ZIALE

Head 3
Conveyancing and Legal Drafting

Lecture 7 Assignments –General

principles

January 2022
Barnaby B. Mulenga
 Drafting of Deeds

 What is an Assignment
 Formal parts of an Assignment
 Drafting the Deed of
Assignment
 Lodgement Schedule
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 Assignment
 What is an assignment?
 A transfer or making over to another of the whole
of any property, real or personal, in possession or
in action, or of any estate or right therein.
Bostrom v. Bostrom, 60 N.D. 792, 236 N.W. 732,
734. (Black’s Law Dictionary)
 A deed which effects the Transfer of Property
from a Vendor to the Purchaser
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 Formal Parts of the Assignment
 DATE THIS ASSIGNMENT is made the day of Two …
 PARTIES BETWEEN CHARLES CHIBWE of ... (hereinafter called “the
Vendor”) of the one part and SHARON DAKA
of ... (hereinafter called “the
Purchaser”) of the other part
 RECITALS WHEREAS ...
 TESTATUM NOW THIS INDENTURE WITNESSETH ...
 CONSIDERATION In pursuance of the said agreement and in consideration of the
sum of ..
 RECEIPT The receipt of which sum the Vendor hereby
acknowledges
 OPERATIVE The Vendor as Beneficial Owner hereby assigns unto the
Purchaser
 PARCELS ALL THAT ...
 HABENDUM TO HOLD the same unto the Purchaser
 RESTRICTIONS SUBJECT to....................................................
 PURCHASERS’
/INDEMNITY The Purchaser hereby covenants with the Vendor............
 TESTIMONIUM IN WITNESS whereof the said parties have hereto set their
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 Date Clause
 Draft as:

 THIS INDENTURE made the day of Two thousand and

 NOT as:

 THIS ASSIGNMENT made the day of Two thousand and

 NOTE:
 Date to always be in words
 Date not inserted but usually left blank as date of Assignment is date
when it is lodged with the Lands and Deeds Registry in order to be
within the Law
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 Parties Clause
 Parties clause depends on the parties to the Assignment and differs from case
to case.

 GENERAL PARTIES CLAUSE:

 BETWEEN MICHAEL LUNGU of Lusaka in the Lusaka Province of the Republic
of Zambia (hereinafter called “the Vendor”) of the one part and SARA CHONYA
also of Lusaka aforesaid (hereinafter called "the Purchaser") of the other
part.

 ASSIGNMENT TO SOCIETY:
B E T W E E N MAGICAL HANDS LIMITED a Company incorporated in Zambia
and having its Registered office at Lusaka (hereinafter called “the Vendor”) of the
one part and GOLD VESSEL REGISTERED TRUSTEES a body corporate
established under the Land (Perpetual Succession) Act (hereinafter called “the
Purchaser”) of the other part.
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 Parties Clause cont’d
 ASSIGNMENT BY LIQUIDATOR:
 BETWEEN NKONGOLE ZAPAKA LIMITED (in liquidation) a company
incorporated in Zambia and having its registered office at Lusaka in the Lusaka
Province of the Republic of Zambia (hereinafter called “the Vendor”) acting
through NOEL ZIMBA of Lusaka in the Lusaka Province of the Republic of
Zambia the duly appointed Liquidator of NKONGOLE ZAPAKA LIMITED
(hereinafter called “the Liquidator”) of the one Part AND JOHN PHIRI of Kitwe
in the Copperbelt Province of the Republic of Zambia (hereinafter called “the
Purchaser”) of the other part

 ASSIGNMENT BY MORTGAGEE:
 B E T W E E N TRUSTED BANK ZAMBIA LIMITED a Company incorporated
in Zambia and having its Registered office at Lusaka (hereinafter called “the
Vendor”) of the one part and REFERENDUM ZULU and CLAIRE ZULU both
of Lusaka in the Lusaka Province of the Republic of Zambia (hereinafter called
“the Purchasers”) of the other part
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 Parties Clause cont’d
 ASSIGNMENT BY RECEIVER:
 BETWEEN THE SOUTHERN MARKETING LIMITED a
Company incorporated in Zambia and having its
registered office at Lundazi (hereinafter called “the
Company”) of the first part BRIGHT MWENSO of
Lusaka in the Lusaka Province of the Republic of
Zambia (hereinafter called “the Receiver”) of the
second part and BORIS WELLINGTON of Kent in the
United Kingdom (hereinafter called “the
Purchaser”) of the third part
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 RECITALS
 100 YEARS LEASE OR STATUTORY LEASE
The Vendor is a tenant or lessee of a term of one hundred years from the first day of July one thousand
nine hundred and seventy five created by the Land (Conversion of Titles) Act 1975 at a rent reserved SUBJECT
TO the conditions and covenants in part one to the first schedule of the Land (Conversion of titles) Regulations
1975

