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JOINT VENTURE/DEVELOPMENT AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:


This Joint Venture/Development Agreement is made and executed
by and between:
ISMAEL MATHAY JR., Filipino, of legal age and married to
Sonya Gandionco with residence address at 123 N. Domingo,
Cubao Quezon City hereinafter referred to as the
LANDOWNER;
- and E. A. YGOA CONSTRUCTION & DEVELOPMENT
CORPORATION, INC., a corporation duly organized and
existing by virtue of the laws of the Philippines, with
principal office address at No. 6 Diamond St. East Fairview
Park Subdivision, Fairview Quezon City, represented in this
act by its President, ELFLEDA S. YGOA, hereinafter
referred to as the DEVELOPER;
RECITALS:
A. The LANDOWNER is the absolute and registered owner of a parcel of
land located St. Martin De Porres/Cubao, Quezon City, more
particularly described as Lot 4-A, Block 6 of Transfer Certificate of Title
No. 179033 of the Register of Deeds for Quezon City, containing an
area of ONE THOUSAND FIVE HUNDRED AND FIFTEEN (1,515) SQUARE
METERS, more or less, hereinafter referred to as the Property;
B. The LANDOWNER desires to develop the Property into a
Condominium Project, hereinafter referred to as the PROJECT to be
composed of commercial and residential elements in accordance with
the Condominium Development Plan to be prepared by the
DEVELOPER and approved by the LANDOWNER;
C. The DEVELOPER has expressed its desire to invest and participate in
the PROJECT by undertaking the development of the Property into a
Condominium Project to be composed of commercial and residential
elements in accordance with the Condominium Development Plan,
more specifically by contributing the necessary expertise and
resources for the master planning and development of and performing
all development work for the PROJECT in consideration for acquiring
ownership over specifically designated developed and saleable units
in the Condominium Development Plan which shall be allocated to it,
and a pro-rata undivided interest in the common areas of the
PROJECT;
D. The LANDOWNER has accepted the DEVELOPERs offer to
participate in the PROJECT, and LANDOWNER and DEVELOPER
agree to cooperate with one another for the planning and
development of the PROJECT in consideration for each of them
acquiring ownership over specifically designated developed and

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saleable units in the Condominium Development Plan which shall be


allocated to each of them in proportion to the agreed sharing in the
PROJECT, and a pro-rata undivided interest in the common areas of
the PROJECT;
NOW, THEREFORE, for and in consideration of the foregoing
premises, the parties hereby agree and stipulate as follows:
ARTICLE I
PURPOSE OF THE PROJECT
Section 1. The parties agree to pool their resources as specified
below into an unincorporated joint venture agreement for the master
planning and development of the PROJECT to be composed of
commercial and residential elements in accordance with the
Condominium Development Plan to be prepared by the DEVELOPER and
approved by the LANDOWNER. The Condominium Development Plan
shall be prepared by the DEVELOPER prior to the start of the
development.

ARTICLE II
CONTRIBUTION AND SHARING
Section 1. The LANDOWNER shall contribute to the PROJECT the
Property described in the first Recital hereof in consideration for
acquiring ownership over specifically designated developed and saleable
units in the Condominium Development Plan and a pro-rata undivided
interest in the common areas of the PROJECT, while the DEVELOPER
shall undertake the development of the Property into a Condominium
Project to be composed of commercial and residential elements by
providing the necessary expertise and resources for the development of
the PROJECT, in consideration for acquiring ownership over specifically
designated developed and saleable units in the Condominium
Development Plan which shall be allocated to it, and a pro-rata undivided
interest in the common areas of the PROJECT;
Section 2. In consideration of and as a return of the capital
contributed by the Parties to the PROJECT, specifically designated and
saleable units in the PROJECT shall be allocated in separate legal
ownership between the Parties, which sharing ratio is based on the
proportion that their contribution bear to the PROJECT, to wit:
LANDOWNER
DEVELOPER

Thirty Percent (30%)


Seventy Percent (70%)

Section 3. The Parties agree that the subdivided CCTs resulting


from the Condominium Development Plan shall be issued in the names of
the Parties to which such units have been allocated in accordance with
Article II Section 5 below. This particular provision of this agreement
shall be annotated on the back of the title of the PROPERTY.
Section 4. The subdivided CCTs covering the open spaces and
common areas of the PROJECT shall be jointly placed in the names of

