessary documents and plans, including Common Areas, to the Association of Allottees.
10.11 Compensation - The Owner shall compensate the Allottee in case of any loss caused to him due to defective
title of the Owner and/or the Company, on which the Project is being developed or has been developed, in the
manner as provided under the RERA and the claim for interest and compensation under this provision shall
not be barred by limitation provided under any law for the time being in force.
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11. EVENTS OF DEFAULT (EOD):
11.1 Subject to the Force Majeure clause, the Company shall be considered to be in default of this Agreement, in
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the following events (the “Company EOD”).
(a) The Company fails to handover possession of the Retail Space in accordance with the Completion
Schedule and expiry of the Extended Delay Period.
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(b) Discontinuance of the Company's business as a developer due to reasons including suspension or
revocation of his registration with the UP RERA prior to handing over of the possession of the Retail
Space.
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(c) Except as mentioned in Clause 9, the Company modifies or alters the Project Plans in the course of
development or construction of the Project.
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(d) The Company abandons the construction and development of the Project.
11.2 The Allottee shall be considered to be in default, on the occurrence of the following events (the “Allottee
EOD”):
(a) The Allottee fails to make payment of the Sale Price/any installment of the Sale Price and/or any other
amount in the nature of interest or any other charges as may be demanded by the Company in
accordance with the Payment Plan and other deposits and amounts, including any interest or penalty,
in accordance with the terms and conditions of this Agreement, other than in case of a Company EOD.
(b) The Allottee fails to execute the Maintenance Agreement with the Maintenance Agency within the
prescribed timelines.
(c) The Allottee has obtained the allotment of the Retail Space through misrepresentation and/or
concealment or suppression of any material fact.
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(d) The Allottee has violated or violates any of the directions issued, rules and regulations framed by the
Company/its nominated agency/Association of Allottees or by any statutory body or competent
authority as applicable to the Retail Space and/or the Project.
(e) The Allottee is in material breach of any of the terms and conditions of this Agreement.
12. CONSEQUENCES OF EVENTS OF DEFAULT (EOD):
12.1 Consequences of Company EOD:
(a) The Allottee shall be entitled to stop making further payments to the Company as demanded by the
Company until the Company has taken steps to complete the construction of the Project and the
possession of the Retail Space is handed over to the Allottee.
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(b) The Allottee shall be entitled to terminate this Agreement, in which case the Company shall be liable to
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refund the entire money paid by the Allottee under any head whatsoever towards the purchase of the
Retail Space, along with Delay Interest within forty-five days of receiving such termination notice from
the Allottee.
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Provided that, where an Allottee does not intend to withdraw from the Project and terminate the
Agreement (except in circumstances where completion of the Project is rendered impossible), the
Allottee shall be paid, by the Company the Delay Interest for every month of delay till the vacant
peaceful possession of the Retail Space has been handed over to the Allottee.
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12.2 Consequences of Allottee EOD:
(a) In cases where the Allottee EOD is capable of being rectified, the Company may at its discretion give
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to the Allottee a notice calling upon it to rectify the breach set out in the said notice within the time given
therein. In the event that the Allottee fails to establish to the satisfaction of the Company that the said
breach has been rectified by it within the time specified in the said notice, the Company may terminate
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this Agreement in the manner set out below and to the same effect.
(b) In case of an Allottee EOD committed by the Allottee which is incapable of rectification or is in the
opinion of the Company unlikely to be rectified by the Allottee or the Allottee has failed to rectify the
breach within the cure period specified or is such where the breach is repeated or is continuing despite
the Allottee being given an opportunity to rectify the same, then this Agreement may be cancelled by
the Company at its sole option by a written notice (“Notice of Termination”) to the Allottee
intimating to it the decision of the Company to terminate this Agreement and the grounds on
which such action has been taken.
(c) Upon issuance of the Notice of Termination by the Company for the reasons and in the manner
enumerated above in this Clause, the Company shall be entitled to cancel the allotment and terminate
this Agreement and forfeit the Token Commitment Payment. The sums paid by the Allottee till the date
of termination of this Agreement shall be refunded after forfeiture of the Token Commitment Payment.
The Company shall be entitled to retain any interest paid by the Allottee on delayed payments.
Thereafter, the Allottee shall be left with no right, title or interest in any manner whatsoever in the Retail
Space so allotted.
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(d) The Company shall cause the payment of the sums so paid by the Allottee no later than 45 days from
when the amount became due and payable. Upon termination of this Agreement by the Company,
except for the right to refund, if any, to the extent agreed hereinabove, the Allottee shall have no
further right or claim against the Company. The Company shall thereafter, be free to deal with the
Retail Space in any manner whatsoever, in its sole and absolute discretion.
(e) For the removal of doubts, it is clarified that notwithstanding the fact that the cheque for refund of the
amount paid by the Allottee (after forfeiture of the Token Commitment Payment) has not been
dispatched by the Company, or if dispatched, it has not been received by the Allottee or if received,
such cheque for refund remains un-encashed by the Allottee, the mere dispatch of the Notice of
Termination by the Company would be deemed to sufficiently and by itself constitute termination of
this Agreement and no further act on the part of the Company would be necessary for this purpose. It
is further clarified that immediately on dispatch of the Notice of Termination, the Company shall be
entitled to re-allot the Retail Space afresh to any other person and the Allottee agrees and undertakes
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that he shall not object thereto nor seek any legal relief so as to prevent such re-allotment.
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(f) It is clarified that the right of the Company to terminate this Agreement on account of an Allottee EOD
as detailed under Clauses 11.2 (a) or (c) shall survive the transfer of the Retail Space and run with the
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Retail Space within the meaning of Section 31 of the Transfer of Property Act, 1882.
(g) The Allottee shall indemnify and undertakes to keep the Company, its assignees and nominees
saved, indemnified and harmless from and against all consequences resulting from the breach by the
Allottee of any law or its representations, warranties and undertakings found to be untrue.
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(h) Without prejudice to the rights of the Company in Clauses 12.2 (a) to (g) above, if the Allottee defaults
in making any payments due to the Company, the Company shall have the right to file a
complaint with the UP RERA for any such violation of the Agreement on part of the Allottee.
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13. REPRESENTATIONS AND WARRANTIES:
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13.1 The Company hereby represents and warrants to the Allottee as follows:
(a) The Owner has absolute, clear and marketable title with respect to the Plot and the Company has the
requisite rights to carry out development of the Project upon the Plot and absolute, actual, physical
and legal possession of the Plot.
(b) The Company has lawful rights and requisite approvals from the NOIDA and other competent
authorities to carry out development of the Project.
(c) The Company has represented to the Allottee that the Plot has been mortgaged with a financial
institution against a loan and the said financial institution has the charge on the Plot. Further the
financial institution also has a charge on the receivables from the sale proceeds of the Retail Space
against the loan. The Company has further represented to the Allottee that the Company shall
fully pay the loan and the Retail Space shall be made free of all encumbrances at the time of
execution of the conveyance deed in favour of the Allottee. There are no encumbrances upon the Plot
or the Project except as provided hereunder.
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(d) Save and except as disclosed on the official website of UP RERA there are no litigations and/or
proceedings pending before any court of law or UP RERA or any other competent authority with
respect to the Plot, Project or the Retail Space.
(e) All approvals, licenses and permits issued by the competent authorities with respect to the Project,
Plot and the Retail Space are valid and subsisting and have been obtained by following due process
of law. Further, the Company has been and shall, at all times, remain to be in compliance with all
applicable laws in relation to the Project, Plot, Building, Retail Space and Common Areas.
(f) The Company has the right to enter into this Agreement and has not committed or omitted to perform
any act or thing, whereby the right, title and interest of the Allottee created herein, may prejudicially
be affected.
(g) The Company has not entered into any agreement for sale and/or any other agreement /
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arrangement with any person or party with respect to the Plot, including the Project and the Retail
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Space which will, in any manner, adversely affect the rights of Allottee under this Agreement.
(h) The Company confirms that the Company is not restricted in any manner whatsoever from selling the
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Retail Space to the Allottee in the manner contemplated in this Agreement.
(i) At the time of execution of the conveyance deed the Company shall handover lawful, vacant,
peaceful, physical possession of the Retail Space and proportionate indivisible interest in Common
Areas to the Allottee.
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(j) The Retail Space is not the subject matter of any HUF and/or Trust and that no part thereof is owned
by any minor and/or no minor has any right, title and claim over the Retail Space.
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(k) The Company has duly paid and shall continue to pay and discharge all governmental dues, rates,
charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and
other outgoings, whatsoever, payable with respect to the said Project to the NOIDA and any
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competent authority till the completion certificate has been issued and possession of Retail Space
has been handed over to the Allottee and undivided proportionate title over the Common Areas has
been handed over to the Association of Allottees.
(l) No notice from the government or any other local body or authority or any legislative enactment,
government ordinance, order, notification (including any notice for acquisition or requisition of
the Project) has been received by or served upon the Company in respect of the Plot and/or
the Project.
(m) The Project in its entirety is in accordance with the provisions of the Uttar Pradesh Apartment
(Promotion of Construction, Ownership and Maintenance) Act, 2010. (the “UP Apartment Act”),
RERA and other applicable laws.
(n) The Company shall be in compliance of various laws/regulations as applicable in the Project by the
NOIDA.
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13.2 The Allottee hereby represents, warrants and undertakes as follows:
(a) The Allottee is entering into this Agreement with full knowledge of all the laws/notifications and rules
applicable to the Plot in general and the Project in particular, which have been understood by the
Allottee. The Allottee shall abide by all laws, rules, regulations, notifications, statutory provisions
applicable to the Plot including but not limited to the terms and conditions of the Lease Deed/Sub
Lease Deed, as applicable to the Project and the Retail Space and that the Allottee has clearly
understood the Buyer's rights, duties, responsibilities, obligations there under, and agree to abide by
the same.
(b) The Allottee has the right to enter into this Agreement and has not committed or omitted to perform
any act or thing, whereby the right, title and interest of the Company or Owner created herein, may
prejudicially be affected.
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(c) The Allottee has satisfied himself about the interests, rights and title of the Company in respect of the
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Plot on which the Project is being developed has understood the limitations and obligations in
respect thereof.
(d) The Allottee has read and understood the Sub Lease Deed and the DMA and pursuant to the same
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has applied for the allotment of the Retail Space and undertakes to abide by the terms and conditions,
restriction and limitation etc. contained therein.
(e) The Allottee has also reviewed and accepted the Project Plans and in token of his understanding and
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acceptance of the Project Plans and the Company's right to develop and sell the various
developments of the Project in accordance with the Project Plans, is executing this Agreement and
undertakes not to raise any dispute/claim against the Company in this regard. The Allottee further
accepts and agrees to abide by the terms and conditions prescribed by the NOIDA, UP RERA and/or
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such other competent authority.
(f) The Allottee expressly agrees to adhere to and undertake only such activities, services, vocations as
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listed out and permitted by the NOIDA on the Plot and shall not act in derogation of any law, rules or
notifications pertaining to such restrictions.
(g) The Allottee undertakes that it shall become the member of the Association of Allottees of the Project,
as may be formed by the Company on their behalf, in accordance with the applicable law, and shall
pay the fees, subscription charges thereof and shall also complete such documentation and
formalities, as may be required by the Company for this purpose, as and when the said Association of
Allottees is formed.
(h) The Allottee agrees and undertakes that it shall not modify any structure or raise any illegal
construction in the Retail Space nor encroach upon or occupy any area falling outside the Retail
Space or make any alterations in any elevations and outside colour scheme of the expressed wall of
the verandah, lounge or any external wall, or faces of external doors and window of the Retail Space
which in the opinion of Company differ from the colour scheme of the Retail Space, or modify the
exterior of the Retail Space or the façade of the Building, except for peaceful use of the Common Area
along with all other allottees of the Project. It is hereby clarified that while the Allottee shall be free to
decide on the interiors and the colour scheme thereof.