 99 YEARS LEASE OR PRESIDENTIAL LEASE

By a Lease (hereinafter called "the Lease") dated the Twenty Seventh day of September, One
Thousand Nine Hundred and Eighty-Nine and made between The President of the one part and the
vendor of the other part ALL THAT the hereditaments and premises more particularly described in
the schedule hereto (hereinafter called "the Premises") were demised to the said Vendor for the term of
ninety nine years (99years) from the first day of September one thousand nine Hundred and eighty-nine
at the rent reserved and the covenants conditions and stipulationscontained in the said Lease
 Recitals Clause
 Property converted from fee simple to statutory lease:
 WHEREAS immediately prior to the commencement of the Land (Conversion of Titles) Act 1975
(hereinafter called “the Act”) the Vendor was seized of the hereditaments described in the
Schedule hereto (hereinafter called “the Property”) for an estate in fee simple in possession
subject to the exceptions reservations (other than the perpetual yearly rent charge or any part
thereof) restrictions restrictive covenants and conditions contained in an Indenture of
Conveyance dated the Ninth day of June One thousand Nine hundred and Fifty and made
between ELISABETTA BETTINA MARRAPODI of the one part and WILLIAM STEINBERG of the
other part so far as the same are still subsisting and affect the said land and subject also to the
restrictive and other covenants contained in an Indenture of Conveyance dated the Twenty-
Fourth day of February One Thousand Nine Hundred and Fifty-Six and made between WILLIAM
STEINBERG of the one part and GERALD BEAMAN of the other part so far as the same are still
subsisting and affect the said land
 AND WHEREAS by virtue of Section 5 of the Act the Vendor’s legal estate in fee simple was
converted to a statutory Leasehold as defined in the Act for a term of One hundred (100) years
from the First day of July One Thousand Nine Hundred and Seventy-Five
 AND WHEREAS the The Vendor has agreed to sell the said piece of land to the Purchaser for the
sum of One Hundred Thousand Kwacha (K100,000.00)

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 Recitals Clause cont’d
 Assignment for Statutory Lease:
 WHEREAS
 1. The Vendor is the tenant or lessee of the hereditaments more particularly described in
the Schedule hereto (hereinafter called “the Property”) for the residue now unexpired of the
term of One Hundred (100) years from the First day of July One thousand Nine Hundred and
Seventy Five created by the Land (Conversion of Titles) Act 1975 (hereinafter called “the Act”)
at the rent reserved and SUBJECT to the covenants and conditions contained in Part 1 of the
First Schedule to the Land (Conversion of Titles) Regulations 1975 AND SUBJECT to the
exceptions reservations restrictions restrictive covenants and conditions contained in an
Indenture of Grant Final Title made between his Majesty of the one part and LIONEL JAMES
MARSTON of the other part and dated the Thirty-first day of March 1975 so far as the same are
still subsisting and affect the said property AND SUBJECT ALSO to the restrictive covenants and
the right of way and with the benefit of the right of way contained in an indenture of
conveyance made between CHARLENE POTGIETER of the of the first part ALEXANDER
PRETORIUS of the second part and DALE MOTORS LIMITED of the third part and dated the
Fifteenth December, 1955.
 2. The Vendor has agreed to sell the said piece of land to the Purchaser subject as
aforesaid but otherwise free from encumbrances for the sum of One Million Two Hundred
Thousand Kwacha (K1,200,000.00).
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 Recitals Clause cont’d
 Assignment for Presidential Lease:
 WHEREAS
 1. By a Lease (hereinafter called “the Lease”) dated the Twenty Seventh day of
September, One Thousand Nine Hundred and Eighty-Nine and made between The
President of the one part and FIVE CAR HIRE ZAMBIA LIMITED of the other part ALL
THAT the hereditaments and premises more particularly described in the schedule
hereto (hereinafter called “the Premises”) were demised to the said FIVE CAR HIRE
ZAMBIA LIMITED for the term of 99 years from the First day of September One
Thousand Nine Hundred and Eighty-Nine at the rent reserved and the covenants
conditions and stipulations contained in the said Lease.
 2. The premises comprised in and demised by the Lease are now vested in the
Vendors for the residue of the term of years created by the Lease subject to the rent
covenants and conditions contained in the Lease
 3. The Vendors have agreed with the purchaser for the sale to the Purchaser of
the said premises subject as aforesaid but otherwise free from encumbrances at the
price of Five Million Five Hundred Thousand Kwacha (K5,500,000.00)

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 Recitals Clause cont’d
 Assignment for former city council lease:

 Section 6 of the Lands Act provides for the surrender of land held by a Council –

