Agreement to Sell Property

1. Agreement to Sell

The Seller agrees to sell and the Buyer agrees to purchase the Property described in Schedule A together with all rights and appurtenances expressly agreed to be transferred, subject to this Agreement and applicable law.

2. Sale Consideration

The total sale consideration is agreed at Rs. __________ (Rupees __________________ only).

The consideration shall be paid as follows:

1. Rs. __________ as earnest money / advance on execution of this Agreement;
2. Rs. __________ on or before __________;
3. Rs. __________ at execution and registration of the Sale Deed; and
4. any other agreed payment: ______________________________.

Payments shall be made through lawful banking channels and appropriately acknowledged.

3. Nature of this Agreement

This Agreement records a contract for sale. It does not by itself transfer ownership, title or any proprietary interest in the Property. Transfer of ownership shall take place only through the legally required registered conveyance or sale deed and completion of applicable formalities.

4. Seller's Title

The Seller represents that the Seller has good and marketable title to the Property and shall produce the title documents and information reasonably necessary for verification by the Buyer or the Buyer's legal adviser.

5. Title Documents and Due Diligence

Within ____ days of this Agreement, the Seller shall make available copies/originals, as applicable, of title deeds, prior conveyances, mutation/revenue records, sanctioned plans, completion/occupancy documents, property tax receipts, utility records, society or association records and other material documents relating to the Property.

If a material title defect is identified, the Seller shall cure it within the agreed period where curable. If it cannot be cured, the Parties' rights shall be governed by Clause 18 below.

6. Encumbrances

The Seller represents that, except as disclosed in Schedule B, the Property is free from mortgages, charges, liens, attachments, prior agreements for sale, claims, court orders, acquisition notices, leases, licences, easements or other encumbrances materially affecting title or possession.

If the Property is mortgaged, the mechanism for lender payment, release and delivery of original title documents shall be set out in Schedule B.

7. Statutory Dues and Outgoings

Property tax, maintenance charges, utility dues, ground rent and other outgoings attributable to the period up to the Closing Date shall be borne by the Seller unless otherwise expressly agreed. Amounts attributable to periods after Closing shall be borne by the Buyer.

8. Approvals, Permissions and NOCs

The Seller shall obtain such permissions, no-objection certificates, society or association approvals, lender releases and governmental approvals as are legally required for completion and are the Seller's responsibility under the agreed transaction structure.

9. Sale Deed and Registration

The Parties shall execute and present the Sale Deed or other appropriate conveyance for registration before the competent registering authority on or before __________, subject to completion of the conditions under this Agreement.

The Sale Deed shall contain such further lawful provisions as may reasonably be required to complete the transfer without contradicting the material commercial terms of this Agreement.

10. Stamp Duty, Registration Charges and Taxes

Stamp duty, registration charges, transfer fees and incidental charges shall be borne by Buyer / Seller / as follows: __________________, subject to mandatory applicable law and State-specific requirements.

Any tax deduction at source or other statutory withholding applicable to the transaction shall be made and deposited by the responsible Party in accordance with applicable tax law.

11. Possession

Vacant and peaceful physical possession of the Property shall be delivered to the Buyer on execution and registration of the Sale Deed / payment of the full consideration / __________, subject to the agreed terms.

If possession is proposed to be delivered before registration, the Parties should obtain advice regarding the legal, registration and stamp-duty consequences in the relevant State.

12. Seller's Representations and Warranties

The Seller represents and warrants, subject to disclosed matters, that:

1. the Seller has legal capacity and authority to enter into this Agreement;
2. the Seller has not entered into any undisclosed binding arrangement to sell or transfer the Property;
3. there is no undisclosed material litigation or restraint against transfer;
4. material title documents supplied to the Buyer are genuine to the Seller's knowledge;
5. material governmental, municipal and society/association notices have been disclosed;
6. the Seller shall not create any new encumbrance after this Agreement; and
7. the Seller shall preserve the Property substantially in its present condition until Closing, subject to reasonable wear and tear.

13. Buyer's Obligations

The Buyer shall pay the consideration in accordance with this Agreement, provide information and documents required for lawful registration and tax compliance, and attend the registration process at the agreed time and place.

14. No Further Transfer or Encumbrance by Seller

From the date of this Agreement until its completion or lawful termination, the Seller shall not sell, gift, mortgage, lease, license, charge or otherwise create third-party rights in the Property inconsistent with this Agreement.

15. Nomination or Assignment by Buyer

The Buyer may nominate another person to take the conveyance only if permitted by applicable law and expressly consented to in writing by the Seller where such consent is required. Any nomination shall not release the Buyer from existing contractual obligations unless expressly agreed.

16. Time for Completion

The Parties intend to complete the transaction on or before __________. Any extension shall be recorded in writing. Whether time is of the essence and the consequences of delay shall be determined by the express terms of this Agreement and applicable law.

17. Seller Default

If the Seller commits a material breach and fails to cure it within ____ days after written notice where cure is possible, the Buyer may pursue remedies available under applicable law, which may include refund of amounts paid, compensation, specific performance or other appropriate relief, depending on the facts and legal requirements.

18. Buyer Default

If the Buyer commits a material breach and fails to complete despite the Seller being ready and able to perform, the Seller may exercise remedies available under this Agreement and applicable law. Any forfeiture of earnest money or agreed damages shall remain subject to applicable legal principles and shall not automatically validate an unreasonable penalty.

19. Title Defect or Inability to Convey

If the Seller is unable to convey marketable title free from material undisclosed encumbrances by the completion date, the Buyer may, subject to applicable law and the circumstances, require cure, agree to proceed with an adjustment, or terminate and seek return of amounts paid together with any other legally available relief.

20. Specific Performance and Other Remedies

The Parties acknowledge that remedies arising from breach are governed by the Specific Relief Act, 1963, the Indian Contract Act, 1872 and other applicable law. A Party seeking specific performance must satisfy the statutory requirements applicable to that relief.

21. Limitation

Nothing in this Agreement excludes or extends a statutory limitation period contrary to law. Proceedings must be commenced within the period prescribed by the Limitation Act, 1963 or other applicable law.

22. Indemnity

The Seller shall indemnify the Buyer against direct losses resulting from material breach of the Seller's title representations, undisclosed pre-existing encumbrances or unpaid pre-Closing dues for which the Seller is contractually responsible, subject to applicable law.

23. Risk and Damage Before Closing

If the Property suffers material physical damage, compulsory acquisition or another material adverse event before completion, the Parties shall determine their rights in accordance with this Agreement and applicable law. The Seller shall promptly notify the Buyer of such event.

24. RERA-Compliant Transactions

If the transaction is between a promoter and an allottee in a project governed by the Real Estate (Regulation and Development) Act, 2016, the applicable RERA statute, State/Union Territory rules and prescribed agreement-for-sale requirements shall prevail to the extent applicable.

25. Notices

Notices under this Agreement shall be in writing and may be delivered personally, by recognised courier, registered post or electronic means providing a record of transmission to the addresses specified by the Parties.

26. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of India. Subject to any valid arbitration clause separately inserted by the Parties and any mandatory statutory forum, disputes shall be subject to courts having territorial and subject-matter jurisdiction under applicable law.

27. Entire Agreement, Amendments and Severability

This Agreement and its Schedules contain the agreed terms concerning the proposed sale. Any amendment shall be made in writing and signed by the Parties. If any provision is held invalid or unenforceable, the remaining provisions shall continue to the extent permitted by law.