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(i) The Allottee shall not close or in any manner obstruct or restrict the use of the ground space, corridors
or lounges or balconies or common passages or common corridors or any other common areas even
if the entire floor/floors in any part of the Project are occupied by the Allottee. It is hereby clarified that
the buyer of any other retail space on the ground floor of any tower in the Project shall not have
exclusive right over the lawn or any open space (or any other Common Area), attached/close to the
allottee's Retail Space, except where it has been expressly mentioned.
(j) The Retail Space shall solely be used for the purposes as per the designated use alone and for no
other purpose and the Allottee shall not conduct any illegal or immoral activities from or in the Retail
Space. The Allottee further undertakes not to carry on any activity from and in the Retail Space, which
creates nuisance or is illegal, obnoxious or contrary to public policy or contrary to the common
interest of the collective owners/allottees/occupants of the Project.
(k) The Company has made it clear to the Allottee that the Company shall be carrying out extensive
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developmental/ construction activities in phases(s) in accordance with the Project Plans and the
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Allottee has confirmed that it shall not raise any objections or make any claims or default in any
payments due to the Company on account of inconvenience, if any, which may be suffered by him/
her /they due to such developmental/construction activities or incidental/related activities.
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(l) The Allottee shall not do anything in or about the said Retail Space which may cause or tend to cause
damage to any flooring or ceiling or any part of the Retail Space or any other retail space above/below
or adjacent to the Retail Space or in any manner interfere with the use thereof or of any open space,
passages or amenities available for common use.
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(m) The Allottee shall not put up any name or sign board, publicity or advertisement material anywhere
in the common areas without prior permission of the Company or their nominees in writing.
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(n) The Allottee shall not cause noise pollution by use of loudspeaker or otherwise and/or throw or
accumulate rubbish, dust, rags or garbage etc., anywhere save and except in areas/places
specifically earmarked for the purposes in the Project.
(o)
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The Allottee shall not nor permit or suffer anything to be done in any manner to any part of the
Building, the staircase, lifts, shafts and common passages, compound or in which would expose the
Project to any kind of risk or loss, whether physical, legal or otherwise be unbecoming of a building
complex of the nature of the Project.
The Allottee shall not demolish, make or cause to be made any additions or alterations or
unauthorized constructions of whatsoever nature to the said Retail Space or any part thereof, and
shall not chisel/drill or in any other manner cause damage to columns, beams, walls, slabs/concrete
or other structural support. Further, no damage to the building would be caused in any manner
and all consideration of safety, firefighting systems will have to be observed/maintained.
(q) The Allottee shall not divide or sub-divide the Retail Space in any manner, which is at all times
required to remain a single Retail Space.
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(r) The Allottee shall not Store/stock/bring into/keep in the said Retail Space any goods/
material/fluid/chemical/substance of explosive/hazardous/combustible/flammable nature or any
act which has effect of doing so, either directly or through any of the agents, servants, employees,
licensees, or visitors, which may cause risk by fire, or which, on account of their nature or particular
characteristic, may cause damage to or endanger and/or expose to risk of such damage, to the
structure or safety of the building or neighboring retail spaces, and/or the assets of the other
occupants or the equipment in the Project.
(s) The Allottee shall not do any act or omission, which may endanger the occupation of the other areas
or be a source of nuisance to others.
14. MAINTENANCE OF THE RETAIL SPACE:
14.1 The Company shall be responsible to provide and maintain essential services in the Project either itself or
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through its nominated agency, till such time the Association of Allottees is formed in accordance with the UP
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Apartment Act and RERA and the maintenance of the Project is taken over by the Association of Allottees.
14.2 The Allottee acknowledges and agrees to pay the proportionate share of the recurring charges for the
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maintenance of the common areas of the Project and/or the Building (the “Maintenance Charges”) as
determined by the Company and/or Association of Allottees and/ or the maintenance agency appointed by the
Company or Association of Allottees (the “Maintenance Agency”), as the case may be from time to time
depending upon the cost of operation and expenses incurred on the maintenance of the Project, whether on a
one-time or periodical basis.
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14.3 The Maintenance Charges shall be paid by the Allottee in the proportion the Carpet Area of the Retail Space
bears to the total Carpet Area of the collective retail spaces in the Project.
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14.4 The Allottee agrees and understands that the maintenance charges towards the maintenance services
rendered and/or the utilities provided in respect of and/or within the Retail Space shall commence from and be
borne by the Allottee from the date of offer of possession by the Company in its of notice of possession.
14.5
14.6
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The Allottee agrees and hereby undertakes to sign at the time of taking possession of the Retail Space or at
any point of time of time earlier thereto, to be decided at the discretion of the Company to execute a
maintenance agreement with the Company and/or Association of Allottees and/or a maintenance agency
appointed by the Company or the Association of Allottees (the “Maintenance Agreement”) (or their
authorized representatives), as the case may be, strictly as per the draft provided by the Company. It is
clarified that besides the scope of maintenance and upkeep of the Retail Space, the scope of maintenance
and upkeep of the common services and facilities forming part of the Common Areas shall also be detailed in
the Maintenance Agreement.
It shall be mandatory for the Allottee to enter into the Maintenance Agreement in respect of the Common
Areas in the Project, the signing of which shall be a condition precedent for executing the conveyances of the
Retail Space in favour of the Allottee. Refusal to execute the Maintenance Agreement shall constitute a
breach of this Agreement and also entitle the Company to terminate this Agreement in accordance herewith.
14.7 In order to secure adequate provision of the maintenance services and due performance of the Allottee in
paying promptly the maintenance bills and other charges as raised by the Company and/ or Association of
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Allottees and/ or the Maintenance Agency, as the case may be, the Allottee agrees to deposit and to always
keep deposited, with the Company and/ or Association of Allottees and/ or the Maintenance Agency, as the
case may be, an Interest Free Maintenance Security (“IFMS”) in accordance with the Maintenance
Agreement.
14.8 The Allottee also understands that it shall be liable to pay a onetime or periodical charge to the Company and/
or Association of Allottees and/ or the Maintenance Agency, as the case may be, for creating a fund for
replacement, upgradation, addition etc., of the capital equipment's and infrastructure of the Retail
Space/Project namely the "Replacement Fund” as determined by the Company and/ or Association of
Allottees and/ or the Maintenance Agency, as the case may be, from time to time, on the basis of the expected
cost of major repairs or replacement of equipment's/installations.
14.9 The Allottee undertakes to promptly pay, all the demands, bills, and charges towards Maintenance Charges
and any kind of tax on Maintenance charges, as may be raised by the Company and/ or Association of
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Allottees and/ or the Maintenance Agency, as the case may be, from time to time, for the period starting from
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the date of notice of possession on pro-rata basis, irrespective of whether the Allottee takes over and is in
actual possession of the Retail Space or not.
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14.10 If the Allottee fails to pay the Maintenance Charges as stipulated herein and in the Maintenance Agreement,
the Company and/ or Association of Allottees and/ or the Maintenance Agency, as the case may be, shall be
entitled to charge interest at such rate as may be imposed under the Maintenance Agreement or by the
Company and/ or Association of Allottees and/ or the Maintenance Agency, on all delayed payments towards
Maintenance Charges payable by the Allottee.
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14.11 That the Allottee has agreed to purchase the Retail Space on the specific understanding that the right to the
use of common facilities and amenities shall be subject to the timely payment of total Maintenance Charges,
as determined by the Company and/ or Association of Allottees and/ or the Maintenance Agency, as the case
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may be, and performance of all the covenants of this Agreement and the Maintenance Agreement, failing
which, the Allottee shall not have the right to use the Common Areas and its facilities and amenities.
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14.12 It is understood by the Allottee that the maintenance and insurance of the inside of the Retail Space shall
always remain the responsibility of the Allottee.
14.13 The Allottee hereby undertakes that after the Allottee has taken over the Retail Space for occupation and use,
the Allottee shall comply with and carry-out, from time to time, all the requirements, requisitions, demands
and repairs, which may be required by any regulatory authority/development authority/municipal authority/
government or any other competent authority in respect of the Retail Space at its own cost and keep the
Company indemnified, secured and harmless against all costs, consequences and all damages, arising on
account of non-compliance with the said requirements, requisitions, demands or not carrying out of
such repairs.
15. DEFECT LIABILITY:
15.1 It is agreed between the Parties that the Company shall be liable to rectify any structural defect in the
Building/Retail Space or any other defect in workmanship, which structural defect/defect in workmanship is
solely attributable to the quality or provision of construction services in the Building, for a period of 5 (five)
years from the date of handing over of possession to the Allottee on being notified of the same by the Allottee.
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15.2 Where there is an ambiguity/dispute in the ascertainment of the origin and cause of such structural
defect/defect in workmanship, the Company shall be entitled to appoint a third party agency to evaluate and
ascertain whether the defect is attributable to the acts and omissions of the Company or that of the allottee(s)
or Association of Allottees of the Project. Such third party agency (if appointed by the Company) shall provide
its report within a period of 7 (seven) days from such appointment and the cost of such appointment shall be
paid by the party held responsible for causing the defect.
15.3 If the findings of the report submitted by the third party agency under Clause 15.2 above conclude that the
defect is attributable to the Company, the Company shall be liable to take steps to rectify such defects without
further cost/charge, within 30 (thirty) days of being first notified by the Allottee.
15.4 If the findings of the report submitted by the third party agency in Clause 15.2 above conclude that the defect
is attributable to the Allottee or any other allottee (in the Building/ Project) or Association of Allottees, the
Company shall be liable to take steps to rectify such defects at the cost of the Allottee/ Association of
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Allottees, as the case may be, within 30 (thirty) days of being first notified by the Allottee.
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15.5 If the Company fails take steps to rectify such defects within such time, the aggrieved Allottee shall be entitled
to receive appropriate compensation in the manner as provided under the RERA.
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16. RIGHT TO ENTER THE RETAIL SPACE FOR REPAIRS:
16.1 The Company and/ or Association of Allottees and/or Maintenance Agency (including their authorized
representatives) shall have the right to access any part of the Common Areas, garages/covered parking
without any hindrance by the Allottee for providing maintenance services as may be necessary.
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16.2 The Allottee hereby agrees to permit the Company and/ or Association of Allottees and/or Maintenance
Agency (including their authorized representatives) to enter into the Retail Space or any part thereof, subject
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to a prior notice of minimum 24 hours and during the normal working hours, to carry out such necessary
repairs and/or maintenance services as may be required, unless the circumstances warrant otherwise, with a
view to set right any defect.
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Provided that, the Company and/ or Association of Allottees and/or Maintenance Agency (and/or their
authorized representatives) shall not be required to provide any prior notice or seek the permission of the
Allottee to enter the Retail Space in cases where the life or safety of individual(s) are concerned and the
Allottee hereby agrees and undertakes not to raise any obstruction of any nature in granting full and free
access to the aforementioned persons in such cases.
17. USAGE OF BASEMENT AND SERVICE AREAS:
The basement(s) and service areas, if any, as located within the Project, shall be earmarked by the Company
for purposes such as parking spaces and services including but not limited to electric sub-station,
transformer, DG set rooms, underground water tanks, pump rooms, maintenance and service rooms,
firefighting pumps and equipment's etc. and other permitted uses as per the Project Plans. The Allottee shall
not be permitted to use the services areas and the basements in any manner whatsoever for its personal
and/or exclusive usage, other than those earmarked as parking spaces, and the same shall be reserved for
use by the Maintenance Agency and/or the Company and/or the Association of Allottees for rendering
maintenance services.
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18. OWNERSHIP AND CONVEYANCE:
18.1 The Allottee agree and understand that this Agreement for Sale shall not be construed as a sale or
conveyance under any applicable law and the title to the Retail Space proposed to be allotted shall only be
transferred to the Allottee when (i) a registered tripartite conveyance deed for the Retail Space in the
standard format provided by NOIDA is executed by the Company, NOIDA and the Allottee and (ii) the
intending Allottee has discharged all its obligations including payments of the entire Sale Price including the
IFMS, Replacement Fund, interests (if applicable) for the Retail Space and other applicable charges/dues as
mentioned herein.
18.2 The ultimate transfer of the Retail Space in favour of the Allottee is contingent on the payment of the complete
Sale Price together with all outstanding dues and the due and faithful performance by the Allottee of all its
obligations agreed and undertaken herein.