6. (1) Subject to subsection (2), all land held by a Council on a lease

including that which has been subleased, for a period of ninety-nine years
or less shall, by virtue of this Act and without further assurance or
conveyance, be deemed to have been surrendered to the President and
the sub-lessee be deemed to hold that land, as if a direct lease had
been granted by the President.
(2) Subject to subsection (3) the sublessee referred to in subsection (1)
shall be deemed to hold land on the conditions and
convenants of the lease granted to the Council, except that the
lessee shall pay such annual ground rent to the President as
may be prescribed by statutory instrument.
(3) Subsection (1) shall not apply to land held by the Councils for their
own use or held under the Housing (Statutory Improvement Areas) Act.
Cap. 194 ZIALE Head 3 - Lesson 7
 Recitals Clause cont’d
 Assignment for former city council lease:
 WHEREAS
 1. Immediately prior to the commencement of the Lands Act 1995 (hereinafter called
“the Act”) the property described in the Schedule hereto was demised to the Vendor for a
term of 99 years (less the last 3 days thereof) from the Eighth day of July, One thousand
Nine Hundred and Sixty-Nine Subject to the payment of the rent and covenants and
conditions contained in a Lease (hereinafter called “the Lease”) dated the Twentieth day
of May One thousand Nine hundred and Sixty-nine and made between THE CITY COUNCIL
OF LUSAKA of the one part and DAVE BROWN of the other part.
 2. The said piece of land comprised in and demised by the Lease is now vested in the
Vendor for the residue of the term of years created by the Lease.
 3. By virtue of section 6 of the Act the Vendor is deemed to hold the said property
from the President for the term of 99 years from the said date and upon the same
covenants and conditions as mentioned in the Lease.
 4. The Vendor has agreed to sell the premises comprised in and demised by the
Lease to the Purchaser for the residue of the term of years created by the Lease at the
Price of Nine Million Kwacha (K9,000,000.00).

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 Recitals Clause cont’d
 Assignment of Sub-division:
 WHEREAS The Vendor is the tenant or lessee of the land more particularly described in
the First Schedule hereto (hereinafter called “the said Land”) for the unexpired
residue of term of 100 years from the First day of July One Thousand Nine hundred and
Seventy-five created by the Land (Conversion of Titles) Act 1975 (hereinafter called
“the Act”) at the rent reserved and subject to the covenants and conditions now
existing or from time to time prescribed by Statutory Regulation made pursuant to the
Act
 AND WHEREAS the Vendor has subdivided the said land into two portions, being the
Remaining Extent of Subdivision 12 of Subdivision L of Farm 34a and Subdivision A of
Subdivision 12 of Subdivision L of farm No. 34a

 AND WHEREAS the Vendor has agreed with the Purchaser for the sale to the
Purchaser of Subdivision A of Subdivision 12 of Subdivision L of farm No. 34a and more
particularly delineated and described in the Second Schedule hereto at the price of
two million Kwacha (K2,000,000.00)

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 Recitals Clause cont’d
 Assignment by Liquidator:
 W H E R E A S:
 1. By a Lease (hereinafter called “the Lease”) dated the Thirty-first day of March,
One thousand nine hundred and Forty-seven and made between His Majesty of the
one part and MARGARET THATCHER AND COMPANY LIMITED of the other part ALL
THAT the hereditaments and premises more particularly described in the schedule
hereto (hereinafter called “the Premises”) were demised to the said MARGARET
THATCHER AND COMPANY LIMITED for the term of 99 years from the First day of
October One Thousand Nine Hundred and Forty-six at the rent reserved and the
covenants conditions and stipulations contained in the said Lease.
 2. At an Extraordinary General meeting a Special Resolution was made to
liquidate the company and Moses Muntanga of Price WaterHouseCoopers was elected
as the Liquidators of the Company.
 3. The Liquidator has agreed in the name and on behalf of the Company with the
Purchasers for the sale of the premises to the Purchasers for the sum of One Hundred
and Five Million Kwacha (K5,000,000.00).

