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Advocates Training Programme 2018/2019

CONVEYANCING

ATP 107

PROJECT WORK

FIRM C7

COURSE INSTRUCTOR: Ms. Hellen Namisi

DATE OF SUBMISSION: July 2018


DEDICATION
This project is dedicated to our parents for their invaluable & immeasurable support throughout
the period we have been at the Kenya School of Law. Your commitment, hard work, zeal and
endurance in the face of adversity will forever be our inspiration as we look forward to a potentially
fulfilling and rewarding legal career.

ACKNOWLEDGEMENTS

We thank the God for blessing us with good health and ability to enable us to undertake this project.
Secondly, we wish to thank our families and friends for their steadfast support and understanding
during this journey which at times has been so involving that we barely had time for you. Thirdly,
we would also wish to thank Ms. Hellen Namisi our course instructor for his personalized
supervision and guidance and constantly challenging us to focus on a high degree of clarity and
thought process throughout the entire project. Without your input, we would certainly have found
this project a lot harder to successfully complete and for this we will forever be indebted to you.
Special mention also goes to our fellow classmates who have been a source of encouragement and
support.
PART A

C7AND COMPANY ADVOCATES


INTERNAL MEMO

TO : MANAGING PARTNER EMERALD CONSTRUCTION LIMITED

FROM : C7 AND COMPANY ADVOCATES

DATE : 18TH JULY 2018

SUBJECT : LEGAL ISSUES TO CONSIDER

The above matter refers. Following your instructions on the above subject matter, we advise you
consider the following:

a) AMALGAMATION

It is important to have the titles (L.R. 209/12345 and L.R. 209/12346) amalgamated for ease of
business. According to section 22 of the Land Registration Act, 2012, amalgamation entails
combining of parcels of land owned by the same proprietor which have the same rights and
obligations and opening of one new register in respect of the amalgamated titles. It is noteworthy
that the titles must be owned by the same proprietor and be of the same rights to allow compatibility
of amalgamation. In our circumstances, it is advisable that Emerald Construction conducts a search
on both titles at the Registrar.

A search is important because it reveals details about the parcels of land to enable the company
understand whether the two titles are compatible for amalgamation. The Company will need to
download two application forms from e -citizen, have them filed by officers of the Company,
attach copies of the two titles on each plus a copy of the KRA Pin certificate of the Company and
the certificate of incorporation. The documents will be lodged at the Land Registrar and a fee of
Kshs. 1000 payable. After an appropriate time, the certificate of official search will be issued which
reveals details about the two parcels of land.
PROCEDURE ON AMALGAMATION

In the event that the certificates of official search reveal that both titles are compatible, the
Company can embark on the process of amalgamation. The procedure for amalgamation of
leasehold titles is laid out in section 17 of the Land Regulations, 2017. Section 17 requires that
an application for amalgamation shall be submitted to the County Government. The County
Government shall seek approval from the respective Directors of survey and Physical planning
and other relevant authority. Within 30 days the County Government can approve or refuse the
application. The county government on approval shall forward the approval to the Cabinet
Secretary of Lands who shall cause the two pieces of land to be resurveyed, geo- referenced and
prepare an amalgamation letter and a cadastral maps to be forwarded to the Commission.

The National Land Commission shall prepare the subsequent lease in the name of Emerald
Construction Limited and shall forward it to the Land Registrar in form LA 29 (see attached). The
Company shall be required to submit the existing certificate of leases to the Registrar for the new
title.

b) CHANGE OF USER FROM RESIDENTIAL TO COMMERCIAL

After conducting the process of amalgamation, it is important to conduct a change of user from
residential to commercial. This is because, there are houses constructed and the Company intends
to construct an office. The title will need to reflect the current use of the land. The procedure for
conducting a change of user is laid down in the Land Regulations, Legal Notice No.280, under
Section 17.

The application of change of user is done at the county government as they are responsible for
giving change of user approvals. The County Government shall seek representations from the ;
officer representing the national Director of Surveys at the county; officer representing the national
Director of Physical Planning at the county; the land administration officer of the Commission and
of national government at the county and any other relevant authority.