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18.3 The Allottee shall pay the stamp duty and registration charges for execution of this Agreement and the
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conveyance deed to the Company on demand in writing, within the time period specified by the Company in
such demand notice.
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Provided that, if the Allottee fails to deposit the stamp duty and/or registration charges within the period
mentioned in the aforesaid demand notice, the Company shall be authorized to withhold registration of this
Agreement and the conveyance deed in favour of the Allottee till such time that the payment of stamp duty
and/or registration charges is made by the Allottee to the Company.
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18.4 The Allottee shall be solely responsible and liable for compliance of the provisions of Indian Stamp Act, 1899
(or any amendments or modification thereof) including any actions taken or penalties imposed by the
competent authority(ies). The Allottee further undertakes to indemnify and keep harmless the Company,
against all claims, demands, actions, proceedings, losses, damages, recoveries, judgments, costs, charges
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and expenses, which may be made or brought or commenced against the Company, for any deficiency in
stamp duty in respect of transfer of the Retail Space in favour of the Allottee.
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19. INSURANCE:
The Company shall obtain and maintain insurance for the title and construction of the Plot and the
buildings/towers part of the Project and for the Project including all towers/buildings, including the building in
which the Retail Space is located, against fire, earthquake, riots and civil commotion, terrorism, etc. The
Company shall be liable to pay the premium and charges in respect of the insurance until such time the
Association of Allottees is formed and the insurance is transferred to the benefit of the allottee(s)/Association
of Allottees along with all the relevant documents thereto. Once the insurance is transferred to the benefit of
the Association of Allottees, the proportionate cost of insurance thereof shall be payable by the Allottee
according to the pro-rated Carpet Area of the Retail Space. However, all the personal belongings, fixtures
and valuables whatsoever of the Allottee contained in the Retail Space shall be insured by the Allottee at its
own cost. The cost of insuring the building structures of the Project shall be recovered from the Allottee as a
part of the total Maintenance Charges and the Allottee hereby agrees to pay the same. The Allottee shall not
do or permit to be done any act or thing which may render void or voidable the insurance of any retail space or
any part of the construction/building(s) in the Project or cause increase in the premium to be paid in respect
thereof in which event the Allottee shall be solely responsible and liable for all costs and consequences.
20. RIGHTS AND OBLIGATIONS OF THE ALLOTTEE:
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20.1 Fire Safety
The Company has provided fire safety measures in the Project as per the existing fire safety norms. If,
however, due to any subsequent Central or local legislation(s)/government regulations/order and or
directives or any change in the existing guidelines, it becomes obligatory on the Company to undertake
additional fire safety measures, the Allottee agrees that he shall be liable to pay proportionate charges in
respect thereof.
20.2 Express Rights
That save and except in respect of the Retail Space to be allotted to the Allottee, the Allottee shall have no
claim, right, title or interest of any nature whatsoever or in respect of all or any Common Areas and other
equipment and machinery, etc., forming part of or installed in the Project, which shall be conveyed by way of a
registered conveyance deed to the Association of Allottees.
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20.3 Common Area Possession
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The possession of the Common Areas and other equipment and machinery, etc., forming part of or installed in
the Project, shall remain with the Company, who shall through a Maintenance Agency appointed by it,
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supervise the maintenance of and upkeep of the same until it is transferred to the Association of Allottees as
and when formed under the applicable laws. In the event, any provisions of this Agreement are in
contravention of the provisions of the RERA or the UP Apartment Act then the latter shall supersede the
provisions of this Agreement and govern the rights and obligations covered by this Clause.
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20.4 Electricity, Water and Sewerage Charges
(a) The electricity, water and sewerage charges for the Retail Space shall be borne and paid by the
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Allottee and the Allottee undertakes to pay to the Company and/or Maintenance Agency and/or
Association or Allottees, as the case may be, on demand, the actual cost of the electricity, water and
sewer consumption charges and/or any other charge which may be payable in respect of the Retail
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Space from the date of possession of the Retail Space.
(b) The electrical load in respect of the Retail Space shall be distributed in conformity with the electrical
systems installed by the Company and thereafter the Association of Allottees and/or Maintenance
Agency. In case any additional electricity load or utilities are required by the Allottee, he may request
for the same from the Company and/or Association of Allottees and/or Maintenance Agency, as the
case may be, which may be provided by it, if available, at additional cost and expense to be borne by
the Allottee.
(c) The Allottee undertakes that he shall not apply to the concerned electricity supply company, in his
individual capacity, for receiving any additional load of electricity to the Retail Space other than that
being provided by the Company and/or Association of Allottees and/or Maintenance Agency, as the
case may be.
20.5 Entry Regulations
The Allottee hereby agrees to authorize the Company, Maintenance Agency and/or Association of Allottees,
as the case may be to impose such restriction as it may, at its sole direction, deem fit and proper or as may be
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necessary, restricting the entry of the members of the public into the Project for the purpose of securing the
Project and keeping it safe. In furtherance to the above authorization, the Company or Maintenance
Agency/Association of Allottees as the case may be, may, amongst other action, which may be taken by
them, at their sole discretion, also be deemed to have the right to restrict entry of unlawful or unauthorized
entrants/peddlers/hawkers etc., or any person, whom they consider undesirable, in the Project to avoid
chaos, confusion, vandalism, overcrowding etc. and for security reasons.
20.6 Interior Maintenance
(a) The Allottee shall, after taking possession, be solely responsible to maintain the Retail Space at its
own cost, in good repair and condition and shall not do or suffer to be done anything in or to the
Building, or the Retail Space, or Common Areas which may be in violation of any laws or rules of any
authority or change or alter or make additions to the Retail Space and keep the Retail Space, its walls
and partitions, sewers, drains, pipe and appurtenances thereto or belonging thereto, in good and
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tenantable repair and maintain the same in a fit and proper condition and ensure that the support,
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shelter etc. of the Building is not in any way damaged or jeopardized.
(b) The Allottee shall carry out all the interiors in the Retail Space at his own cost and expense and shall
also have the right to change flooring, wall finish, install partitions, other electrical or electronic
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appliances. The Allottee agrees and understands that the insurance of the interiors of the Retail
Space shall be his responsibility and the Company shall not in any case be held liable for any loss or
damage arising out of or on account of any neglect or omission of the Allottee, his agents, contractor
or any one claiming under him.
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(c) The Allottee shall carryout interior works in the Retail Space in such a manner so as not to cause any
undue nuisance, annoyance or disturbance to the other occupants of the Project. It is made clear to
the Allottee that the interior fit outs/works shall be allowed to be carried out during the fit out period as
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determined by the Company. The Allottee further understands that such interior fit outs/works in the
Retail Space shall not cause any damage to the Retail Space/Project and the existing
structure/systems installed in the Project and the internal air-conditioning, electrical systems,
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plumbing, firefighting system and any other structural/finishing work done internally within the Retail
Space by the Allottee shall not pose any fire, electrical, structural, pollution and health hazards to
other occupants of the Project and in the event any such damage or hazard is caused, the Allottee
shall fully reimburse the Company, the costs of rectification thereof.
(d) The Allottees shall also not change the colour scheme of the outer walls or painting of the exterior
side of the windows or carry out any change in the exterior elevation or design.
(e) The Allottee must not cause or permit or suffer to be done in the Retail Space that may grow to be a
nuisance or annoyance to the owners and occupiers of any adjoining or neighboring retail spaces or
the Building/ Project as a whole including not bring in and bring in, keep or allow to be kept in the
Retail Space any domestic pets or other animals/birds and cause nuisance or annoyance to the
owners and occupiers of any adjoining or neighboring Retail Spaces/property and the community as
a whole.
20.7 The Allottee shall not store any hazardous or combustible goods in the Retail Space and/or the Project or any
part thereof or place any heavy material in the common passages or staircase of the Building. The Allottee
shall also not remove any wall, including the outer and load bearing wall of the Retail Space.
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20.8 Signage
That the Allottee has specifically agreed and understood that the Company shall have absolute right on the
signage inside/outside/near, within or on the face of the Project/ Building or on the area near the Project and
the Company may determine and allow the usage by the Allottee of such signage at its own discretion. The
Company shall have absolute right to identify, earmark and allot such places for affixing signage on the
exterior of the Retail Space. The Allottee shall be responsible to install and maintain such signage, so
allotted by the Company, in a well-lit, legible and in a proper manner at his own cost. The Allottee hereby
specifically agrees that the said allotted space for affixing signage etc., shall be increased, decreased or
modified in any manner at the sole discretion of the Company from time to time and will be architecturally
controlled. The Company may issue such guidelines/directions including but not limited for colour scheme,
style and manner of the signage, proper maintenance and upkeep by the Allottee of such signages from time
to time. The Company may transfer such responsibility of identifying, earmarking and allotment of such
signages to the Maintenance Agency and/or Association of Allottees as the case may be. Upon such
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transfer, the Company shall be released and discharged from all its obligations and responsibilities under
this Clause in respect of the signages. The Allottee further undertakes, assures and guarantees that he
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would not put any sign-board/name plate, neon light, publicity material or advertisement material etc., on
the face/façade of the project or anywhere on the exterior of the Building/Project or Common Areas except
at the places specifically earmarked and allotted by the Company for the same. Further, the Allottee agrees
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to get prior approval of the Company in writing in respect of format, type, design, size and lettering of the
aforesaid sign-board/name-plate, neon-light, publicity material or advertisement material etc.
20.9 The Allottee shall also not change the colour scheme of outer walls or painting of the exterior side of the doors
and windows etc., or carry out any change in the exterior elevation or design. The provisions of this Clause
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are equally applicable to and enforceable against any/all occupiers and/or subsequent
transferees/occupants of the Retail Space. The non-observance of the provisions of this Clause shall entitle
the Company or the Maintenance Agency or Association of Allottees as the case may be, to enter the Retail
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Space, if necessary, and remove all non-conforming fittings, fixtures, paint, colour, etc. at the cost and
expense of the Allottee. The Allottee shall be responsible for any loss or damages arising out of breach of any
of the aforesaid conditions.
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20.10 Bulk supply of electricity
If the permission to receive and distribute bulk supply of electricity in the Project is received by the Company
or Maintenance Agency or Association of Allottees, the Allottee herein undertakes to abide by all the
conditions of the sanction of the bulk supply and to pay, on demand, proportionate share of all deposits or
charges paid or payable by the Maintenance Agency or Association of Allottees, as the case may be, to whom
permission to receive bulk supply and distribute the same is granted. Subject to forgoing, Allottee shall
execute a power supply agreement and/or any other document, as may be required, for the purpose
containing requisite terms and conditions.
20.11 Power Backup
The Company shall install additional equipment for power backup facility, common to all Retail space at no
additional installation cost to the Allottee not exceeding 6 watts per sq.ft. at 70% (seventy percent) load factor
in addition to that for the Common Areas. Further, the said power back facility is an additional feature and the
Allottee herein shall not claim any loss /damage, whether direct or consequential, from the Company in the
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event of default on the part of the Company Maintenance Agency or Association of Allottees, as the case may
be, providing the same or continue to provide the same. In the event the Allottee requires any further power
back up for its appliances/equipment, the Allottee, at its own cost and risk, may install appropriate stabilizers/
uninterrupted power supply in the Retail Space. The said power back up facility shall be usage based and the
Allottee shall regularly pay its proportionate share of costs, charges, expenses etc. incurred by the
Maintenance Agency or Association of Allottees, as the case may be, in providing the same. The Allottee
accepts that it shall not claim any damage/loss, whether direct or consequential, from the Company or
Maintenance Agency or Association of Allottees, as the case may be, providing the same in the event of low
voltage, low frequency, inconsistent or non availability of the same for reasons beyond the control of the
Company or Maintenance Agency or Association of Allottees, as the case may be.
20.12 Association of Allottees:
The Allottee as well as the Company undertakes that they shall to take appropriate steps for formation of the
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Association of Allottees in accordance with the applicable laws.
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20.13 Club
In accordance with the development plan of the Project, the Company proposes to develop a Club for
