Contract of Sale of Real Property - Template Form Pro · NG-law

CONTRACT OF SALE

THIS CONTRACT OF SALE (this "Contract") is made on ________ (the "Effective Date").

BETWEEN

________, a company incorporated under the Companies and Allied Matters Act 2020 with registration number (RC) ________, having its registered business address at:

________

(hereinafter referred to as the "Vendor") which expression shall, where the context so admits, include the Vendor's successors-in-title, representatives and permitted assigns of the one part;

AND

________, a company incorporated under the Companies and Allied Matters Act 2020 with registration number (RC) ________, having its registered business address at:

________

(hereinafter referred to as the "Purchaser") which expression shall, where the context so admits, include the Purchaser's successors-in-title, representatives and permitted assigns of the other part.

The Vendor and the Purchaser are hereinafter jointly referred to as the "Parties" and individually as a "Party".

WHEREAS:

(a) The Vendor warrants that it is the holder of the legal and beneficial interest in the property more particularly described in § 1 below (the "Property") and is desirous of selling the same to the Purchaser.

(b) The Purchaser has agreed to purchase the Property from the Vendor upon the terms and subject to the conditions contained in this Contract.

(c) The Parties have full capacity and authority to enter into and perform their respective obligations under this Contract.

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

§ 1. AGREEMENT FOR SALE AND DESCRIPTION OF PROPERTY

(a) In pursuance of this Contract and in consideration of the Purchase Price, the Vendor hereby agrees to sell and the Purchaser hereby agrees to purchase, free from encumbrances save as disclosed herein, all that property described as follows (the "Property"):

________

(b) The Vendor warrants that it possesses good and valid title to the Property, that such title is registered under ________, and that it has the full capacity and authority to sell and convey the Property to the Purchaser.

§ 2. PURCHASE PRICE

The total consideration for the sale of the Property shall be the sum of ₦________ (________) (the "Purchase Price"), the receipt of which the Vendor shall acknowledge upon payment in accordance with § 3.

§ 3. TERMS OF PAYMENT

(a) The Purchase Price shall be paid in equal instalments. The Purchaser shall pay the sum of ₦________ (________) every week for a period of ________ (________) weeks, commencing on ________.

(b) All payments shall be made by ________ into the following account designated by the Vendor:

________

(c) Time shall be of the essence in respect of all payments due under this Contract.

§ 4. DEDUCTION OF TITLE

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§ 5. VACANT POSSESSION

The Vendor covenants that the Property shall be sold with vacant possession and shall be delivered to the Purchaser on completion in accordance with § 10.

§ 6. INSPECTION OF THE PROPERTY

The Vendor agrees to permit the Purchaser, its agents and advisers to inspect the Property at any reasonable time prior to the Completion Date upon reasonable prior notice.

§ 7. COVENANTS AND REPRESENTATIONS OF THE VENDOR

(a) The Vendor shall sell the Property free from encumbrances other than:

(i) any matter which the Vendor does not and could not reasonably know about;

(ii) matters which may have been discovered by inspection of the Property before the Effective Date;

(iii) matters disclosed, or which would have been disclosed, by the searches and enquiries which a prudent purchaser would have made before entering into this Contract.

(b) The Vendor covenants with the Purchaser that the Property is free from all mortgages, charges, liens, encumbrances and adverse third party rights, and that there are no outstanding land rates, ground rents or statutory charges affecting the Property save as disclosed.

(c) The Vendor covenants for further assurance and shall, at the Purchaser's reasonable request and cost, execute all such documents and do all such acts as may be necessary to vest the legal and beneficial interest in the Property in the Purchaser.

§ 8. COVENANTS AND REPRESENTATIONS OF THE PURCHASER

(a) The Purchaser covenants to do the following:

(i) pay the Purchase Price to the Vendor in accordance with § 3 above;

(ii) be liable to the appropriate Government authorities for the payment of all applicable taxes, stamp duties, consent fees, registration fees, levies and charges due and payable in respect of this transaction and the perfection of title;

(iii) in the event that any payment required to be made remains unpaid after it becomes due (save for delay in payment resulting solely from the mechanics of bank transfer), the Vendor shall have the right, after giving the Purchaser ________ days' written notice to remedy the default, to rescind this Contract.

(b) The Purchaser shall be responsible for the perfection of its title to the Property, including obtaining the Governor's consent pursuant to the Land Use Act, and the Vendor shall provide all relevant documentation and information reasonably necessary for such perfection.

§ 9. EXECUTION OF A DEED OF ASSIGNMENT

The Vendor agrees, upon receipt of the full Purchase Price, to execute and deliver to the Purchaser a duly stamped Deed of Assignment in respect of the Property, together with all such other instruments as may be required to perfect the Purchaser's title.

§ 10. TIME AND PLACE OF COMPLETION

(a) This Contract shall be completed on ________ (the "Completion Date") and completion shall take place at the following location:

________

(b) On the Completion Date, the Vendor shall deliver to the Purchaser the executed Deed of Assignment and all original title and other documents in respect of the Property, against payment by the Purchaser of any balance of the Purchase Price then due.

§ 11. RISK AND INSURANCE

The risk in the Property shall remain with the Vendor until the Completion Date, after which the risk shall pass to the Purchaser.

§ 12. SEVERABILITY

If any provision of this Contract is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect.

§ 13. GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

§ 14. JURISDICTION

The Parties agree that the High Court of ________ State shall have exclusive jurisdiction to hear and determine any dispute or claim arising out of or in connection with this Contract.

§ 15. ENTIRE AGREEMENT

This Contract, together with any document referred to herein, constitutes the entire agreement between the Parties and supersedes any prior written or oral agreement, representation or understanding between them in relation to its subject matter.

§ 16. VARIATION

No variation or amendment of this Contract shall be valid or binding on the Parties unless made in writing and duly signed by or on behalf of both Parties.

§ 17. NOTICES

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§ 18. COUNTERPARTS

This Contract may be executed in any number of counterparts, each of which when executed shall constitute an original, and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF the Parties hereto have executed this Contract in the manner hereinafter appearing on the day and year first above written.

THE COMMON SEAL of the within-named Vendor, ________, was hereunto affixed in the presence of:

______________________________

DIRECTOR

Name: ________

______________________________

DIRECTOR/SECRETARY

Name: ________

THE COMMON SEAL of the within-named Purchaser, ________, was hereunto affixed in the presence of:

______________________________

DIRECTOR

Name: ________

______________________________

DIRECTOR/SECRETARY

Name: ________