The application to the county government must be accompanied by the following;


1. Duly filled PPA 1 in triplicate,
2. Planning brief prepared by the registered physical planner signed according certificate of
lease Latest rent payments,
3. A comprehensive location plan and an advertisement for the proposal on the local dailies
and cite changes of the user.
4. The statutory and professional costs involved for the user to change application are
particularized as follows
a) Change of the user application fees
b) PPA 1 form fees
c) Newspaper advertisements fee and;
d) Professional fees.

Thereafter, the county government may approve or deny the application. Once the approval is
gotten they shall forward it to the cabinet secretary who is tasked with the duty of causing the land
to be re-surveyed and geo-referenced; have the land re-valued to determine the payable land rent
and any other fees; prepare amalgamation approval letters and forward the letters together with
the cadastral map and plan to Commission.

The Commission shall then be required to prepare the subsequent lease and forward them to the
Chief Land Registrar for registration (in form LA 29 as attached). Lastly, Emerald Constructing
Limited as the applicant will submit the existing certificate of lease to the Chief Land Registrar in
exchange of a new one.

In the event that the County Government declines the approval, they shall notify you in writing,
within thirty days outlining their reasons for refusal.

The physical planner must be registered under the Physical Planners Registration Act, and has
a certificate of Registration.

c. APPROVALS

a) Approval from NEMA for before construction of the borehole.

b) Certificate of occupation from the county government and certificate of practical completion
from the architect after construction of the office blocks.
PART B

DATED THIS………………………… DAY OF ……………………….. 2018

LICENCE AGREEMENT

BETWEEN

EMERALD CONSTRUCTION LIMITED

(Licensor)

AND

………………………

(Licensee)

_____________________________________________________________________

LICENCE

In respect of car parking space number ………………….situated on a portion of the land


comprised in

Land Reference Number 209/12348, Upper Hill, Nairobi Area

DRAWN BY:
C7 & COMPANY ADVOCATES,
Jumbo Towers, 6th floor,
P.O. Box 2021-00100,
NAIROBI.
TABLE OF CONTENTS
DEDICATION............................................................................................................................................. 2
ACKNOWLEDGEMENTS ....................................................................................................................... 2
LICENCE ...................................................................................................................................................... 7
TABLE OF CONTENTS ............................................................................................................................. 8
LICENCE AGREEMENT ....................................................................................................................... 10
1. DEFINITIONS AND INTERPRATIONS ...................................................................................... 10
2. LICENCE .......................................................................................................................................... 11
3. LICENSEE'S UNDERTAKINGS ................................................................................................... 11
4. GENERAL CONSIDERATIONS ....................................................................................................... 12
5. ACKNOWLEDGEMENTS AND AGREEMENTS BY THE LICENSEE ................................. 12
6. TERMINATION ............................................................................................................................... 13
7. ENTIRE AGREEMENT CLAUSE ................................................................................................. 13
8. NOTICE ............................................................................................................................................. 14
9. GOVERNING LAW ......................................................................................................................... 14
AGREEMENT FOR SALE 3 .................................................................................................................. 17
AGREEMENT FOR SALE ..................................................................................................................... 18
EMERALD CONSTRUCTION LIMITED ........................................................................................ 18
GIANPERO MASCOLINI .................................................................................................................. 18
1.DEFINITIONS AND INTERPRATION ............................................................................................. 19
2. AGREEMENT TO PURCHASE ......................................................................................................... 20
3. PURCHASE PRICE AND DEPOSIT ................................................................................................. 21
4. COMPLETION DATE ......................................................................................................................... 21
5. TIME OF THE ESSENCE ................................................................................................................... 22
6. COSTS ................................................................................................................................................... 22
7. SHARES IN THE MANAGEMENT COMPANY ............................................................................. 22
8. MANAGEMENT COMPANY............................................................................................................. 22
9. SERVICE CHARGE ........................................................................................................................ 23
10. REVERSIONARY INTEREST ......................................................................................................... 23
11. SPECIAL CONDITIONS................................................................................................................... 23
12. REPRESENTATIONS, WARRANTIES, DISCLAIMER .............................................................. 24
13. DEFECTS LIABILITY CLAUSE ..................................................................................................... 24
14. SEVERABILITY ................................................................................................................................ 24
15. NOTICE ............................................................................................................................................... 24
16. ARBITRATION .................................................................................................................................. 24
17. ENTIRE AGREEMENT .................................................................................................................... 25
LICENCE AGREEMENT
THIS LICENCE AGREEMENT made this………… day of…………. 2018 BETWEEN:

EMERALD CONSTRUCTION LIMITED a private company incorporated with limited


liability in the Republic of Kenya and having its registered office situated in Nairobi , Kenya for
the purposes hereof of Registration Number BN-8XC6YZB and Post Office Box Number
12345-00100, Nairobi , (hereinafter referred as the Licensor which expression shall where the
context so admits include the Licensor’s successor in title and assigns)

AND

………………. of ID Number ..............and Post Office Box Number ………. Nairobi.


(Hereinafter referred as the Licensee which expression shall, where the context so admits, include
the Licensee’s successors in title and permitted assigns).

1. DEFINITIONS AND INTERPRATIONS


In this Agreement the following expressions shall have the following meanings:
1.1 “The Licensor” means Emerald Construction Limited a private company incorporated with
limited liability in the Republic of Kenya.
1.2 “The Licensee” means ………………… of Post Office Number ………. Upper Hill Nairobi.
1.3 “The Premises” means Emerald Construction Building.
1.4 “Parking Bay” means the parking located underground of the Emerald Construction Ltd
building.
1.5 “Designated Parking Space” means the space marked for parking located underground the
building.
1.6 “Access ways” means the road paths, entrance halls corridors of the Premises which are
necessary to obtain access to the parking bay where the Designated Parking is situated.
1.7 “Licence Period” means the period from the ……day of …….2018 until …..day of …….
2018 or the date on which the Licensee’s rights are determined in accordance with the
agreement.
1.8 “Licence Fee” Kenya Shillings Ten Thousand and Five Hundred (K.Shs.10, 500) inclusive of
V.A.T, per month payable on or before the 10th day of each month.
2. LICENCE
2 Subject to Clauses 3 and 4 the Licensor gives the Licensee the right to use for the Licence
Period;
2.1 For the purpose of parking one (1) motor vehicle, the Designated Parking bay; and
2.2 For the purposes of access to and egress from the Designated Parking Space, the Access Ways.

3. LICENSEE'S UNDERTAKINGS
The Licensee agrees and undertakes:
3.1 To pay to the Licensor;
3.1.1 A monthly fee of Kenya Shillings Ten Thousand and Five Hundred (Kshs.10, 500/-)
inclusive of VAT. The payment should be made on or before the 10th day of each month.
3.1.2 Three Months deposit with the Licensor as security for the performance and observance of
the undertakings of Kenya Shillings Thirty One Thousand and Five Hundred (K.Shs.31,
500) such sum refundable to the Licensee (less such amount as, shall be due to the Licensor
in respect of any non-performance or non-observance by the Licensee) within 14 days of
the determination of the Licence Period or such longer period as may be necessary to
ascertain such amount due to the Licensor.
3.3 Not to block other users and must park only at the Designated parking Bay.
3.4 The user to adhere to all guidelines placed by the management.
3.5 Not to use the Designated Parking Space or Access Ways in such a way as to cause any
nuisance, damage, disturbance, annoyance, inconvenience or interference to the Premises or
adjoining property or to the owners, occupiers or users of such adjoining property.
3.6 Not to do any act which might constitute a breach of any statutory requirement affecting the
Premises or which would vitiate in whole or in part any insurance effected in respect of the
Premises from time to time.
3.7 Immediately to give to the Licensor details of the registration numbers of the motor cars
which will be parked on the Designated Parking Space and the names of the owners and
drivers of such motor cars and to notify the Licensor prior to any change in such details.
3.8 To indemnify the Licensor and keep the Licensor indemnified against all losses, claims and
demands ,actions, proceedings, damages ,costs or expenses or other liability arising in any
way from licence, any breach of any of the Licensee's undertakings contained in this Clause
or the exercise or purported exercise of any of the rights given in Clause 2.
3.9 To observe such reasonable rules and regulations as the Licensor may make and of which the
Licensor shall notify the Licensee from time to time governing the Licensee's use of the
Designated Parking Space or the Access Ways
3.10 To pay to the Licensor on demand and indemnify the Licensor against all costs and expenses
(including any VAT) of professional advisers and agents incurred by the Licensor in
connection with the preparation, negotiation and completion of the licence agreement.
3.11 Not to impede in any way the Licensor or its servants or agents in the exercise of the
Licensor's rights of possession and control of the Premises and every part of the Premises.