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recreational purposes and the Allottee shall be entitled to use the same only upon registration as member
on payment of charges as applicable in respect thereof including but not limited to one time Membership/
Registration Charges and other expenses as and when required for this purpose.
20.14 The Allottee shall be responsible for any loss or damages arising out of breach of any of the aforesaid
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conditions.
20.15 The allotment of the Retail Space in favour of the Allottee shall be subject to strict compliance of the
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provisions of this Agreement and any community rules and regulations that may be made by the Company
and/or Association of Allottees for occupation and use of the Retail Space. The Allottee agrees and
acknowledges that the allotment of the Retail Space shall be subject to the strict compliance of any bye laws,
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rules etc. that may be framed by the appropriate government for occupation and use of the Retail Space and
such other conditions as may be applicable under the applicable laws.
21. RIGHT OF THE COMPANY TO TRANSFER THE PROJECT:
The Company shall not transfer or assign his majority rights and liabilities in respect of the Project to any third
party without obtaining prior written consent from two-third allottees, and without the prior written approval of
the UP RERA. Any such transfer or assignment shall not affect the allotment or sale of the Retail Space in
favour of Allottee if made by the Company prior to such transfer or assignment.
22. RIGHT OF ALLOTTEE TO TRANSFER THE RETAIL SPACE:
22.1 The Allottee understands and agrees that it shall not have any right to transfer/assign this Agreement or any
rights and/or obligations herein in favour of any other person without the prior written consent of the
Company. The Company may at its sole discretion permit transfer of the rights under this Agreement by way
of assignment/novation of rights under this Agreement or as permitted under law, in favour of a
nominee(s)/assignee(s)/transferee(s) of the Allottee, on a case to case basis, subject always to payment of
30
the administrative and other charges as decided by the Company or statutorily prescribed. The Allottee and
the proposed nominee(s)/assignee(s)/transferee(s) shall further be required to execute all appropriate
collateral documentation to the complete satisfaction of the Company in the format finalized by it. In the event
the Allottee has obtained finance/loan against the Retail Space from any financial institution/bank, then a no
objection certificate/letter by such financial institution/bank shall be submitted to the Company in a format
approved by it, permitting/consenting to the requested assignment/transfer, by the Allottee.
22.2 In the event that any such request for assignment/transfer of rights under this Agreement is permitted by the
Company, it shall always be subject to the applicable laws, rules, regulations and the directions of any
governmental authority. The Allottee hereby indemnifies and undertakes to keep the Company saved,
indemnified and harmless at all times from any legal, monetary (including liability for any tax, penalty or
duties, etc.), or other adverse consequence whatsoever on account of such permission being accorded by
the Company on the request of the Allottee.
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22.3 In the event of the assignment/transfer of the Allottee's rights under this Agreement, in favour of any third
person as its nominee(s), such nominee(s) shall in turn be bound by all the terms and conditions stipulated
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in this Agreement, any and all document(s) executed in this respect by the Allottee shall be considered as if
the same had been executed by such nominee(s)/assignee(s)/ transferee(s) itself. Any claims or disputes
between the Allottee and its nominee(s)/assignee(s)/transferee(s) as a result of subsequent
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increase/decrease in the Carpet Area of the Retail Space or its location will be settled between them and the
Company will not be a party to the same. The Allottee further agrees that it shall be solely responsible and
liable for all legal, monetary or any other consequences that may arise from such assignment/transfer of
rights under this Agreement. In the event there are any executive instructions, governmental orders, or any
statutory notification, which restricts the transfer/assignment of the rights under this Agreement, the
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Company as well as the Allottee shall be bound to comply with such statutory notification, executive
regulation or governmental orders as the case may be.
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22.4 The Allottee undertakes that in case he transfers his rights and interests in the Retail Space in favour of any
person/company by way of mortgage, tenancy, license, gift or by any other manner after prior permission
from the Company, such person/company so inducted by the Allottee shall be bound by the terms and
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conditions of this Agreement. The Company or its nominee or the Maintenance Agency or the Association of
Allottees as the case may be, shall be entitled to enforce all terms and conditions of this Agreement against
any person/company who has been inducted in the Retail Space by the Allottee to which the Retail Space
was originally sold.
22.5 The Retail Space shall be subject to the U.P. Apartment Act, model bye-laws and the rules framed thereunder
or any statutory enactments or modifications thereof. The Common Areas and facilities and the undivided
interest of each allottee in the Common Areas and facilities, as specified by the Company in the declaration
which may be filed by the Company in compliance of the U.P Apartment Act and/or RERA, shall be conclusive
and binding upon all allottees of the retail spaces in the Project and the Allottee confirms that his right, title and
interest in the Retail Space in the Project shall be limited to and governed by what is specified by the
Company in the said declaration. In this regard, it is made clear by the Company and fully understood by the
Allottee that the declaration to be filed in compliance of U.P. Apartment Act and/or RERA, shall be in strict
consonance with the other Clauses contained herein and, in no manner, shall confer any right, title or interest
in any lands, facilities, recreational and sporting activities, if any, amenities and Project outside the land
beneath the Project. The Allottee has confirmed and assured the Company prior to entering this Agreement
that it has read and understood the U.P. Apartment Act and RERA and its implications in relation to the various
provisions of this Agreement and the Allottee has further confirmed that he is in full agreement with the
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provisions of this Agreement in relation to the U.P. Apartment Act and RERA, and shall at all times comply, as
and when applicable and from time to time, with the provisions of the any other laws dealing with the matter.
22.6 Notwithstanding anything to the contrary in this Agreement the Allottee agrees that the Company shall have
the right of first refusal to purchase the Retail Space from the Allottee during the rent tenure i.e. during the
period of 20 years from the date of execution of the rent agreement to be executed in accordance with Clause
25 of this Agreement.
23. COMPANY'S RIGHT TO RAISE FINANCE:
The Allottee hereby authorizes and permits the Company to raise finance/loan from any Financial
Institution/Bank/Company/Body Corporate/NBFC/ association of persons/individual/ any other body by way
of mortgage/charge/ securitization of receivables if any, accruing or likely to accrue therefrom, subject to the
Retail Space being made free of any encumbrances at the time of execution of the conveyance deed in
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favour of the Allottee. The Company, Financial Institution/Bank/Company/Body Corporate/NBFC shall
always have the first lien/charge on the Retail Space for all its dues and other sums payable by the Allottee or
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in respect of the loan granted for the purpose of the development of the Project. In case of the Allottee, who
has opted for long-term payment plan arrangement with any Financial Institution/ Bank/ Company/ Body
Corporate/ NBFC, the conveyance deed of the Retail Space in favour of the Allottee shall be executed only
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upon the Company receiving a No Objection Certificate (NOC) from such Financial Institution/ Bank/
Company/ Body Corporate/ NBFC.
24. ALLOTTEE'S RIGHT TO RAISE FINANCE:
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24.1 That subject to the restrictions and limitations in the Sub Lease Deed, the Allottee may at its option raise
finances or a loan for purchase of the Retail Space. However, it shall be the responsibility of the Allottee to get
the loan sanctioned and disbursed as per the Payment Plan provided by the Company. In the event, the loan
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is not disbursed or sanctioned or is delayed, the Allottee shall still be liable to make the payments to the
Company as per the Payment Plan. If the Allottee commits any default in making payments to the Company
as per the Payment Plan, the Allottee shall be liable for consequences, including payment of interest @ 12%
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and/or cancellation of the allotment in accordance with Clause 3.8.
24.2 Save and except in the cases where for the purpose of financing the Retail Space for the Allottee, a tripartite
agreement has been executed between the Allottee, bank/financial institution/corporation and the Company
or where the Company has given its permission to mortgage to any bank/ financial institution/corporation for
extending a loan to the Allottee against the Retail Space, the Company shall not be responsible towards any
third party, who has made payments, remittances to the Company on behalf of the Allottee and such third
party shall not have any right in the Retail Space whatsoever. The Company shall issue the payment receipts
only in favour of the Allottee of the Retail Space. Under all circumstances, the Allottee of the Retail Space is
and shall remain solely and absolutely responsible for ensuring and making all the payments due under this
Agreement at all times.
25. LEASING OF RETAIL SPACE:
25.1 The Company and the Allottee have agreed that the Allottee shall lease the Retail Space to the Company
after handover of possession for a period of 20 years.
25.2 The Allottee agrees to execute a rent agreement with the Company in the format annexed herewith as
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Schedule G which shall record the complete understanding and terms and conditions agreed between the
Allottee and the Company with respect to the lease of the Retail Space from the Allottee to the Company.
25.3 The Allottee further agrees, that the Company shall have the right to further sub-lease the Retail Space to any
third-party(ies), on such terms and conditions as the Company deems fit, subject to the Allottee receiving rent
amount as agreed in the aforementioned rent agreement.
25.4 The rent payable by the Company in terms of the rent agreement shall be a fixed amount arrived at by mutual
agreement and the Company acknowledges and agrees that in the event the rent received by the Company
from any sub-lessee is less than the amount of the fixed amount being paid by the Company to the Allottee,
the same shall have no bearing on the rent agreed between the Allottee and the Company.
25.5 The Allottee shall further execute and register in favour of the Company a Special Power of Attorney (“SPA”)
for a term of 20(twenty) years in the format annexed herewith as Schedule H for the purpose of negotiating,
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and to enter into an agreement for further lease/ license of the Demised Premises. The SPA shall authorize
the Company to collect rental/fee as may be solely determined by the Company and on such terms and
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conditions as deemed fit by the Company. The SPA shall also authorize the Company to sign and execute the
documents necessary to consummate the aforesaid transactions, for and on behalf of the Allottee and to
present the same for registration before the office of the concerned Sub-Registrar of assurances, to receive
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rent/fee in the Company's own name, to issue valid receipts etc., and to hand-over possession of the Retail
Space to such prospective tenant/licensee.
25.6 The Allottee hereby agrees and understands that the obligations contained in this Clause 25 forms a material
condition to the Company agreeing to allot and sell the Retail Space to the Allottee. Accordingly the Allottee
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hereby agrees that in the event the Allottee defaults/fails to adhere to the terms of this Clause and execute
and register the Rent Agreement in the format annexed herewith as Schedule G and/or execute and register
the SPA in the format annexed herewith as Schedule H, then the Company shall have the right to (i) seek
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specific performance of this Clause 25; or (ii) terminate this Agreement without any further notice to the
Allottee. In the event of termination of this Agreement under this Clause 25.6, the Company shall have the
right to forfeit 30% of the Sale Price and refund the balance of the Sale Price to the Allottee. Upon refund of the
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balance of the Sale Price to the Allottee, the Allottee shall be left with no right or interest in the Retail Space.
26. COMPLIANCE OF LAWS, NOTIFICATIONS ETC. BY PARTIES:
The Parties are entering into this Agreement for the allotment of the Retail Space with the full knowledge of all
laws, rules, regulations, notifications applicable to the Project.
27. ADDITIONAL CONSTRUCTIONS:
The Company undertakes that it has no right to make additions or to put up additional structure(s) anywhere
in the Project after the Project Plans have been approved by the NOIDA and disclosed on the website of UP
RERA, except with the consent of two-third allottees, not including the Company.
28. INDEMNITY:
28.1 The Allottee agrees and understands that the employees, officials and or any other authorized person of the
Company shall provide relevant and necessary assistance for completing the procedural formalities in
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executing this Agreement. However, the Allottee understands that such assistance rendered by the
Company's employees, officials and or any other authorized person shall be provided for and on behalf of the
Company and the employee, officials or the authorized person shall in no way be responsible in their
individual capacity. The Allottee agrees and undertakes to indemnify and keep and hold the employees,
officials and or authorized person harmless and indemnified from any loss, arising out of or in relation to or in
connection with rendering such assistance.
28.2 The Allottee shall pay, from time to time, and at all times, the amounts which he is liable to pay as agreed and
to observe and perform all the covenants and conditions of this Agreement and to keep the Company and its
agents and representatives, estate and effects, indemnified and harmless against the said payments and
observance and performance of the said covenants and conditions and also against any loss or damages
that the Company may suffer as a result of non-payment, non-observance or non-performance of the said
covenants and conditions by the Allottee.
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28.3 The Allottee shall indemnify and undertakes to keep the Company, its assignees and nominees saved,
indemnified and harmless from and against all consequences resulting from the breach by the Allottee of any
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law or its representations, warranties and undertakings found to be untrue.
