Agreement to Purchase and Sell Land
This Agreement is made at ………………………………………………………. of …………………………………. on the ………………. by and between :
……………………………………. represented by ……………….…… authorized director, having a registered address at ………………………..………………………………………..
hereinafter referred to as "Seller" of the one part, and
……………………………………. represented by …………..……….. authorized director, having a registered address at ………………………………………………….……………… hereinafter referred as "Purchaser" of the other part.
NOW THEREFORE, the parties hereto agree as follows:
1. Seller is the owner of a piece of land having title deeds No. …….…………………… located at ……………………………………………………………………………………….
having an area …… rai ………..ngarn and ……. Square wah, and ngarn and ……….. Square wah respectively, totaling …… rai, ….... ngarn and ……. square wah together with any structures erected thereon and items shown on the inventory at Appendix A (hereinafter referred as the "Land"). The structures erected thereon are comprised of 1) an office building/warehouse totaling ….. (…) floors, with a total area, of ………. square meters, 2) a factory building totaling …….… floor, with a total area of …….. square meters and 3) a guard dormitory totaling floor, with a total area of square meters. A true copy of title deeds Nos. …………………… and ………….. are attached hereto at Appendix B. A true copy of the details of the Land together with the buildings erected thereon are attached hereto at Appendix C.
2. Seller agrees to sell and Purchaser agrees to buy the Land as mentioned in Clause 1 at the price of Baht ………. ( ……………….. ). Purchaser agrees to pay in installments into Seller's bank account No. …………………………….at the ………………..….. as follows:
The first Installment in the sum of Baht ………….. (……………………) when the Purchaser has obtained the Board of Investment ("BOI") certificate required under Clause 3 hereof payable within seven (7) business days from the date of receipt of the BOI certificate provided that Purchaser shall have received from Seller a copy of Seller's shareholders' resolutions or other satisfactory internal documentation authorising the transfer of Land to Purchaser hereunder.
The Second Installment or the remaining price of the Land shall be paid on the date of registration of the transfer of the …………… Land title deeds, which shall be made 14 days after the payment of the first installment and provided that:
(1) Purchaser and Seller have signed the legally prescribed government contract for the transfer of ownership rights to the Land, and
(2) Seller has provided Purchaser with sufficient releases of all mortgages and other liens on the Land and has removed records of the same from the concerned Land Office Registry, and
(3) Seller has confirmed the registration of the transfer of the Land title deed to Purchaser, and
(4) Seller has fully complied with the provisions hereof.
3. Since Purchaser has applied for the BOI certificate from the BOI, the parties hereto agree that procurement of the BOI certificate by Purchaser shall be a condition precedent for the transaction hereof. Failure to procure the BOI certificate for any reason within one month from the execution date hereof, this Agreement shall be terminated without remedy from the other party.
4. Seller shall be responsible for payment of fees, taxes and expenses relating to the transfer of registration of ownership of the Land hereuner.
5. Seller represents and warrants that on the date of the transfer to Purchaser of the land title deeds it shall possess good and marketable title to the Land registered under the name of …………………………., free from any encumbrances such as mortgages, liens, derogations in rights, security interests and claims of any kind. Seller warrants that upon completion of the registration of the transfer of ownership title to the Land, Purchaser shall receive the ownership title with vacant possession free and clear of any encumbrances, rights or claims affecting the same be they contractual or proprietary in nature or otherwise, whatsover.
Seller also simultaneously represents and warrants that the Land is in an area zoned for industrial use, and that the transfer of the Land is in compliance with all applicable laws and regulations, otherwise Purchaser shall have the right to terminate this Agreement immediately.
On the date of transfer of registration of ownership, if the parties hereto are unable to complete the transfer of the ownership right or the right of Purchaser is impaired due to any encumbrance on the Land, Seller shall be deemed to be in breach of this Agreement and shall have to indemnify Purchaser therefor.
6. If Seller breaches any provision of this Agreement, Seller agrees to pay a fine to Purchaser in the sum of Baht ……… (……….………..) and Purchaser is entitled to terminate this Agreement and Seller has to refund Purchaser any sum which Purchaser already paid to Seller together with interest at the rate of seven point five percent (7.5 %) per year within 15 days from the date Purchaser notifies Seller thereof, which shall be deemed the first date for calculation of interest.
If Seller breaches this Agreement, Seller agrees that Purchaser may take legal action to enforce the transfer of registration of ownership of the Land to Purchaser and cause Seller to accept payment for the Land so that the title of the Land passes to Purchaser for the purpose hereof.
After making payment of the first installment, should Purchaser fail to register the transfer of ownership of Land hereunder from Seller and to make the payment of the second installment within the due date upon receipt of at least two notices from Seller pertaining thereto, each notice having the interval of 7 (seven) days, it shall be deemed that Purchaser is in breach of the Agreement. As a result, Seller is entitled to forfeit the deposit under Clause 2 hereof.
7. The parties hereto agree that all documents attached to the Agreement with initials on each page form an integral part hereof, i.e.
(1) The copy of the Inventory.
Appendix A, totaling ….. page,
(2) The copies of the Land title deeds.
Appendix B, totaling ….. page,
(3) The copy of the plan of Land and building(s)
Appendix C, totaling ….. page,
(4) The company's affidavit.
Appendix D, totaling ….. page.
8. Notices to be given hereunder shall be made in writing and served to the other party at the address provided above or at any other address which the parties hereto shall have notified to the other party hereof. Notices shall be sent by registered mail with return receipt and shall be deemed as served once notices are mailed. Notice of change of address shall be effective on the date a party hereto notifies the other party thereof.
If any party hereto changes the address, such party must notify the other party within seven (7) days of the date of change of address.
This Agreement is made in duplicate with identical text. The parties hereto have read and thoroughly understood the context hereof and have signed their names with seal (if any) in the presence of witnesses. Each party retains one copy hereof.
Signed ………………………….………... Purchaser
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Signed ………………………….……….. Seller
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Signed ………………………….……….. Witness
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Signed ………………………….………... Witness
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