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the LANDOWNER and DEVELOPER in accordance with the sharing ratio


stated in Article II Section 2 hereof. This particular provision of this
agreement shall be annotated on the back of the title of the Property.
Section 5. Upon approval of the Condominium Development Plan
by the appropriate governmental authorities, the Parties shall allocate
the saleable units in accordance with the sharing ratio in the most
equitable and practicable manner possible with due consideration to
location and projected values of such units. The allocation of saleable
units shall be subject to approval by the LANDOWNER prior to
finalization by the DEVELOPER.
Section 6. As soon as the LANDOWNER and the DEVELOPER
have determined and agreed on the allocation of saleable units, the
Parties shall execute a master deed indicating therein the agreed
allocation among other stipulations (or such other document as may be
necessary or required by the Housing and Land Use Regulatory Board
(HLURB), Bureau of Internal Revenue, Register of Deeds and Assessors
Office, in addition to this agreement, if any).

ARTICLE III
DEVELOPMENT OF THE PROJECT
Section 1. The DEVELOPER hereby agrees to undertake the
development of the PROPERTY into a Condominium Project to be
composed of commercial and residential elements by providing the
necessary expertise and resources for the construction and development
of the PROJECT and perform the necessary developmental work in
accordance with the Condominium Development Plan to be prepared by
the DEVELOPER and approved by the LANDOWNER. The DEVELOPER,
however shall have the discretion to revise and/or alter the PROJECTs
plans as it may deem fit, provided the written consent of the
LANDOWNER shall be secured which consent shall not be unreasonably
withheld.
The Condominium Development Plan including all
amendments thereto once approved by the parties shall automatically be
considered part and parcel of this Agreement.
Section 2. The LANDOWNER and DEVELOPER shall agree on the
commencement date of the development activities for the Property
provided that the following conditions have been met:
a. The LANDOWNER has turned over possession of the Property
to the DEVELOPER free and clear of tenants, squatters and
other occupants, if any;
b. A development permit has been obtained by the DEVELOPER
from the proper government agency;
c. The correct technical description of the Property as duly
approved by the Land Registration Authority and/or Land
Management Bureau has been verified by the DEVELOPER by
actual ground survey;

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d. The DEVELOPER has confirmed through a due diligence audit


and inquiry with the Register of Deeds concerned the good and
marketable title of the LANDOWNER to the Property and the
genuineness and authenticity of the title covering the Property.
Section 3. The DEVELOPER shall complete the development
works on the Property within the guaranteed period prescribed in the
Condominium Development Plan provided however, that in the event of
force majeure of fortuitous events which may cause delays in the
completion, this guaranteed period shall be extended by such time that
as mutually determined by the LANDOWNER and the DEVELOPER.
Section 4. Within the period to be agreed by the LANDOWNER
and DEVELOPER, the DEVELOPER shall prepare, make and finalize the
Condominium Development Plan for the Property. The development plan
shall include among others, the development timetable, subdivision plans
and specifications for land development, open spaces, water and
electrical power supply, sewage disposal system and other activities
necessary for the development. The development shall conform strictly
and in good faith to such plans and specifications as approved by the
regulatory authorities concerned.
Upon approval, the plans and
specifications shall form part an integral part of this Agreement and shall
be incorporated herein by reference. It is understood that all expenses to
be incurred in the foregoing development works shall be for the sole
account of the DEVELOPER.
Section 5. The DEVELOPER shall promptly secure all the
necessary permits, licenses and approvals from the appropriate
authoirities as may be required for the purpose of implementing the
Condominium Development Plan. The timetables for the procurement of
all necessary permits and licenses shall be incorporated by the
DEVELOPER as part of the timetable in the Condominium Development
Plan for approval of the LANDOWNER.
Pursuant thereto, the
LANDOWNER shall execute a special power of attorney authorizing the
DEVELOPER to secure said license and permits.
Section 6. The DEVELOPER, with the concurrence of the
LANDOWNER shall be responsible for promulgating the corresponding
declaration of covenants and restrictions governing the use of the
saleable lots/units derived from the Property.
Section 7. The DEVELOPER shall hold the LANDOWNER free and
harmless from any damages or liability for any claim or demand by any
third person arising from the negligence, bad faith or fraud committed by
the DEVELOPER in the performance of its development obligations
hereunder.
Any defect arising from or in connection with the
development of the Property shall be the responsibility of the
DEVELOPER. In such event, the DEVELOPER undertakes to rectify such
defect at its own cost to the satisfaction of the LANDOWNER and the
lot/unit buyers within a reasonable period of time.
Section 8. The LANDOWNER hereby grants the DEVELOPER, its
assigns, representatives, successors-in-interest, employees, visitors,