29. ENCUMBRANCES:
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Except as provided in Clause 13.1 (c), the Company has not and shall not create any encumbrance and/or
charge and/ or mortgage over the Retail Space and/or the Project after the execution of this Agreement. If any
such encumbrance or mortgage or charge is made or created thereon, then notwithstanding anything
contained in any other law for the time being in force, such mortgage or charge shall not affect the right and
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interest of the Allottee in the Retail Space.
30. COMMISSION:
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In case the Allottee has to pay any commission or brokerage to any person for services rendered by such
person to the Allottee, whether in or outside India, for acquiring the Retail Space for the Allottee, the Company
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shall, in no way whatsoever, be responsible or liable for the same and no such commission or brokerage shall
be deductible from the amount of Sale Price agreed to be payable to the Company for the Retail Space in
terms of this Agreement. Further, the Allottee undertakes to indemnify and hold the Company free and
harmless from and against any or all liabilities and expenses in this connection.
31. AGREEMENT SPECIFIC ONLY TO THE PROJECT:
It is clearly understood and agreed by the Allottee that the provisions of this Agreement are specific and
applicable to the retail spaces offered for sale in the Project “Oh My God” only and these provisions cannot
be read in evidence or interpreted in any manner in or for the purpose of any suit or proceedings before any
court(s), forum(s) or any other judicial or quasi-judicial forum involving any other retail space/
/building(s)/project(s) of the Company and/or its associates/subsidiaries or firms/entities in which the Owner/
and/or Company is a partner or shareholder otherwise interested or deemed to be interested.
32. PROVISIONS OF THIS AGREEMENT APPLICABLE TO OCCUPIERS/SUBSEQUENT PURCHASERS:
It is clearly understood and so agreed by and between the Parties hereto that all the provisions contained herein
and the obligations arising hereunder in respect of the Retail Space/Project, shall equally be applicable to and
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enforceable against any and all occupiers, tenants, licensees and/or subsequent purchasers/ assignees
/transferees of the Retail Space, as the said obligations go along with the Retail Space for all intents and
purposes.
33. RIGHT TO JOIN AS AFFECTED PARTY:
The Allottee agrees that the Company and/or Owner shall have the right to join as an affected party in any
suit/complaint filed before any appropriate court by the Allottee if the Company's /Owner's rights under this
Agreement are likely to be affected/prejudiced in any manner by the decision of the court on such
suit/complaint. The Allottee agrees to keep the Company and/or the Owner fully informed at all times in this
regard.
34. BINDING EFFECT:
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34.1 This Agreement shall not become binding on the Parties until, firstly, the Allottee makes the full and final
payment of the Sale Price in respect of the Retail Space in accordance with the Payment Plan and of any
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other dues pending against the Allottee, secondly the Allottee signs and delivers this Agreement together with
all its schedules along within 30 (thirty) days from the date of receipt of the Agreement from the Company by
the Allottee, and thirdly, this Agreement is duly registered with the concerned Sub-Registrar as and when
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intimated by the Company.
34.2 If the Allottee(s) fails to make the full and final payment of any dues against it to the Company and execute and
deliver to the Company this Agreement within 30 (thirty) days from the date of its receipt by the Allottee and/or
appear before the Sub-Registrar for its registration as and when intimated by the Company, then the
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Company shall serve a notice to the Allottee to rectify the default. If the Allottee fails to rectify the default within
30 (thirty) days from the date of receipt of such notice, the Application of the Allottee shall be treated as
cancelled and all sums deposited by the Allottee in connection therewith excluding the Token Commitment
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Payment and any other amounts of non-refundable nature, shall be returned to the Allottee without any
interest or compensation whatsoever.
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35. ENTIRE AGREEMENT:
This Agreement, along with its schedules, constitutes the entire Agreement between the Parties with respect
to the Retail Space and supersedes any and all understandings, any other agreements, allotment letter,
correspondences, arrangements whether written or oral, if any, between the Parties in regard to the Retail
Space, as the case may be.
36. RIGHT TO AMEND:
This Agreement shall not be amended, altered or modified except by an instrument in writing signed by or on
behalf of all the Parties.
37. APPLICABILITY:
It is clearly understood and so agreed by and between the Parties hereto that all the provisions contained
herein and the obligations arising hereunder in respect of the Retail Space and the Project shall equally be
applicable to and enforceable against and by any subsequent Allottees of the Retail Space, in case of a
transfer, as the said obligations go along with the Retail Space for all intents and purposes.
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38. WAIVER:
38.1 The Company may, at its sole option and discretion, without prejudice to its rights as set out in this Agreement,
waive any breach in making any payments by the Allottee including waiving the payment of interest for
delayed payment. It is made clear and so agreed by the Allottee that exercise of such discretion by the
Company in the case of any allottee shall not be construed to be a precedent and /or binding on the Company
to exercise such discretion in the case of any other allottee.
38.2 Failure or delay on the part of the Parties to enforce at any time or for any period of time the provisions hereof
shall not be construed to be a waiver of any provisions or of the right thereafter to enforce each and every
provision.
39. SEVERABILITY:
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If any provision of this Agreement, is invalid or unenforceable or prohibited by law, it shall be treated for all
purposes as severed from this Agreement and ineffective to the extent of such invalidity or unenforceability,
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without affecting in any way the remaining provisions hereof, which shall continue to be valid and binding.
40. METHOD OF CALCULATION OF PROPORTIONATE SHARE WHEREVER REFERRED TO IN THE
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AGREEMENT:
Wherever in this Agreement it is stipulated that the Allottee has to make any payment, in common with other
allottee/(s) in Project, the same shall be the proportion which the Carpet Area of the Retail Space bears to the
total Carpet Area of the collective retail spaces in the Project.
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41. FURTHER ASSURANCES:
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The Parties agree that they shall execute, acknowledge and deliver to the other such instruments and take
such other actions, in additions to the instruments and actions specifically provided for herein, as may be
reasonably required in order to effectuate the provisions of this Agreement or of any transaction
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contemplated herein or to confirm or perfect any right to be created or transferred hereunder or pursuant to
any such transaction.
42. COUNTERPARTS:
This Agreement shall be executed in two counterparts each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute one and the same instrument. The Owner and
Company shall retain one counterpart and send the second shall be with the Allottee for his reference and
record.
43. EXECUTION:
43.1 The Allottee shall sign and return all copies of this Agreement to the Company 30 (Thirty) days from the date
of its communication by the Company. Thereafter, the Company shall sign and execute this Agreement
through its authorized representative at its office at Noida, Uttar Pradesh. Thereafter or simultaneously, this
Agreement shall be registered at the office of the Sub-Registrar. Hence this Agreement shall be deemed to
have been executed at Noida.
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43.2 If the Allottee fails to execute all copies of this Agreement and return the same thereafter, the Company within
30 (Thirty) days from the date of its communication by the Company, then the Application shall stand
cancelled/terminated at the sole discretion of the Company and the Token Commitment Payment shall stand
forfeited to the Company and the Allottee shall be left with no right, interest or claim in the Application, the
Retail Space and the Company shall, thereafter, be entitled to re-allot the Retail Space to any third party.
44. NOTICES:
44.1 All notices, statements or other communication required or permitted to be given or made under this
Agreement shall be in writing in the English language and delivered by hand or sent by prepaid post with
recorded delivery, email or facsimile transmission addressed to the intended recipient at its address set forth
in Schedule I, or to such other address or facsimile number as any Party may from time to time duly notify to
the other Parties in writing on the set forth in Schedule I.
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44.2 If a notice is delivered by hand during the normal business hours of the intended recipient, it shall be deemed
to have been received at the time of delivery, otherwise on the next business day.
44.3
44.4
44.5
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Any notice required to be made or given hereunder may be signed by an officer, manager or authorized
representative of the Party giving or making the same. No recipient shall be required or obliged to inquire as to
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the authority of the officer, manager or authorized representative so signing.
Any Party may, by notice in writing to the other Parties, change its address in the manner aforesaid.
If any Party fails to notify to the other Part(ies) of any change in address, all communications and letters
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posted at the addresses set forth in Schedule I shall be deemed to have been received by the other Part(ies),
as the case may be.
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45. JOINT ALLOTTEES:
In case of joint Allottees, all communication shall be sent to the Allottee, whose name appears first and all the
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addresses given by him, which shall for the purposes be considered as served on all the Allottees and no
separate communication shall be necessary to the other named Allottee(s). It shall be the responsibility of the
first named Allottee to inform the Company in writing by Registered A.D./UPC/Courier post about any
subsequent changes in its mailing address, if any, failing which all demand notices and letters posted at the
latest address available with the Company will be deemed to have been received by the Allottees within 5
(Five) days from the date of dispatch of the letter or receipt of the letter by the Allottees, whichever is earlier.
The Company on its part shall accordingly be bound to inform the first named Allottee of any change in the
Company's address from the one given above.
46. SAVINGS:
Any application letter, agreement, or any other document signed by the Allottee, in respect of the Retail
Space, prior to the execution and registration of this Agreement, shall not be construed to limit the rights and
interests of the Parties under this Agreement or under any applicable law.
47. GOVERNING LAW:
The rights and obligations of the Parties under or arising out of this Agreement shall be construed and
enforced in accordance with the laws of the Republic of India for the time being in force.
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48. DISPUTE RESOLUTION:
48.1 Dispute Resolution:
This Agreement shall be governed and interpreted by and construed in accordance with the substantive laws
of India, without giving effect to the principles of conflict of applicable law there under. Without prejudice to
Clause 48.2 below, this Agreement shall be subject to the exclusive jurisdiction of the competent courts in
Noida, Gautam Budh Nagar, Uttar Pradesh, India.
48.2 Arbitration:
(a) All claims, disputes, and other matters in question arising out of or related to this Agreement, if
unresolved by/ between the Parties within 30 (thirty) Business Days after which such dispute had
arisen shall be submitted to final and binding arbitration.
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(b) The arbitration proceedings shall be governed by the Arbitration and Conciliation Act, 1996 (as
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amended from time to time) the provisions of which are deemed to be incorporated by reference into
this Clause. The arbitral tribunal shall be presided over by the sole arbitrators appointed by the
Company. The sole arbitrator shall decide any dispute or claim strictly in accordance with the
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substantive laws of India. Any money arbitral awards shall be made and shall be payable in Rupees.
The arbitral award rendered by the sole arbitrator shall be in writing and shall set forth in reasonable
detail the facts of the dispute and the reasons for the sole arbitrators' decision.
(c) Any decision made by the sole arbitrator shall be final, binding and conclusive on the Parties and
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entitled to be enforced to the fullest extent permitted by law and entered in any court of competent
jurisdiction.
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(d) The sole arbitrator shall be requested to award to the prevailing Party all reasonable out-of-pocket
costs and expenses, including without limitation reasonable solicitors' fees and disbursements,
incurred by the prevailing Party in connection with such arbitration. Such costs, expenses, fees and
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disbursements shall be included and made a part of the award recovered by the prevailing Party, if
any. The sole arbitrator shall have the power to award interest on any sum awarded pursuant to the
arbitration proceeds and such sum shall carry interest, if awarded, until the actual payment of such
amounts.
(e) Each Party shall co-operate in good faith to expedite (to the maximum extent practicable) the conduct
of any arbitral proceedings commenced under this Agreement.
(f) Notwithstanding anything herein to the contrary, nothing contained in this Clause shall prevent any
Party from seeking and receiving injunctive relief or interim measures if and to the extent that such
relief or measures are available under applicable law.
IN WITNESS WHEREOF Parties hereinabove named have set their respective hands and signed this agreement
for Sale at Noida, Uttar Pradesh, India in the presence of attesting witness, signing as such on the day of
20 above written.
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Signed and delivered by the within named Company through their duly constituted attorney/authorized signatory
Mr./Ms./Mrs.
(designation) in
presence of the witness, at on D D / M M / Y Y Y Y
On behalf of M/s. BAYA WEAVER LIMITED
Signature:
WITNESSES: Name Signature(s):
[1]
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[2]
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(1) Address: (2). Address:
Landline Number:
Mobile Number:
Email:
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Landline Number:
Mobile Number:
Email:
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Signed and delivered by the within named Allottee [in Individual capacity] in presence of the witness, at
on D D / M M / Y Y Y Y
s AFFIX
PHOTO
HERE
Signature (of the First/Sole Allottee):