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 Recitals Clause cont’d
 Assignment by Personal Representative:
 W H E R E A S:
 SAIDI LWANGA (hereinafter called “the Testator”) was the tenant or lessee for the unexpired
residue of a term of 99 years from the First day of October One thousand Nine Hundred and
Sixty-three created by a Lease made the Eighth day of May, One thousand Nine Hundred and
Sixty-five and made between the President of the Republic of Zambia of the one part and the
Testator of the other part (hereinafter called “the said Lease”) of ALL THAT piece of land
described in the Schedule hereto at such rent and on such terms and conditions and such
covenants hereinafter mentioned.
 AND WHEREAS the Testator died on the Ninth day of November One thousand nine hundred
and Eighty- six having by his will appointed STICKYFINGERS MABONZO to be the Executor and
Trustee thereof.
 AND WHEREAS Letters of Administration were granted to the Vendor out of the Probate
Registry of the High Court for Zambia on the Fourth day of February One thousand nine
hundred and Ninety-five.
 AND WHEREAS the Vendor has agreed with the Purchaser for the sale to him of the
unexhausted improvements erected on the said hereditaments subject as hereinafter
mentioned but otherwise free from encumbrances at the price of Thirty thousand United
Stated Dollars (US$30,000.00).
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 Recitals Clause cont’d
 Assignment by Mortgagee:
 WHEREAS
 1. At the date of the Mortgage and Further Charge next hereinafter recited SALADI PETROLEUM
LIMITED (hereinafter called “the Mortgagor”) was tenant or lessee of the premises more particularly
described in the Schedule hereto (hereinafter called “the Property”) for the residue then unexpired of
the term of 99 years from the First day of October One Thousand Nine Hundred and Fifty-five by virtue of
a Lease dated the Seventh day of November One thousand nine hundred and Fifty-five and made
between Her Majesty of the one part and BRIAN CHESHIRE of the other part at the rent reserved and the
covenants conditions and stipulations contained in the said Lease
 2. By a Mortgage dated the Fifth day of September, One Thousand Nine Hundred and Ninety-five
and a Further Charge dated the Fourteenth December, One Thousand Nine Hundred and Ninety-five
(hereinafter collectively called “the Mortgages”) and made between the Mortgagor of the one part and
the Vendor of the other part the said Property was demised by the Mortgagor unto the Vendor by way of
mortgage to secure the payment and discharge on demand of all monies and liabilities then or thereafter
owing and incurred by the Mortgagor to the Vendor upon any account whatsoever together with interest
thereon at the rate specified in the Mortgages and all other monies secured by the Mortgages
 3. By a High Court Consent Judgment and Order Absolute granted on the Fifteenth day of January
One Thousand Nine Hundred and Ninety-eight the Vendor was granted the right to sell the said property
 4. The Vendor has agreed with the Purchasers for the sale of the said Property to the Purchasers at
the price of Six million Kwacha (K6,000,000.00) for all the residue now unexpired of the said term

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 Recitals Clause cont’d
 Assignment by Receiver:
 WHEREAS
 1. By a Lease (hereinafter called “the Lease”) dated the Twenty-first day of October One
thousand nine hundred and Sixty-seven and made between The President of the one part and
CHILESHE BWALYA of the other part the property described in the Schedule hereto was demised
to the said CHILESHE BWALYA for the term of 99 years from the First day of May One thousand
nine hundred and Sixty-seven subject to the exceptions reservations restrictions restrictive
covenants conditions mentioned contained or referred to in the said Lease
 2. The premises comprised in and demised by the Lease are now vested in the Company for
the residue of the term of years created by the Lease subject as aforesaid
 3. The Company issued on the Ninth day of June One thousand nine hundred and Ninety-
five a Debenture (hereinafter called “the Debenture”) in favour of NDALAMA BANK LIMITED
(hereinafter called “the Debenture Holder”) to secure the principal sum of Five hundred and
Fifty Thousand Kwacha (K550,000.00) and interest thereon as therein mentioned and charged all
its property and assets whatsoever with the payment of the principal money and interest thereby
secured and by the terms of the Debenture it was provided that at anytime after the principal
money thereby secured should have become payable the Debenture Holder may appoint by
writing any person to be receiver of the property charged by the Debenture and it was also
provided by the terms of the Debenture that a receiver so appointed should have power
amongst other things to sell or concur in selling any of the property charged by the debenture
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 Recitals Clause cont’d
 Assignment by Receiver: (Cont’d)
 4. The principal money secured by the Debenture became payable on demand by the
Debenture Holder
 5. By an instrument in writing dated the Thirtieth January, One thousand nine hundred
and Ninety-six the Debenture Holder appointed the Receiver to be Receiver and Manager of all
the property charged by the Debenture
 6. The Receiver has agreed with the Purchaser for the sale to Purchaser of the said
leasehold property for all the residue now unexpired of the term created by the Lease at the
price of Two Hundred Thousand Kwacha (K200,000.00)
 7. Credit Bank (In Liquidation) instituted proceedings under Cause No. 1995/HP/1234
against inter alia the Company as first defendant and the Purchaser as second defendant
claiming that the Receiver was not entitled to sell the property to the Purchaser as it had an
equitable mortgage over the property
 8. By a Consent Order of the High Court for Zambia dated Second May Two thousand and
Three Credit Bank (In Liquidation) through its Liquidator consented to the property being sold
to the Purchaser by the Receiver
 9. For the purpose of effectuating such sale the Company has agreed to join in this
assignment in the manner hereinafter appearing

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 RECITALS SUMMARIZED
TYPE 1: FIRST ALLOCATEE TYPE 2: SUBSEQUEST OWNER
WHEREAS : WHEREAS :
1. LEASE 1. LEASE
2. CONSIDERATION 2. NOW VESTED CLAUSE
3. CONSIDERATION