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licensees and buyers including their tenants, visitors and licensees a


right-of-way to the Property for the purpose of the development. This
grant of right-of-way shall likewise be enjoyed by the DEVELOPERs
subcontractors for access or for conveyance of heavy equipment or other
equipment or vehicles required for the development of the Property or
the construction of the DEVELOPERs facilities thereon. This grant of
right-of-way shall also include ingress and egress from the Property by
any of the public utility companies for all lawful purposes connected with
the use and enjoyment of the Property.
Section 9. This Agreement shall be annotated on the titles
covering the Property at the expense of the DEVELOPER. For this
purpose, the LANDOWNER shall deliver the titles to the DEVELOPER for
annotation upon signing of this Agreement.
Section 10. After the Register of Deeds has released the titles to
the lots/units as subdivided under the approved subdivision plan, the
titles shall be in joint custody of the LANDOWNER and the DEVELOPER
subject to a safe-keeping arrangement acceptable to both parties.
Section 11. Upon completion of the development as certified by the
PROJECT Manager (or any third party appointed by the Parties), the titles
covering the DEVELOPERs share shall be released upon the
DEVELOPERs request.
Section 12. Upon completion of the development of the PROJECT,
all taxes ont he open spaces and common areas as developed shall be
shared by the parties in accordance with the Sharing Ratio.

ARTICLE IV
EXPENSES FOR DEVELOPMENT WORK
Section 1. The DEVELOPER shall make available at its sole
expense all necessary heavy equipment, machinery, engineering and
labor personnel to carry out the development works in the Property.
Section 2. The DEVELOPER shall purchase at its sole expense all
materials and supplies needed for the development of the Property. All
expenses necessary or incidental to the development of the Property
such as the preparation of the plans and specifications of the
development works, permits and licenses, insurances relating to or in
connection with the development, shall be for the exclusive account of
the DEVELOPER.
Section 3. Expenses for the break-up of the titles into individual
CCTs in accordance with the approved plan shall be for the account of
the LANDOWNER and the DEVELOPER in accordance with the Sharing
Ratio.

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ARTICLE V
EXPENSES FOR MAINTENANCE AND PROPERTY TAXES
Section 1. Upon the start of the development work for the
PROJECT, all real property taxes and other assessments due on the
Property shall be borne by the LANDOWNER and the DEVELOPER on
the basis of the Sharing Ratio. As such, the DEVELOPER shall bill the
LANDOWNER its corresponding share of taxes and assessments
together with the supporting documents for such taxes and assessments,
and the LANDOWNER shall, within seven (7) days from the receipt of
such bill, pay the DEVELOPER based on the LANDOWNERs share.
Section 2. Once the PROJECT is completed, all expenses for the
maintenance and upkeep of the lots/units shall be borne by the
LANDOWNER and the DEVELOPER on the basis of the Sharing Ratio.

ARTICLE VI
MANAGEMENT, OPERATION AND MAINTENANCE
Section 1. Except as otherwise stated in this Agreement, the
DEVELOPER has the right to exclusively manage, maintain, develop and
operate the PROJECT.
It shall formulate and implement policies,
strategies and procedures for managing, maintaining, developing and
operating the PROJECT, subject to the Deed of Restrictions.
Section 2. The DEVELOPER shall ensure that the PROJECT is
serviced at all times in accordance with (1) applicable laws and (2)
similar projects of the DEVELOPER.
Section 3. The DEVELOPER shall procure and maintain whatever
insurances are necessary and adequate with a reputable insurance
company to cover the development works and any improvements
introduced on the Property in compliance with the requirements of the
HLURB.
Section 4. The DEVELOPER shall submit a quarterly report to the
LANDOWNER in connection with project updates and other information
relative to or in connection with the development of the PROJECT.
The LANDOWNER, however, may upon twenty four (24) hours
notice, request the DEVELOPER for an immediate inspection during
reasonable business hours of the records, books and accounts relative to
the project updates when exigencies require.