AFFIX
PHOTO
HERE
Signature (of the Joint Allottee):
In case of Minor: Acting through

Parent/Guardian____________
Name Name
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[1]
[2]
Landline Number: Landline Number:

Mobile Number: Mobile Number:
Email: Email:
Signature:
on D D / M M / Y Y Y Y
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Signed and delivered by the within named Allottee [other than in Individual capacity] in presence of the witness, at
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Name of authorised Signatory [with stamp]:
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[1]
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[2]

Email: Email:
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Signed and delivered by the within named Owner through their duly constituted attorney/authorized signatory
Mr./Ms./Mrs.
(designation) in presence of the witness, at on D D / M M / Y Y Y Y
On behalf of M/s. ALISA INFRATECH PRIVATE LIMITED
Signature:
[1]
[2]
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Email: Email:
S. No. Schedule
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Description
Schedule Table
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1. A Description of the Retail Space
2. B Description of the Floor Plan
3. C Common Areas
4. D Retail Space Specifications
5. E Sale Price
6. F Payment Plan
7. G Format of Rent Agreement
8. H Format of Special Power of Attorney
9. I Addresses
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SCHEDULE G
RENT AGREEMENT
This Rent Agreement (the “Agreement”) is made and executed on this day of , 20 at
[NOIDA], by and between;
By and Between
Baya Weaver Limited, (CIN No: U70109DL2013PLC258501), a company incorporated under the provisions of the
Companies Act 1956 and having its registered office at 119, B-7, LGF, World Trade Centre, Babar Road, Connaught
Place, New Delhi, Pin Code – 110 001 and its corporate office at 11th Floor, Wave Silver Tower, Sector-18 Noida, Uttar
Pradesh 201301, acting through its authorized signatory Mr.
Aadhaar no. authorized vide board resolution dated D D / M M / Y Y Y Y
hereinafter referred to as the “Company” or "Tenant" (which expression shall unless repugnant to the context or
meaning thereof be deemed to mean and include its successor-in-interest, executors, administrators and permitted
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assignees) of the FIRST PART.
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AND/OR
[If the Lessor is an/are Individual(s)]
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(I) Mr. / Ms.
son / daughter/ wife of
DOB D D / M M / Y Y Y Y resident of
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Aadhaar no: PAN
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**(II) Mr. / Ms.
son / daughter/ wife of
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DOB D D / M M / Y Y Y Y resident of
Aadhaar no: PAN
(hereinafter singly/jointly, as the case may be, referred to as the “Lessor” which expression shall unless repugnant to
the context or meaning thereof, be deemed to include his/her/their respective heirs, executors, administrators, legal
representatives, successors and assigns) of the SECOND PART.
** to be filled up in case of joint Lessors.
Tenant Lessor
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AND/OR
[If the Lessor is a company]
CIN is a company incorporated under the