TYPE 3: PERSONAL REPRESENTATIVE TYPE 4: MORTGAGEE

WHEREAS : WHEREAS :
1. LEASE 1. LEASE
2. DEATH OF TESTATOR 2. MORTGAGE
3. LETTERS OF 3. COURT ORDER TO FORECLOSE & SALE
ADMINSTRATION/PROBATE 4. CONSIDERATION
4. CONSIDERATION
 RECITALS SUMMARIZED
TYPE 5: SUBDIVISION TYPE 6: COUNCIL LEASE
WHEREAS : WHEREAS :
1. LEASE 1. LEASE
2. SUBDIVIDED INTO TWO NAMELY A 2. NOW VESTED CLAUSE
AND B 3. SECTION 6(6) OF THE LANDS ACT
3. CONSIDERATION SELLING 4. CONSIDERATION
SUBDIVISION A

TYPE 7: LIQUIDATOR TYPE 4: COMBINATION EG MORTGAGEE

WHEREAS : SELLING A SUBDIVISION
1. LEASE WHEREAS :
2. EGM + SPECIAL RESOLUTION + 1. LEASE
MOSES(PWC) 2. MORTGAGE
3. CONSIDERATION 3. COURT ORDER TO FORECLOSE & SALE
4. SUBDIVIDED INTO TWO NAMELY A & B
5. CONSIDERATION SELLING B
 Testatum, Consideration and Receipt Clauses
 Testatum: NOW THIS INDENTURE WITNESS as follows:

 Consideration: In pursuance of the said agreement and in

consideration of the sum of Twelve Thousand Nine Hundred
Kwacha (K12,900.00) now paid by the Purchaser to the Vendor

 Receipt: the receipt of which sum the Vendor has

acknowledges

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Operative Parcels, Habendum and Restrictions Clauses
 Operative: the Vendor as Beneficial Owner HEREBY ASSIGNS
unto the Purchaser

 Parcels: ALL AND SINGULAR the Property more particularly

delineated and described in the Schedule hereto

 Habendum: TO HOLD the same together with the unexhausted

improvements thereon unto the Purchaser for the said
unexpired residue of the said term created by the Act subject as
aforesaid and

 Restrictions: SUBJECT TO all statutory restrictions now imposed

or to be imposed in respect thereof.
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 Assignment – 100 Years
Testatum, Consideration, Receipt, Operative, Parcels, Habendum and
Restrictions Clauses in an Assignment for 100 year lease

 NOW THIS DEED WITNESSETH as follows:

 In pursuance of the said agreement and in consideration of the sum of One
Million Two Hundred Thousand Kwacha (K1,200,000.00) paid by the Purchaser
to the Vendor (the receipt whereof the Vendor hereby acknowledges) the
Vendor as Beneficial Owner HEREBY ASSIGNS unto the Purchaser ALL THAT the
property described in the schedule hereto SUBJECT TO the right of way and
with the benefit of the right of way contained in the said Indenture of
Conveyance made between CHARLENE POTGIETER of the first part Alexander
Pretorius of the second part and DALE MOTORS LIMITED the third part and
dated the Fifteenth December One Thousand Nine Hundred and Fifty-five TO
HOLD the same unto the Purchaser for the residue of the said term of One
hundred (100) years SUBJECT to the payment of the yearly rent and the lessees
covenants and conditions prescribed in respect thereof.
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 Assignment – Presidential Lease
Testatum, Consideration, Receipt, Operative, Parcels, Habendum and
Restrictions Clauses in an Assignment for a Presidential lease

 NOW THIS DEED WITNESSETH as follows:

 1. In pursuance of the said agreement and in consideration of the sum of
Five Million Five Hundred Thousand Kwacha (K5,500,000) paid to the Vendors
by the Purchaser (the receipt whereof the Vendors hereby acknowledge) the
Vendors as Beneficial Owners HEREBY ASSIGN unto the Purchaser ALL AND
SINGULAR the piece of land comprised in and demised by the Lease together
with all buildings erected thereon TO HOLD the same unto the Purchaser for
the residue of the term of years created by the Lease SUBJECT to the payment
of the rent and to the covenants on the part of the Lessee and the conditions
and stipulations in the Lease reserved and contained and henceforth on the
part of the Lessee to be paid performed and observed.
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 Assignment – Tenants in common
Testatum, Consideration, Receipt, Operative, Parcels, Habendum and
Restrictions Clauses in an Assignment for Tenants in Common

 NOW THIS DEED WITNESSETH as follows:

 In pursuance of the said agreement and in consideration of the sum of Fifteen
Million Kwacha (K15,000,000.00) paid by the Purchasers to the Vendor (the
receipt whereof the Vendor hereby acknowledges) the Vendor as Beneficial
Owner HEREBY ASSIGNS unto the Purchasers ALL THOSE the properties described
in the schedule TO HOLD the same unto the Purchasers as Tenants in Common in
equal shares for the residue of the said term of years
 SUBJECT to the payment of the yearly rent and covenants and conditions
prescribed under the Land (Conversion of Titles) Regulations 1975 and as amended
from time AND SUBJECT ALSO to the exceptions reservations restrictions
restrictive covenants and conditions contained in an Indenture of Grant of Final
Title dated Eighth day of June One Thousand Nine Hundred and Twenty-six and
made between His Majesty of the one part and JACOB MARTINS of the other part
so far as the same are still subsisting and affect the said land.
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 Assignment – Common Leasehold Scheme
Testatum, Consideration, Receipt, Operative, Parcels, Habendum and Restrictions Clauses in an
Assignment for a Common Leasehold Scheme

 NOW THIS DEED WITNESSETH as follows:

 In pursuance of the said agreement and in consideration of the sum of Seventeen Million One
hundred thousand kwacha (K17,100,000.00) paid by the Purchaser to the Vendor (the receipt
whereof the Vendor hereby acknowledges) the Vendor as Beneficial Owner HEREBY ASSIGNS unto
the Purchaser ALL THAT the property described in the Schedule TO HOLD the same unto the
Purchaser for the residue of the said term of years SUBJECT to the interest endorsed in the
Common Leasehold Schemes Register and to such other interest by-laws easements and restrictions
implied or created by the Common Leasehold Schemes Act 1994 together with the benefit of and
SUBJECT ALSO to the rights and obligations to the imposed there under as varied by the Common
Leasehold declaration entered in the said Register on the Eighth day of August One Thousand Nine
hundred and Ninety-six and SUBJECT ALSO to the payment of the yearly rent and covenants and
conditions prescribed under the Land (Conversion of Titles) Regulations 1975 and as amended from
time to time AND SUBJECT ALSO to the exceptions reservations restrictions restrictive covenants
and conditions mentioned contained in an Indenture of Grant of Final Title dated Seventh day of
May One Thousand Nine Hundred and Fourteen and made between The British South Africa
Company of the one part and GIOVANNI BATTISTA MARRAPODI of the other part so far as the same
are still subsisting and affect the said land
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 Assignment – By Personal Representative
Testatum, Consideration, Receipt, Operative, Parcels, Habendum and
Restrictions Clauses in an Assignment by a Personal Representative

 NOW THIS DEED WITNESSETH as follows:-

 In pursuance of the said agreement and in consideration of the sum of Thirty
thousand United States Dollars (US$30,000,00) now paid by the Purchaser to
the Vendor (the receipt whereof the Vendor hereby acknowledges) the Vendor
as Personal Representative HEREBY ASSIGNS unto the Purchaser ALL AND
SINGULAR the property described in the Schedule hereto TO HOLD the same
UNTO the Purchaser henceforth for the residue now unexpired of the said
term of Nine-nine (99) years created in the Lease SUBJECT to the exceptions
reservations restrictions restrictive covenants and conditions contained or
referred to in the said Lease so far as the same are still subsisting and affect the
said land.
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 Assignment – By Mortgagee
Testatum, Consideration, Receipt, Operative, Parcels, Habendum and Restrictions
Clauses in an Assignment by Mortgagee

 NOW THIS INDENTURE WITNESSETH as follows:

 In consideration of the sum of Sixty Million Kwacha (K60,000,000.00) paid by the
Purchasers to the Vendor (the receipt whereof the Vendor hereby acknowledges) the
Vendor as Mortgagee in exercise of the power of sale contained in the Mortgages and
conferred on it by statute and of all other powers enabling it HEREBY ASSIGNS unto
the Purchasers ALL AND SINGULAR the said Property together with all unexhausted
improvements thereon TO HOLD the same unto the Purchasers as joint tenants for all
the residue now unexpired of the term of years SUBJECT to the exceptions
reservations restrictions restrictive covenants and conditions mentioned contained or
referred to in a Lease dated Eighteenth November One Thousand Nine Hundred and
Ninety-five and made between The President of the Republic of Zambia of the one
part and RONALD GEORGE DAVID CURTIS of the other part

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 Assignment – By Receiver
Testatum, Consideration, Receipt, Operative, Parcels, Habendum and Restrictions
Clauses in an Assignment by Receiver

 NOW THIS DEED WITNESSETH as follows:-

 1. In consideration of the sum of Eighteen Million Kwacha (K18,000,000.00) paid
by the Purchaser with consent of the Company to the Receiver (the receipt whereof
the Receiver and the Company hereby respectively acknowledge) the Company as
Beneficial Owner by direction of the Receiver HEREBY ASSIGNS unto the Purchaser
the property comprised in and demised by the Lease TO HOLD the same unto the
Purchaser for all the residue now unexpired of the created by the Lease SUBJECT
henceforth to the payment of the rent reserved by and the performance and
observance of the covenants on the part of the Lessee and the conditions contained in
the Lease but free from the said charge in favour of the Debenture Holder and from all
claims in respect thereof
 2. The Receiver covenants with the Purchaser that he has not done or knowingly
suffered or been party or privy to any act or thing whereby the Company is prevented
from assigning the property hereinbefore assigned in the manner aforesaid
ZIALE Head 3 - Lesson 7
 Indemnity Clause
 Example 1
 2. The Purchaser HEREBY COVENANTS with the Vendor that the Purchaser its successors
in title and assigns will hence forth at all times hereafter save harmless and keep the Vendor
and his heirs and assigns indemnified from and against all proceedings costs claims damages
and expenses whatsoever on account of any mission or any breach of any of the statutory
impositions or restrictions hereinbefore referred to.