ARTICLE VII

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WARRANTIES AND OBLIGATIONS OF THE LANDOWNER


Section 1. The LANDOWNER represents and warrants that:
a.) It has all the requisite power and authority under the law to
enter into this Agreement and perform its obligations according
to the terms thereof;
b.) It is the lawful and beneficial owner of, an has good marketable
title to the Property;
c.) The title is the genuine, valid and subsisting certificate of title
covering the Property;
d.) The title to the property is good and valid and free and clear of
all security interests, liens, encumbrances, obligations, liabilities
or other burdens in favor of third parties;
e.) There is no law, ruling or regulation or fact which, upon the
execution of this Agreement and delivery of titles to the
DEVELOPER, will prevent the issuance of good marketable titles
to the saleable lots/units derived from the Property free and
clear of all security interests, liens, encumbrances, obligations
or other burdens in favour of third parties;
f.) Its execution, delivery and performance of this Agreement do
not violate, with or without the giving of notices or the passage
of time, any provision of law or regulation applicable to it, and
do not result in a breach of, or constitute a default under any
agreement or instrument to which it is a party;
g.) There are no pending or threatened judicial or administrative
proceedings involving or in respect of the Property;
h.) There are no existing leases or options to purchase, lease or
develop the Property that have been granted to third parties.
Section 2. Upon execution of this Agreement, the LANDOWNER
shall:
a.) Deliver to the DEVELOPER the owners duplicate copy of the
titles in order to facilitate the issuance of individual titles
covering the saleable lots/units forming part of the Property as
developed, and for the purpose of annotation as stated in Article
III Section 9 of this Agreement;
b.) Deliver to the DEVELOPER the possession of the Property free
and clear of tenants, squatters or other occupants or
improvements, if any, and give full assistance to the
DEVELOPER in establishing effective physical control over the
Property and securing the premises thereof against
unauthorized persons.
Section 3. In the event that a suit, proceeding or other legal action
is brought questioning the LANDOWNERs title and right to dispose of

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the Property and to carry out the objects of this Agreement, all expenses
of litigation and judgment against the LANDOWNER, if there be any,
shall be for the exclusive account of the LANDOWNER, and the
LANDOWNER shall indemnify and hold the DEVELOPER free and
harmless from any and all claims, damages, expenses and liabilities
arising therefrom or relating thereto, in case such suit, the DEVELOPER
shall have the right to suspend all development activities and the
development period provided herein shall be deemed suspended until
such time as the litigation shall have been finally settled.
Should any such litigation be decided adversely against the
LANDOWNER or result in a judgment affecting the performance of the
LANDOWNERs obligation uner this Agreement which would prevent the
development of the Property and otherwise frustrate the perfection of the
DEVELOPERs rights under this agreement, then the LANDOWNER shall
reimburse the DEVELOPER any and all amounts which may heve been
spent by the DEVELOPER for the development of the Property or
otherwise paid to the LANDOWNER pursuant to this Agreement within
ninety (90) days from written demand by the DEVELOPER, provided that
the LANDOWNER has been provided with a complete accounting and all
supporting documents evidencing the amount spent, and further
provided, that any reimbursement made shall be net of all sales of the
DEVELOPERs units/lots.
ARTICLE VIII
WARRANTIES AND OBLIGATIONS OF THE DEVELOPER

Section 1. The DEVELOPER represents and warrants that:


a.) It is a corporation duly organized and existing in accordance
with Philippine laws and has the legal authority to enter into this
Agreement;
b.) Its execution, delivery and performance of this Agreement do
not violate, with or without the giving of notice or the passage of
time, any provision of law or regulation applicable to it, and do
not result in a breach of, or constitute a default under any
agreement or instrument to which it is a party;
c.) This Agreement constitutes its legal, valid and binding
obligation, enforceable against it in accordance with the terms
thereof;
d.) It has inspected the Property and is aware of the condition of the
Property and accepts the Property on an as is where is basis;
e.) It has made its own study of the PROJECT and the saleability
and marketability of the Property based on the current
circumstances and/or conditions;
f.) It has the technical expertise, financial and other resources
required for the effective performance of its contributions and