provisions of the Companies Act, [1956 or 2013, as the case may be], having its registered office at
PAN represented by its authorized signatory,
Aadhaar no: duly authorized vide board resolution
dated D D / M M / Y Y Y Y hereinafter referred to as the “Lessor” (which expression shall unless repugnant
to the context or meaning thereof be deemed to mean and include its successor-in-interest, and permitted assigns)
of the SECOND PART.
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AND/OR
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[If the Lessor is a Partnership]
M/s.
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a partnership firm registered under the Indian Partnership Act, 1932, having its principal place of business at
PAN represented by its authorized partner

Aadhaar no:
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authorized vide
hereinafter referred to as the “Lessor” (which expression shall unless repugnant to the context or meaning thereof
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be deemed to mean and include the partners or partner for the time being of the said firm, the survivor or survivors of
SECOND PART.
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AND/OR
[If the Lessor is a Sole Proprietorship]
M/s.
a sole proprietorship firm owned by
having its principal place of business at

PAN
represented by the said owner Aadhaar no:
Tenant Lessor
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hereinafter referred to as the “Lessor” (which expression shall unless repugnant to the context or meaning thereof be
deemed to mean and include the partners or partner for the time being of the said firm, the survivor or survivors of
SECOND PART.
AND/OR
[If the Lessor is a HUF]
Mr.
Aadhaar no: son of
for self and as the Karta of the Hindu Joint Mitakshara Family known as
H U F having it's place of business/residence at
PAN
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hereinafter referred to as the “Lessor” (which expression shall unless repugnant to the context or meaning thereof be
deemed to mean and the members or member for the time being of the said HUF, and their respective heirs,
executors, administrators and permitted assigns) of the SECOND PART.
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[Please insert details of other Lessor(s), in case of more than one Lessor]
(The Tenant and the Lessor shall collectively be referred to as the “Parties” and individually as a “Party”)
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PREAMBLE
A. That by way of a registered conveyance deed of the description recorded under Annexure A of this
Agreement, the Lessor is the owner of a Retail space in the retail development of the project named as “Oh
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My God” (the “Project”), developed on the plot of land bearing no. C3-A admeasuring 18,898.00 Sq.mts
situated in Sector 129, Jaypee Greens, Wish Town, Noida, Uttar Pradesh (the “Plot”). The owner's Retail
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space in the Project is more particularly detailed under Annexure B of this Agreement and hereinafter
referred to as the “Demised Premises”.
B. That the Tenant being desirous of taking the Demised Premises on rent has approached the
Lessor for the same.
C. The Lessor has agreed to rent the Demised Premises to the Tenant, on the terms and subject to
the conditions hereinafter stipulated.
NOW THEREFORE THIS RENT AGREEMENT WITHNESSETH AND THE PARTIES MUTUALLY COVENANT
WITH EACH OTHER AS UNDER:
Tenant Lessor
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1. GRANT OF TENANCY:
1.1. In consideration of the monthly Rent Amount (as detailed under Annexure C of this Agreement), to be paid
by the Tenant to the Lessor and the other covenants stated hereinafter, the Lessor hereby agrees to grant on
rent the Demised Premises to the Company for the period mentioned under Annexure C (hereinafter
referred to as the 'Rent Term').
1.2. The Rent Term shall commence and be effective from the Agreement Commencement Date mentioned
under Annexure C and shall be valid upto the Agreement Determination Date mentioned under Annexure C.
1.3. During the Rent Term the Tenant shall enjoy quiet and peaceful possession of the Demised Premises, without
disturbances from the Lessor or by any other assignee or any successor-in-interest of the Lessor or by any
other person claiming and/or proving title paramount to the Lessor.
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1.4. The Parties have agreed that the entire Rent Term (twenty years) shall be a lock-in period for the Lessor and
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the Lessor shall not be permitted to terminate this Agreement during the currency of the Rent Term, without
the prior written consent of the Tenant. The Tenant shall not be permitted to terminate this Agreement for a
lock-in period of 3 (three) years from the Agreement Commencement Date.
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1.5. The Lessor hereby agrees that the Tenant shall have the sole right to extend the Rent Term for another period
of [X] years and the Lessor irrevocably agrees to extend the term for the said additional period on the same
terms and conditions as contained herein, subject to [15%] escalation over the last paid Rent Amount.
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1.6. Upon the completion of 20 years, if in case the Rent Term is not extended, the Tenant shall hand over the
Demised Premises after constructing the exterior walls of the Demised Premises in accordance with the
original building plans.
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2. USE OF THE DEMISED PREMISES:
The Tenant shall use the Demised Premises to carry on the Permitted Activity as detailed under Annexure
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C to this Agreement.
3. RENT PAYMENT AND TAXES:
3.1. The Parties have agreed that the Tenant shall have 3 (three) months' rent free fit out period from the
Agreement Commencement Date. Accordingly the Tenant shall start paying the Rent Amount from the Rent
Commencement Date mentioned under Annexure C.
3.2. The Tenant shall pay the Rent Amount to the Lessor by the Rent Due Date (as detailed under Annexure C to
this Agreement) of each Calendar month. In the event the Tenant defaults in paying the Rent Amount by the
Rent Due Date, the Rent Amount (or any unpaid amount of the Rent Amount, as applicable) shall be payable
together with interest at the rate of 12% per annum from the date immediately succeeding the Rent Due
Date and till the date of payment of the Rent Amount (or part thereof, as applicable) by the Tenant to the
Lessor.
Tenant Lessor
45
3.3. It is hereby agreed and acknowledged between the Parties that the Rent Amount shall escalate by 15%
(fifteen percent) over the last paid Rent Amount at an interval of every 3 years.
3.4. The Tenant shall over and above the Rent Amount pay the following charges/amounts (the “Other Charges”)
pertaining to the Demised Premises:
(a) telephone charges, electricity charges and any other utilities/services availed (as applicable)
in the Demised Premises as per actual bills directly to the appropriate authority.
(b) all taxes, GST (if and as applicable), dues, levies, cess, impose, charges and any other dues
that have been raised by or due to any statutory, legal, government, regulatory local or other
authorities in respect of the Rent Amount.
(c) all taxes, levies, charges, impose and any other dues on account of the Tenant conducting its
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business activities as stated herein from the Demised Premises.
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4. RIGHT OF FIRST REFUSAL:
4.1 The Lessor hereby agrees and undertakes not to effect sub-lease (/sale) of the Demised Premises without
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the prior written consent of the Company.
4.2 Notwithstanding anything to the contrary contained herein, the Company (acting directly or through its
nominee) shall have the right of first refusal to purchase the Demised Premises from the Lessor.
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4.3 If the Lessor intend to sell the Demised Premises at any time to any third party (the "Proposed Acquirer"),
the Lessor shall, prior to the proposed sale, first offer the Demised Premises by a notice in writing (the "Sale
Notice"), to the Company. The Sale Notice shall set out the price at which the Lessor is offering to sell the
a
Demised Premises to the Proposed Acquirer (the “Offer Price”).
4.4 Within a period of fourteen (14) days from receipt of the Sale Notice (the "Offer Period"), the Company shall
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send the Lessor a notice indicating whether it accepts or refuses the offer of the Lessor and in case the
Company accepts the offer of the Lessor the notice shall also contain the other material terms with respect to
the purchase of the Demised Premises and the proposed date of consummation of the proposed sale (which
date shall be no later than 45 (forty five) days from the date of the such acceptance notice), or as otherwise
agreed in writing by the Parties mutually.
4.5 In the event the Company accepts the offer of the Lessor, the same shall constitute a binding agreement
between the Parties to sell and purchase the Demised Premises at the Offer Price.
Tenant Lessor
46
4.6 In the event that the Company refuses the offer of the Lessor, then the Lessor shall have a period of 45 (forty
five) days from the date of receipt of the refusal notice from the Company, to execute the conveyance deed in
favour of the Proposed Acquirer at a price which shall not be lower than the Offer Price communicated to the
Company and on terms and conditions not more favourable than those offered by the Lessor to the Company.
Further, such Acquirer shall attorn to the terms of this Agreement and the Maintenance Agreement.
4.7 If the Lessor fails to sell the Demised Premises to the Proposed Acquirer within such 45 (forty five) day period
as per the terms in the clause above, it shall again offer the Demised Premises to the Company under this
Clause 4 and in the manner as detailed above.
5. MAINTENANCE AND OTHER CHARGES:
5.1 During the Rent Term, the Tenant shall pay the applicable common area maintenance charges applicable to
the Demised Premises over and above the Rent Amount.
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5.2 The common area Maintenance Charges shall be as detailed under Annexure C, or as may be decided by
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the appointed maintenance agency from time to time.
5.3 The said Maintenance Charges shall be directly payable to the appointed maintenance agency.
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5.4 The Parties agree that the Tenant shall enter into a maintenance and services agreement to record the
detailed terms and conditions for provision, receipt and terms of the maintenance services in the Project.
5.5 The Rent Amount and applicable Maintenance Charges shall be exclusive of charges for consumption of
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electricity, water payments and other utility charges which shall be paid by the Tenant directly to the
authorities concerned and give the receipt of the payments to the Lessor on a monthly basis, or as instructed.
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5.6 The Lessor agrees that the Lessor shall have no right to terminate the maintenance and services deed during
the Rent Term.
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6. RIGHT TO USE, ASSIGNMENT & SUB TENANCY:
6.1 Right to Use:
The Tenant shall have the right to permit employees of persons/ entities/ companies/ firms with whom
theTenant has a business relationship to use the Demised Premises purely on a license basis for the limited
purpose of conduct of business from Demised Premises.
Tenant Lessor
47
6.2 Assignment of Tenancy:
At any time during the currency of the Rent Term, the Tenant shall have the right to assign its tenancy rights in
the Demised Premises for the unexpired tenure of the Rent Term subject to the assignee attorning to the
terms of this Agreement and the maintenance agreement entered into by and between the Company and the
maintenance agency.
6.3 Sub Tenancy:
At any time during the currency of the Rent Term, the Tenant shall have the right to appoint sub tenant(s) in the
Demised Premises for the unexpired tenure of the Rent Term, on the terms and conditions as the Tenant
deems appropriate, subject to the sub tenant attorning to the terms of this Agreement and the maintenance
agreement entered into by and between the Company and the maintenance agency.
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6.4 Notwithstanding such grant of right to use the Demised Premises by the Tenant under Clause 6.1 above
and/or the creation of sub tenancy in terms of Clause 6.3 above, the Tenant shall solely be liable for the
l
performance of all its duties and for the discharge of all its obligations and responsibilities towards the Lessor
under this Agreement and such grant of right as aforesaid shall neither release nor exonerate the Tenant from
its obligations under this Agreement.
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6.5 The Lessor shall further execute and register in favour of the Company a Special Power of Attorney (“SPA”)
for the purpose of negotiating, and to enter into an agreement for further lease/ license of the Demised
Premises in the manner detailed above under this Clause 6. The SPA shall authorise the Company to collect
rental/fee as may be solely determined by the Company and on such terms and conditions as deemed fit by
m
the Company. The SPA shall also authorize the Company to sign and execute the documents necessary to
consummate the aforesaid transactions, for and on behalf of the Lessor and to present the same for
registration before the office of the concerned sub- registrar of assurances, to receive rent/fee in the
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Company's own name, to issue valid receipts etc., and to hand-over possession of the said Demised
Premises to such prospective tenant/licensee.
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7. REPRESENTATIONS WARRANTIES AND COVENANTS BY THE PARTIES:
7.1 Each of the Parties hereby covenants, represents and warrants to the other as follows:
(a) This Agreement has been duly executed and delivered by the Parties and the execution and delivery
by the Parties constitutes a valid, legal and binding agreement between the Parties, enforceable
against the other Party in accordance with its terms.
Tenant Lessor
48
(b) The execution, delivery or performance by either Party of this Agreement will not violate (i) any
judgment, order, law or regulation applicable to either Party, or (ii) result in breach, or constitute a
default, under any indenture, mortgage, deed of trust or any other condition or agreement applicable
to either Party.
(c) There are no suits or other proceedings pending or threatened before the court or any regulatory
authority, board or any Governmental authority against or affecting either Party, that if adversely
decided would have an adverse effect on the ability of either Party to fulfil the obligations hereunder.
7.2 The Lessor hereby represents, warrants and covenants with the Company as follows:
(a) The Lessor is the lawful owner of the Demised Premises and has full power and authority to enter into
this Agreement.
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(b) The Lessor shall at all times abide by the Noida Rules and Regulations.
l
(c) The Tenant shall be allowed to display its Name Plate / Insignia inside the Building at the entrance of
the Demised Premises and such display would be without any charge.
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(d) The Lessor / maintenance agency undertakes to keep the Demised Premises insured at its own costs
during the Rent Term. However, all other assets of the Tenant (inside the Demised Premises) will be
insured by the Tenant at its own costs.
m
(e) The Tenant shall maintain the Demised Premises in a good condition and further undertakes to, at its
sole cost, incur all expenses towards minor repairs and replacements. The Lessor undertakes to
carry out any major structural changes and to incur expenditure towards the same.
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(f) The Tenant shall be allowed to carry out modifications in the Demised Premises /combine the
Demised Premises with other Retail spaces/ bifurcate the Demised Premises etc. as may be required
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for its business needs and the Lessor shall have no objection to the same.
(g) During the currency of the Rent Term, the Lessor shall not:
(i) Interfere or deal with such third party sub-tenant/licensee/assignee of the Tenant in any
manner whatsoever.
(ii) Enter into any negotiations or agree to hand-over possession of the Demised Premises to
any third party and/or to allow any third party to use and/or occupy the Demised Premises
and/or enter into any arrangement of renting/licensing etc., with respect to the Demised
Premises.
Tenant Lessor
49
(h) The Tenant shall have the right to deal with the Demised Premises in the manner detailed under this
Agreement without any interference from the Lessor.
7.3 The Tenant hereby represents warrants and covenants with the Lessor as follows:
(a) The Tenant shall at all times during the currency of the Rent Term abide by the Noida Rules and
Regulations.
(b) The Tenant shall not use the Demised Premises or any part thereof for any dangerous, noxious, noisy
or offensive trade business, manufacture or occupation or for any illegal or immoral act or purpose
and the Demised Premises shall be used only for Permitted Activity.
(c) The Tenant shall permit the Lessor and its authorised agents at all times during the currency of this
Agreement to exercise without interruption or interference any of the rights granted to them by virtue
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of the provisions of this tenancy including to inspect the Demised Premises or any part thereof.
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(d) The Tenant shall not make any alteration in the Demised Premises or any part thereof which
damages the basic structure of the Demised Premises.
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8. DISPUTE RESOLUTION:
8.1 This Agreement shall be governed and interpreted by, and construed in accordance with the
substantiveapplicable law of India.
m
8.2 This Agreement shall be subject to the exclusive jurisdiction of the competent courts in Noida, Gautam Budh
Nagar, India.
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9. ARBITRATION:
The Parties agree to negotiate in good faith to resolve any dispute between them arising from or in
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connectionwith this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of
the Parties within 30 (thirty) days from when notice of dispute was first given, the disputes or differences shall
be submitted to final and binding arbitration at the request of either of the disputing Parties upon written notice
to that effect to the other Parties. In the event of such arbitration:
(a) The arbitration shall be in accordance with the Arbitration and Conciliation Act, 1996, in force at the
relevant time (which is deemed to be incorporated into this Agreement by reference).
Tenant Lessor
50
(b) The Parties shall submit the dispute to, and such arbitration will be administered by the Delhi
International Arbitration Centre. (DAC) The arbitration will be conducted and administered in
accordance with the DAC Rules, which are incorporated herein by this reference. To the extent that
the provisions of this Clause are inconsistent with the DAC Rules, the provisions of this Clause will
prevail.
(c) The Lessor and the Company shall jointly nominate the sole arbitrator to adjudicate the disputes from
the DAC panel of arbitrators. In the event the Lessor and the Company are unable to agree upon the
sole arbitrator from the DAC panel of arbitrators, the sole arbitrator shall be appointed in accordance
with the DAC Rules.
(d) The sole arbitrator shall decide any dispute or claim strictly in accordance with the substantive
applicable law of India. Any money arbitral awards shall be made and shall be payable in Rupees.
The arbitral award rendered by the sole arbitrator shall be in writing and shall set forth in reasonable
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detail the facts of the dispute and the reasons for the arbitral tribunals' decision.
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(e) The arbitral tribunal shall be requested to award to the prevailing Party all reasonable out-of-pocket
costs and expenses, including without limitation reasonable advocate's fees and disbursements,
incurred by the prevailing Party in connection with such arbitration. Such costs, expenses, fees and
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disbursements shall be included and be made a part of the award recovered by the prevailing Party, if
any. The arbitral tribunal shall have the power to award interest on any sum awarded pursuant to the
arbitration proceeds and such sum shall carry interest, if awarded, until the actual payment of such
amounts.
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(f) Each Party shall co-operate in good faith to expedite (to the maximum extent practicable) the conduct
of any arbitral proceedings commenced under this Agreement.
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(g) Notwithstanding anything herein to the contrary, nothing contained in this Clause shall prevent any
Party from seeking and receiving injunctive relief or interim measures if and to the extent that such
relief or measures are available under applicable law.
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(h) The Parties further agree that all disputes arising from this Agreement shall be clubbed together and
be referred to the sole arbitrator for adjudication.
(i) The seat of arbitration shall be New Delhi.
(j) All proceedings of such arbitration shall be in the English language.
Tenant Lessor
51
10. MISCELLANEOUS:
10.1 Counterparts:
This Agreement shall be executed in two or more counterparts as mutually decided by the Parties, each
of which shall constitute the original but all of which when taken together shall constitute one and the
same Deed.
10.2 Notices:
(a) All notices, statements or other communication required or permitted to be given or made under this
Agreement shall be in writing in the English language and delivered by hand or sent by prepaid post
with recorded delivery, or facsimile transmission addressed to the intended recipient at its address
set forth below, or to such other address or facsimile number as any Party may from time to time duly
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notify to the other Parties in writing on the address first mentioned above.
l
(b) If a notice is delivered by hand during the normal business hours of the intended recipient, it shall be
deemed to have been received at the time of delivery, otherwise on the next business day.
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(c) Any notice sent by facsimile shall be deemed to have been received by the Party to whom it was sent
on the business day of transmission with confirmed answerback.
(d) Any notice required to be made or given hereunder may be signed by an officer, manager or
authorized representative of the Party giving or making the same. No recipient shall be required or
m
obliged to inquire as to the authority of the officer, manager or authorized representative so signing.
(e) Any Party may, by notice in writing to the other Parties, change its address or facsimile number in the
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manner aforesaid.
10.3 Stamp Duty & Registration Charges:
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It is agreed that the cost/expenses of the stamp duty and registration charges on this Agreement will be borne
by the Lessor.
10.4 Amendment:
This Agreement shall not be amended, altered or modified except by an instrument in writing signed by or on
behalf of all the Parties.
Tenant Lessor
52
10.5 Severability:-
If any provision of this Agreement is invalid or unenforceable or prohibited by law, it shall be treated for all
purposes as severed from this Agreement and ineffective to the extent of such invalidity or unenforceability,
without affecting in any way the remaining provisions hereof, which shall continue to be valid and binding.
10.6 Further Assurances:-
The Parties undertake to each other to execute and perform all such deeds, documents, assurances, acts
and all things necessary or desirable to consummate or implement expeditiously the transactions
contemplated by, and the agreements and understanding contained in this Agreement.
10.7 No Waiver:-
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No failure to exercise and no delay in exercising on the part of any of the Parties any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or
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privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
IN WITNESS WHEREOF, the Parties have entered into this Memorandum of Understanding the day, month
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and year first above written.
Signed by BAYA WEAVER LIMITED In the presence of
Authorised Signatory:
Name:
Designation: Director
a m By:
Name:
Address:
Signed by LESSOR
s In the presence of
By:
Name:
Address:
Tenant Lessor
53
Annexure A
Conveyance Deed
S.No Heading Details
1. Date of Conveyance/Sub Lease Deed
2. Conveyance/Sub Lease Deed Registration Details
Annexure B
Demised Premises
S.No Heading Details
e
1. Block/Tower : [ ___________________________ ]
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2. Retail space No. : [ ___________________________ ]
3. Retail space Area : [ ___________________________ ] Sq.mts
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4. Car Parking Slot : [ ___________________________ ]
Annexure C
Lease Terms
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Clause No. Heading Particulars
1.1 Rent Amount Rs. _________________/- per month exclusive of GST
a
1.1 Rent Term 20 (twenty) years
1.2 Agreement Commencement Date : [ ___________________________ ]
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1.2 Agreement Determination Date Upon expiry of twenty years from the Agreement
Commencement Date.
2 Permitted Activity [Retail]
3.1 Rent Commencement Date Upon expiry of three months from the Agreement
Commencement Date.
3.2 Rent Due Date 7th day of each Calendar Month With a grace period
of 15 days
6.2 Maintenance Charges Rs. _______________________/- per sq.ft per month
Tenant Lessor
54
Schedule H
SPECIAL POWER OF ATTORNEY