 Example 2
 2. The Purchaser with the object and intention of affording to the Vendors and their
successors a full sufficient indemnify in respect of the rent covenants and conditions reserved
and contained in the Lease but not further or otherwise covenant with the vendors as follows:
 (a) to pay the reserved rent henceforth to become payable in respect of the premises
 (b) to perform and observe all the covenants and conditions henceforth on the part of the
Lessee to be performed and observed
 3. The necessary consent in writing to the Assignment hereby made has been duly
obtained and Property Transfer Tax paid to the Collector of Taxes
 4. It is hereby certified that for the purpose of any duty payable the aggregate amount or
value of the consideration for this transaction does not exceed Five Million Five Hundred
Thousand Kwacha (K5,500,000)
 NOTE: Clauses 3 and 4 are always included before the Testimonium clause
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 Indemnity Clause
 Example 3
 2. The purchasers HEREBY COVENANT with the Vendor that the Purchasers and
each of them will at all times henceforth duly pay all such rent becoming due and
observe and perform the said convenants and conditions on the part of the lessee to
be observed and performed and also will at all times henceforth save harmless and
keep indemnified the Vendor from and against all proceedings costs claims and
expenses on account on any omission to pay the said rent or any breach of the said
covenants conditions.

 Example 4
 2. The Purchaser HEREBY COVENANTS with the Vendor that the Purchaser and
his assigns will at all times henceforth duly pay all such rent becoming due and
observe and perform the said covenants and conditions on the part of the lessee to be
observed and performed and also will at all times henceforth save harmless and keep
indemnified the Vendor from and against all proceedings costs claims and expenses on
account on any omission to pay the said rent or any breach of the said covenants and
conditions
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 Indemnity Clause
 Example 5 – Assignment by Liquidator
 2. The Purchasers with the object and intention of affording to the company and
its successors a full sufficient indemnify in respect of the rent covenants and
conditions reserved and contained in the Lease but not further or otherwise covenant
with the Company as follows:
(a) to pay the reserved rent henceforth to become payable in respect of the
premises.
(b) to perform and observe all the covenants and conditions henceforth on
the part of the Lessee to be performed and observed.
 3. The Liquidator HEREBY COVENANTS with the Purchasers that the Liquidator
has not executed or done or knowingly suffered or been party or privy to any deed or
thing whereby or by means whereof the subject matter of this Assignment or any part
thereof is or may be impeached charged affected or incumbered in title estate or
otherwise or whereby or by means whereof the Company is in anywise hindered from
assigning the subject - matter of this agreement in the manner in which it is
hereinbefore expressed to be assigned.
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 Indemnity Clause
 Example 6 – Assignment by Personal Representative
 AND the Purchaser will henceforth during the continuance of the said term pay
the rent reserved and perform and observe the said covenants on the part of
the Lessee and conditions prescribed in respect of the said property by the
regulations and will at all times keep the Vendor effectively indemnified against
all actions and proceedings damage expense and demands whatsoever by
reason or on account of the non-payment of the said rent or any part thereof
or the breach non-performance or non-observance of the said covenants and
conditions or any of them the Vendor HEREBY DECLARES that he has not
previously hereto given or made any assignment or assent in respect of any
legal estate in the property hereby assigned or any part thereof and the Vendor
HEREBY ACKNOWLEDGES the right of the Purchaser to the production of the
Probate of the said Will of the Testator (the possession of which is retained by
the Vendors) and the delivering of copies thereof.

ZIALE Head 3 - Lesson 7

 Indemnity Clause
 Example 7 – Assignment by Mortgagee
 2. The Purchasers hereby jointly and severally covenant with the Vendor that they
will henceforth during the continuance of the said term pay the rent reserved by and to
perform and observe the covenants on the part of the lessee and the conditions from time
to time prescribed by Statutory Regulation and will at all times keep the Mortgagee and its
successors effectually indemnified against all actions and proceedings costs damages
expenses claims and demands whatsoever by reason or on account of the non payment of
the said rent or any part thereof or the breach or no observance of the said covenants or
conditions or any of them

 Example 6 – Assignment by Receiver

 3. The Purchaser with the object and intention of affording to the Company and the
Receiver and their successors in title a full sufficient indemnity in respect of the rent
covenants and conditions reserved and contained in the Lease but not further or
otherwise covenants with each of them as follows:
(a) To pay the reserved rent henceforth to become payable in respect of the
premises
(b) To perform and observe all the covenants and conditions
henceforth on the part of the Lessee to be performed and observed
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 Testimonium Clause
 Both Individuals:
 IN WITNESS whereof the Vendor and the Purchaser have hereunto set their hands and
seals the day and year first before written.