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responsibilities herein for the development and construction of


the PROJECT;
g.) There are no judgments, orders or decrees of any kind or any
legal action, suit or investigation or any other legal or
administrative proceeding filed before any court or by or before
any other government agency or body which may have a
material adverse effect on the ability of the DEVELOPER to
perform its respective obligation under this Agreement; and
h.) No petition has been submitted by the DEVELOPER or any
other person to any court or other governmental agency or body
of commerce suspension of payments, insolvency, bankruptcy
or liquidation proceedings or other proceedings of a similar
nature against the DEVELOPER.
Section 1. The DEVELOPER shall forever hold the LANDOWNER,
its successors and assigns free and harmless from any claim, action or
proceeding that maybe instituted y a third party arising from or in
connection with the transactions and agreements that may be executed
by the DEVELOPER with third party buyers, contractor or subcontractors
in relation to the PROJECT. Reasonable costs and expenses incurred by
the LANDOWNER in suits, actions or proceedings brought by third party
purchasers or unit/lot buyers arising from defects in the development of
the Property attributable to the DEVELOPERs own negligence, bad faith
or act constituting fraud as adjudged by a competent court or
government regulatory office or agency, shall be reimbursed by the
DEVELOPER.
Any expenses incurred by the LANDOWNER as a result of these
claims, actions or proceedings shall be reimbursed by the DEVELOPER
to the LANDOWNER within ninety (90) days from written demand by the
LANDOWNER, provided that the DEVELOPER shall have been provided
wth a complete accounting and all supporting documents evidencing the
amount spent.

ARTICLE IX
TERMINATION
Section 1. The LANDOWNER may by written notice to the
DEVELOPER, terminate this Agreement if the following conditions occur
and while capable of being cured are continuing for a period of one
hundred eighty (180) calendar days from written notice to the
DEVELOPER:
a.) The DEVELOPER fails to start development of the Property
within the period stipulated in Article III Section 2 herein;
b.) The DEVELOPER fails to procure the necessary permits and
licenses and/or complete the development of the Property within
the parameters and time period prescribed in the Condominium

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Development Plan for the development including reasonable


extensions allowed by the LANDOWNER due to reasons other
than force majeure or fortuitous events;
c.) The DEVELOPER ceases or threatens to cease to carry on
substantially the whole of its business or becomes insolvent,
bankrupt, winds-up, liquidates or dissolves its affairs and the
PROJECT has not yet been completed;
d.) Any governmental registration, license, authorization, consent
or approval, the existence or continuation of which is necessary
to make it lawful for the parties to give effect to its obligations
as contemplated under this Agreement, is withheld or revoked
due to the negligence, bad faith or fraud on the part of the
DEVELOPER.
Upon termination due to any of the above circumstances, the
DEVELOPER automatically designates the LANDOWNER as its true and
lawful attorney-in-fact to carry out and execute all necessary agreements
with contractors, suppliers and other third parties, including lot/unit
buyers, required for the completion of all unfinished development works
and the collection of the remaining sales proceeds in the PROJECT under
development subject of the default. The LANDOWNER shall also be free
to negotiate with other entities to complete any unfinished portions of
the PROJECT. The LANDOWNER however shall not be responsible for
any liabilities/obligations incurred by the DEVELOPER prior to the date
the LANDOWNER takes over the PROJECT which are still the sole
responsibility of the DEVELOPER.
Moreover, as a consequence of such termination, the DEVELOPER
hereby automatically constitutes the LANDOWNER as its attorney-infact, with power to reconvey, dispose, negotiate, restructure, collect,
foreclose, sign documents and do any all acts which may be necessary to
reclaim the DEVELOPERs unearned share of the saleable units/lots
and/or unearned sales receivables.
In view thereof, within one hundred twenty (120) days from the
execution of this Agreement, the DEVELOPER shall execute a Special
Power of Attorney granting and giving full authority to the LANDOWNER
for all aforesaid acts.
This Special Power of Attorney shall be
implemented by the LANDOWNER only upon termination of this
Agreement in accordance with the circumstances above-mentioned.
Section 2. The DEVELOPER may by written notice to the
LANDOWNER, terminate this Agreement if the following conditions
occur and while capable of being cured are continuing for a period of
ninety (90) calendar days from written notice to the DEVELOPER:
a.) Breach by the LANDOWNER of any of its own warranties and
obligations under Article VII, Section 1 above;
b.) By reason of any judgment, order or decree of any kind or any
legal action, suit or investigation or any other legal or
administrative proceeding filed before any court or by or before

