Promoters Contract for the Purchase of an Industrial Plot for setting up Industrial Unit of the Proposed Company

PROMOTERS' CONTRACT FOR THE PURCHASE OF AN INDUSTRIAL PLOT FOR SETTING UP AN INDUSTRIAL UNIT OF THE PROPOSED COMPANY ABC LTD.

THIS AGREEMENT is made on ______ day of ____________ between Mr. A, son of Mr. ____________, resident of ____________; Mr. B, son of Mr. ____________, resident of ____________; and Mr. C, son of Mr. ____________, resident of ____________ (hereinafter referred to as "promoters") of the one part, which expression shall, unless repugnant to the context, include their heirs, legal representatives and assigns; AND Mr. "V", son of Mr. ____________, resident of ____________ (hereinafter referred to as "Vendor") of the other part, which expression shall, unless repugnant to the context, include his heirs, legal representatives and assigns.

WHEREAS the promoters have been engaged for quite some time in the past in promoting and forming a company to be known as ABC Ltd., which name has been made available to the promoters by the Registrar of Companies, ____________, consequent upon which they have filed with the Registrar the memorandum of association and articles of association for registration of the company;

AND WHEREAS the memorandum and articles of association of the proposed ABC Ltd. empower the company and its directors to enter into agreements on its incorporation on the lines of the agreement entered into by the promoters for the purchase of land, plant, machinery, equipment and for hiring the services of persons required for and in connection with the formation and incorporation of the company;

AND WHEREAS the Vendor is the absolute owner of an industrial plot of land measuring ____________ and situated at ____________, and is desirous of selling the same;

AND WHEREAS the promoters are desirous to buy the said plot of land for the proposed company ABC Ltd. to set up an industrial unit on its incorporation.

NOW IT IS AGREED AND DECLARED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1. That the said Vendor shall sell and the promoters shall purchase the industrial Plot No. ____________ situated in the ____________ Industrial Area, ____________, bounded on the North by ____________, on the South by ____________, on the East by ____________, and on the West by ____________, in consideration of the payment, by the promoters on the date of this agreement, of the sum of Rs. ____________, and the balance of Rs. ____________ on the date of the appearance of the Vendor and the promoters before the Sub-Registrar, ____________, at the time of registration of the deed of sale pursuant to this agreement.

2. The Vendor shall satisfy the promoters or ABC Ltd., if incorporated by then, about the title of the Vendor to the aforesaid piece of land within one month of the execution of this agreement; and the promoters or their attorney shall be entitled to ask for such information as may be necessary to ascertain the title of the Vendor, and the Vendor shall be bound to allow inspection of the title deeds relating to the plot of land at his place within two months of the date of this agreement. On the satisfaction of the promoters as to the title of the Vendor in respect of the said plot of land, the parties shall complete the transaction of the sale within six months of the date of this agreement.

3. The parties shall bear the expenses of sale equally. The purchaser shall pay to the Vendor the expenses for purchase of stamp a fortnight before the expiry of the period fixed in this agreement for completion of the sale, and the promoters shall also at the same time deliver to the Vendor a draft of the deed of sale, which the Vendor shall, if in proper form, execute at his expense in favour of the purchasers and present the same for registration on or before the date fixed for the completion of the sale transaction.

4. The Vendor shall deliver actual possession of the plot of land to the promoters or the company on the date of payment of the balance of the price aforementioned, and shall do all other acts that may be necessary or requisite to effectually put the promoters or ABC Ltd., as the case may be, in such possession.

5. In case there is found to be any error or misdescription in the area or the boundaries or the other specifications of the plot of land agreed to be conveyed to the promoters of ABC Ltd. or ABC Ltd., as the case may be, a corresponding decrease or increase in price relating to the area, and rectification of the misdescription of the specifications relating to boundaries etc., shall be permissible, and shall not form any ground for avoiding this agreement for sale of the plot of land.

IN WITNESS WHEREOF the parties aforementioned have signed this deed in acceptance of the terms thereof.

Vendor: ________________________

Promoters of the Company ABC Limited (under incorporation):

A: ________________________

B: ________________________

C: ________________________

WITNESSES:

1. ________________________

2. ________________________

(Schedule of Land)

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AGREEMENT ENTERED INTO BY AND BETWEEN ABC LTD. (ON ITS INCORPORATION) AND MR. ____________, VENDOR OF INDUSTRIAL PLOT NO. ____________ SITUATED AT ____________, WHO HAD EARLIER ENTERED INTO AN AGREEMENT DATED ____________ FOR THE SALE OF THE SAID PLOT OF LAND TO THE PROMOTERS OF THE COMPANY.

THIS AGREEMENT made and entered into the ______ day of ____________ between Mr. "V", son of Mr. ____________, resident of ____________ (hereinafter called "the Vendor"), which expression shall, unless repugnant to the context, include his heirs, legal representatives and assigns, of the one part; AND ABC Ltd., a company incorporated under the Companies Act, 2013 and having its Registered Office at ____________ (hereinafter known as "the company"), which expression shall, unless repugnant to the context, include its legal representatives, of the other part.

WHEREAS the company was incorporated on ____________ under the Companies Act, 2013 as a public limited company with a nominal share capital of Rs. ____________ divided into ____________ equity shares of Rs. ____________ each;

AND WHEREAS Mr. A, Mr. B and Mr. C have been engaged for quite some time in the past in promoting and forming this company;

AND WHEREAS the said promoters of the company, Mr. A, Mr. B and Mr. C, had entered into an agreement with the Vendor on the ____________, for the purchase of industrial plot of land No. ____________ situate at ____________, a copy of the plan whereof is annexed hereto as Annexure-I;

AND WHEREAS the memorandum and articles of association of the company empower the company and its directors to enter into agreements with third parties on the terms and conditions of the agreements entered into by and between the promoters and the third parties for the purchase of land, plant, machinery, equipment etc. for the company;

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTY OF THE ONE PART AND THE PARTY OF THE OTHER PART:

1. That the said Vendor shall sell and the company shall purchase the industrial Plot No. ____________ situate in the ____________ Industrial Area, ____________, more precisely described in the Schedule hereto, in consideration of payment by the company on the date of this agreement of the sum of Rs. ____________, and the balance of Rs. ____________ on the date of the appearance of the Vendor and the company before the Sub-Registrar, ____________, at the time of registration of the deed of sale pursuant to this agreement.

2. The company has already satisfied itself with regard to the absolute title of the Vendor in the said plot of land, and has already given to the Vendor a draft of the deed of conveyance; and the Vendor hereby agrees and undertakes to execute the same in favour of the company within a period of a fortnight of the date of execution hereof, and to present the same for registration within the said period of a fortnight.

3. The Vendor shall deliver actual possession of the plot of land to the company on the date of payment of the price aforementioned, and shall do all other acts that may be necessary or requisite to effectually put the company in such possession.

Signed and delivered by the within-named Vendor in the presence of:

Witness 1: ____________

Witness 2: ____________

Signature of Vendor: ____________

Signed, sealed and delivered by the within-named company (purchaser),

(Name of the Company) ____________

Through its Director Shri ____________

Signature: ____________

In the presence of:

Witness 1: ____________

Witness 2: ____________

(Annexure or Schedule of Land)