TO ALL TO WHOM THESE PRESENTS SHALL COME, I/We, [insert name and details of the Owner] (hereinafter
referred to as the “Owner” or the “Executants”), SEND GREETINGS.
WHEREAS the Owner is the titleholder of a commercial Retail space as detailed under Annexure A annexed
herewith (the “Retail Space”) in the project named as “Oh My God” (the “Project”),developed on the plot of land
bearing no. C3-A admeasuring 18,898.00 Sq.mts situated in Sector 129, Jaypee Greens, Wish Town, Noida, Uttar
Pradesh.
AND WHEREAS in furtherance of the terms of the builder buyer agreement executed between the Parties pertaining
to the Retail space, the Parties have executed a Rent Agreement dated D D / M M / Y Y Y Y (the “Rent
Agreement”) for the lease of the Retail space by the Owner to Baya Weaver Limited, (CIN No:
e
U70109DL2013PLC258501), a company incorporated under the provisions of the Companies Act 1956 and having
its registered office at 119, B-7, LGF, World Trade Centre, Babar Road, Connaught Place, New Delhi, Pin Code – 110
l
001 and its corporate office at 11th Floor, Wave Silver Tower Sector-18 Noida, Uttar Pradesh Pin Code 201301 (the
“Company” or “Baya Weaver”).
p
AND WHEREAS in light of the aforesaid understanding reached between the Parties under the Rent Agreement, the
Owner is now executing this power of attorney in favour of the authorised representatives of Baya Weaver to do all
such acts and deeds more particularly enumerated hereunder to lease the Retail space to a tenant of Baya Weaver's
choice, for a period and on the terms as deemed fit and proper by Baya Weaver in its sole discretion.
m
NOW KNOW YE ALL AND THESE PRESENTS SHALL WITNESSETH that I/We the Owner, hereby irrevocably
appoint Mr. and
Mr. the
a
authorised representatives of Baya Weaver (hereinafter called the “Attorney” or “Baya Weaver”) to be the true and
lawful attorney of the Owner and to act severally, for the Owner and on behalf of the Owner and to do all the following
acts and things or any of them and to exercise all or any of the powers hereby conferred for the purpose of further
s
renting/sub-leasing/sub-letting/assigning/licensing of the Retail space and matters related thereto in accordance with
the terms and conditions of the Rent Agreement, that is to say:
1. To negotiate, and to enter into an agreement for further leasing/ licensing of the Retail space on such
rental/fee as may be solely determined by the Attorney and on such terms and conditions as may be agreed,
from time to time by and between the Attorney and such prospective tenant/licensee.
2. To sign and execute the documents including rent/lease agreement, leave and license agreement, deeds,
agreement, memorandum of understanding, etc. with the prospective tenant/lessee/licensee for the lease of
the Retail space.
3. To modify, alter and amend and finalize the rent agreement, lease agreements, leave and license agreement,
deeds, agreement, memorandum of understanding, etc. with the prospective tenant/lessee/licensee for the
lease of the Retail space.
55
4. To deal with all the government authorities/local authority including sub-registrar of assurances for the
purpose of registration of the lease agreement, rent agreements, leave and license agreement, etc. with the
prospective tenant/lessee/licensee for the lease of the Retail space.
5. To register at the office of the Sub-Registrar of Assurances or any other Registering Authority, and to receive
the same under the Attorney's own signature, when it has been registered and to do all acts, deeds and things
which the Attorney shall consider necessary for leasing/ licensing of the said Retail space as fully and
effectually in all respects as the Executant could do the same by itself.
6. To communicate with the prospective tenant/lessee/licensee and give instructions to the prospective
tenant/lessee/licensee with respect to the deposit of payment/s to be made to Baya Weaver, in respect of the Retail
space.
7. To receive, appropriate, expend as applicable the rent/lease payment and security deposit payable against
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the lease/rent/license etc. of the Retail space in its own name, to issue valid receipts etc., and to handover
possession of the said Retail space to such prospective tenant/licensee, and also for filing affidavit, give
l
declarations etc., for and on behalf of the Executant, for the said purpose.
8. To do or cause to be done or execute or cause to be executed all other acts, deeds and things which may be
p
deemed to be necessary or proper or expedient for purposes of renting/sub-leasing/sub
letting/assigning/licensing of the Retail space.
9. To appoint from time to time one or more Attorneys or Attorney with the same or limited powers and remove
such substitute or substitutes at Baya Weaver's discretion.
m
10. To sub-delegate the power given to them by this Power of Attorney to any individual or organization as Baya
Weaver may deem fit.
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AND GENERALLY to do and perform all acts, deeds, matters and things as our said Attorney in its absolute
discretion may deem fit, necessary and convenient for all or any of the purposes aforesaid and for giving full effect to
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the powers herein above contained as full and effectually as we the Owner in our own person could have done.
AND WE HEREBY UNDERTAKE at all times to ratify and confirm all and whatsoever our said Attorney shall
lawfully do or cause to be done for the sub-leasing/sub-letting/assigning/licensing of the Retail space by virtue of
these presents.
And we do hereby agree and declare that the power granted under or pursuant to this Power of Attorney shall be
irrevocable for a period of twenty years from its execution.
IN WITNESS WHEREOF, I/We the above named Executant have signed this Special Power of Attorney at
_________ on this the _____ day of ______ 20___in the presence of the following witnesses:
EXECUTANT WITNESSES:
1.
2.
56
Annexure A
Retail Space Details
1. Retail Space No: Details
2. Floor No.: : _______________
3. Tower/Block: : _______________
4. Super Area: : _______________ Sq.mtr
5. Carpet Area: : _______________
6. Any other relevant details: : _______________
p l e
a m
s
57
Schedule I
Addresses
Registered Office:
119, B-7, LGF, World Trade Centre, Babar Road, Connaught Place, New Delhi, Pin Code – 110001.
Corporate Office:
11th Floor, Wave Silver Tower, Sector-18, Noida, Uttar Pradesh, Pin Code 201301.
p l e
a m
s
58
p l e
a m
s
Corporate Office:
11 Floor, Wave Silver Tower Sector- 18, Noida Uttar Pradesh - 201301
th
Call Us: +91-9650791000

Email: customercare@bayaweaver.in

X Noida BBA

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BUILDER

This Agreement for Sale (the “Agreement”) is executed on this day of , 20

[If the Allottee is an Individual(s)]

**(II) Mr. / Ms.

PAN (hereinafter singly/jointly, as the case

** to be filled up in case of joint purchasers.

Allottee(s) Company Owner

[If the Allottee is a Company]

CIN is a company incorporated under the

PAN , represented by its authorized signatory,

Aadhaar no: duly authorized vide board resolution

a m , represented by its authorized partner

[If the Allottee is a Sole Proprietorship]

having its principal place of business at

Allottee(s) Company Owner

[If the Allottee is a Society]

Allottee(s) Company Owner

G. The Allottee has, vide application no. dated D D / M M / Y Y Y Y (the “Application”)

Allottee(s) Company Owner

Allottee(s) Company Owner

“Agreement” shall mean this Agreement for Sale.

“Allottee EOD” shall have the meaning ascribed to it in Clause 11.2.

“Application” shall have the meaning ascribed to it in Recital G.

“Commitment Date” shall have the meaning ascribed to it in Clause 10.2.

“Company EOD” shall have the meaning ascribed to it in Clause 11.1.

“Delay Interest” shall have the meaning ascribed to it in Clause 10.2.

“FEMA” shall have the meaning ascribed to it in Clause 6.1.

“Force Majeure” shall have the meaning ascribed to it in Clause 10.4.

“GPA” shall have the meaning ascribed to it in Recital D.

"Grace Period” shall have the meaning ascribed to it in Clause 10.2.

“IFMS” shall have the meaning ascribed to it in Clause 14.7.

“Lease Deed” shall have the meaning ascribed to it in Recital A.

“Maintenance Agency” shall have the meaning ascribed to it in Clause 14.2.

Allottee(s) Company Owner

“Maintenance Charges” shall have the meaning ascribed to it in Clause 14.2.

“NOIDA” shall have the meaning ascribed to it in Recital A.

“Notice of Termination” shall have the meaning ascribed to it in Clause 12.2(b).

“Payment Plan” shall have the meaning ascribed to it in Clause 3.6(a).

“PLC” shall have the meaning ascribed to it in Clause 3.5 (a).

“Plot” shall have the meaning ascribed to it in Recital A.

“Project Plans” shall have the meaning ascribed to it in Recital J.

"Replacement Fund” shall have the meaning ascribed to it in Clause 14.8.

“Retail Space Specifications” shall have the meaning ascribed to it in Recital I.

“Retail Space” shall have the meaning ascribed to it in Recital G.

“Sub Lease Deed” shall have the meaning ascribed to it in Recital B.

“UP RERA” shall have the meaning ascribed to it in Recital F.

2.2 Unless the context of this Agreement otherwise requires:

(b) Words of either gender shall include the other gender.

Allottee(s) Company Owner

3. SALE OF THE RETAIL SPACE AND SALE PRICE:

Allottee(s) Company Owner

Allottee(s) Company Owner

3.4 MODE OF PAYMENT:

For making Net Payment

Name BAYA WEAVER LIMITED ESCROW A/C

Allottee(s) Company Owner

Allottee(s) Company Owner

4. GARAGES/ CAR PARKING:

Allottee(s) Company Owner

6. COMPLIANCE OF LAWS RELATING TO REMITTANCES:

Allottee(s) Company Owner

10. POSSESSION OF THE RETAIL SPACE:

Allottee(s) Company Owner