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any governmental agency or body involving the title, possession


or any adverse interests or claims in the Property, the
DEVELOPER is restrained, prevented, inhibited or obstructed in
the development of the Property.
Upon termination due to any of the above circumstances, the
LANDOWNER shall reimburse DEVELOPER, all costs and expenses
already incurred by the DEVELOPER pursuant to this Agreement,
including unpaid taxes, assessments, bills and expenses from suppliers,
contractors, consultants and other third parties outstanding as of the
time of such termination, net of all sales of the DEVELOPERs units/lots.
Pending full reimbursement by the LAMNDOWNER of such costs and
expenses, the DEVELOPER shall have the right to retain title and
possession of the Property or any portion thereof sufficient to cover the
reimbursable amounts.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 1. It is mutually understood that any development plan to
be prepared pursuant to this Agreement shall conform with the provisions
of Presidential Decree Nos. 953 and 957, whichever is applicable or such
other applicable legislation or government regulations and any
amendments thereto including their implementing rules and regulations.
Section 2. The LANDOWNER or any of its authorized
representatives shall have the right to inspect the Property at anytime to
determine compliance by the DEVELOPER of its development
obligations under this Agreement.
Section 3. The failure of the parties to demand compliance with any
and all of the terms of this Agreement shall not be considered as a waiver
or cause the parties to be in estoppel from enforcing any of its rights
under this Agreement at any time, unless such waiver i made expressly
in writing, signed by the parties concerned and made express addendum
to this Agreement.
Section 4. Amendments to this Agreement shall be mutually agreed
upon in writing. All notices and comments to be communicated by one
party to the other relative thereto shall also be in writing delivered either
in person or by registered mail, and addressed to the parties at their
addresses as specified above until a notice of change of address is given
in writing. This Agreement constitutes the entire Agreement of the
parties with respect to the subject matter hereof and shall supersede any
prior expressions of intent or understanding with respect thereto. No
terms, conditions, clauses, stipulations and obligations in this Agreement
shall be deemed amended, modified, changed, altered or waived unless
such modifications, changes, alterations and waiver appear in writing and
signed by the parties.
Section 5. Nothing contained herein shall constitute the parties
partners or render them liable for more than their respective
contributions herein, or entitle them to any participation in the results on

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profits of the business venture contemplated herein other than a


specified in this Agreement.
Section 6. All disputes, controversies or differences arising out of or
in connection with this Agreement shall be amicably settled by mutual
consultation within thirty (30) days after written notice thereof has been
given by the complaining party. Should the parties fail to agree within
the said period, any suit or legal action between the parties shall be
brought in the exclusive courts of __________, all other venues being
expressly waived.
Section 7. This Agreement shall be valid and binding upon the
heirs, successors, executors, administrators and assigns of the parties,
Provided That, neither party may sell, cede, transfer, assign, mortgage,
encumber or in any manner dispose of the Property and its rights and
obligations under this Agreement except with the written consent of the
other party. Either party, however has the right to assign its interest
under this Agreement, provided, the other party shall be notified thereof
prior to the actual assignment.
Section 8. This Agreement shall be annotated at the back of the
CCTs covering the saleable units/lots respectively allocated to each
party.
Section 9. The DEVELOPER undertakes to furnish the
LANDOWNER a copy of its performance bond, if any, which it is required
to be submitted in favour of the Housing and Land Use Regulatory Board
(HLURB) or any other regulatory agency or agencies.
IN WITNESS WHEREOF, the parties hereto have signed this
Agreement in ______________, on ______________________.

ISMAEL MATHAY JR.

E. A. YGOA CONSTRUCTION &


DEVELOPMENT

CORPORATION, INC.

LANDOWNER

DEVELOPER
BY:

ELFLEDA S. YGOA
President

Signed in the presence of:

_________________

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____________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )


__________________________) S.S.

BEFORE ME, a Notary Public for and in ___________________ this ____


day of ________, 2012, personally appeared:
NAME
ISMAEL MATHAY JR.
ELFLEDA S. YGOA

Identification No.
___________
___________

DATE/PLACE ISSUED
___________________
___________________

known to me and to me known to be the same persons who executed the


foregoing document and they acknowledged that the same is their free
and voluntary act and deed, and those of the entities represented. This
Agreement consists of Thirteen (13) pages including the page where this
acknowledgment is written, signed by the parties and their instrumental
witnesses on each and every page thereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my notarial seal at the place and date hereinbefore stated.

Doc. No. _____;


Page No. _____;
Book No. _____;
Series of 2012.

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