 Both Companies:
 IN WITNESS whereof the Vendor and the Purchaser have caused their respective
common seals to be hereunto affixed the day and year of before written.

 Assignment by Liquidator:
 IN WITNESS whereof the Company (acting by the Liquidator) has caused its Common
Seal to be hereunto affixed and the other parties hereto have hereunto set their
respective hands and seals the day and year first before written.

 Assignment by Receiver:
 IN WITNESS whereof the Vendor has caused its Common Seal to be hereunto affixed
and the Purchaser and Receiver have hereunto set their hands and seals the day and
year first before written
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 Schedules
SCHEDULE

THE SCHEDULE HEREINBEFORE REFERRED TO:

 ALL THAT piece of land in extent four thousand one hundred and
ninety (4190) square metres more less being the Remaining Extent
of Subdivision No. 281 of Farm No. 441 situate near Lusaka in the
Central Province of the Republic of Zambia which piece of land is
more particularly delineated and described on diagram No. 814 of
1989 annexed to the Certificate of Title relating thereto EXCEPT
AND RESERVED all minerals oils and precious stones whatsoever
upon or under the said land.

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 Schedule
 Assignment of Sub-division and multiple properties:
SCHEDULE
 THE FIRST SCHEDULE hereinbefore referred to:
 ALL THAT piece of land in extend 5.7850 hectares more or less being Subdivision 12 of
Subdivision L of Farm No. 34a situate at Lusaka in the Lusaka Province of Zambia
which piece of land is more particularly delineated and described on Diagram No. 101
of 1972 annexed to the Certificate of Title issued in respect of the said piece of land
TOGETHER with all unexhausted improvements thereon EXCEPT and RESERVED all
minerals oils and precious stones whatsoever upon or under the said land.

 THE SECOND SCHEDULE hereinbefore referred to:
 ALL THAT piece of land in extent 2.8925 hectares more or less being Subdivision A of
Subdivision 12 of Subdivision L of Farm No. 34a situate at Lusaka in the Lusaka
Province of Zambia which piece of land is more particularly delineated and described
on Diagram No. 1237 of 1996 annexed hereto TOGETHER with all unexhausted
improvements thereon EXCEPT and RESERVED all minerals oils and precious stones
whatsoever upon or under the said land.
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 Attestation Clause
 By individuals:

SIGNED SEALED and DELIVERED )

by the said BUPE CHAMA ) …………………………….
in the presence of: )

WITNESS
Name: …………………………….
Address: ………………………….
Occupation: ………………………

SIGNED SEALED and DELIVERED )

by the said PRECIOUS LUBU ) ………………………….
in the presence of: )

WITNESS
Name: …………………………….
Address: ………………………….
Occupation: ………………………

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 Attestation Clause
By Companies:
THE COMMON SEAL of )
STICKYFINGERS LIMITED )
was hereunto affixed )
in the presence of: )

DIRECTOR: ……………………….

SECRETARY: ………………………

THE COMMON SEAL of )

TRUST WORTHY LIMITED )
was hereunto affixed )
in the presence of: )

DIRECTOR: ……………………….

SECRETARY: ………………………
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 Attestation Clause
Assignment by Liquidator:
THE COMMON SEAL of MONEY MAKERS LIMITED )
was hereunto affixed to this Deed by the direction )
of the said Liquidator and in his presence: )

WITNESS
Name: …………………………….
Address: ………………………….
Occupation: ………………………

SIGNED SEALED and DELIVERED by the said )

MUTALE CHIGUNTA in the presence of: )

WITNESS
Name: …………………………….
Address: ………………………….
Occupation: ………………………

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 Attestation Clause
Assignment by Receiver:
THE COMMON SEAL of THE SOUTHERN )
MARKETING LIMITED was hereunto )
affixed in the presence of BRIGHT )
MWENSO (Receiver) )

SIGNED SEALED and DELIVERED by )

BRIGHT MWENSO in the presence of: ) ……………………………….

WITNESS
Name: …………………………….
Address: ………………………….
Occupation: ………………………

SIGNED SEALED and DELIVERED by )

BORIS WELLINGTON in the presence of: ) ……………………………….

WITNESS
Name: …………………………….
Address: ………………………….
Occupation: ………………………
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Questions?

Thank you for your attention

ZIALE – Head 3 - Lesson 7