4. GENERAL CONSIDERATIONS
4.1 The Licensor has the right, in the event that the licencee breaches any undertaking
contained in Clause 3, to require that the Licensee vacate immediately on notice given by
the Licensor at any time following such breach.
4.2 Not less than 1 months’ notice given by the Licensee to the Licensor concerning vacation
from using the parking bay;
4.3. The benefit of this licence is personal to the Licensee and not assignable and the rights
given in Clause 2 may only be exercised by the licensee or his/ her agent;
4.4. The Licensor shall not be liable for the death of or injury to any person or for damage to
any property of or any losses claims demands actions proceedings damages costs or
expenses or other liability incurred by the licensee or any person referred to in Clause 4.2
in the exercise or purported exercise of the rights granted by Clause 2.
4.5. All notices given by either party pursuant to the provisions of this Agreement shall be in
writing and shall be sufficiently served if delivered by hand or sent by recorded delivery to
the other party at its registered office and address).

5. ACKNOWLEDGEMENTS AND AGREEMENTS BY THE LICENSEE

5.1 It is hereby acknowledged and agreed by the Licensee as follows:


a) The Licensee will at all times occupy the Designated Parking Space in the premises
hereunder as a licensee only and nothing contained in this Agreement will be construed to
give rise to any right of tenancy to the Licensee;
b) That the Licensee does not enjoy exclusive possession of the Designated Parking Space
and that the Licensor, its servants and agents shall be entitled at any time and from time to
time to enter on the Designated Parking Space for whatsoever purpose the Licensor shall
deem necessary or desirable; and
c) That this Agreement is personal to the Licensee and the Licensee shall not assign or transfer
any of his rights under this Agreement to any person.

6. TERMINATION
6.1. The Licensor may terminate the agreement, and/or to reallocate the user a different parking
bay as deem reasonable.
6.2. The Licensor may terminate this Agreement forthwith and without notice in any of the
following events if the Licensee fails to comply with any term or condition of this
Agreement.
6.3. Termination of this Agreement under clause 6.1 shall not release or otherwise absolve any
party from its liabilities, duties and obligations accrued due to the date of the termination
until such liabilities, duties or obligations and the accounts relating thereto shall have been
fully settled and discharged.
6.4. Upon termination of this Licence Agreement the Licensee will:
a) Forthwith, cease using the Designated Parking Space; and
b) Forthwith, vacate the Designated Parking Space.

7. ENTIRE AGREEMENT CLAUSE


7.1 This Agreement constitutes the entire agreement between the parties hereto and
supersedes all previous oral and written agreements (if any) between the parties and no
other terms, warranties, representations or conditions (whether written or oral) will be
included or implied unless agreed upon in writing and executed by the parties hereto or
an authorized officer or representative (as the case may be) of each of the parties to this
Agreement.

8. NOTICE
8.1. Any notice to be given or made by one party hereto to the other shall be in writing and
shall be deemed made and served:
a) When left at the Premises (in the case of a notice to the Licensee) or when delivered to the
registered office of the Licensor (in the case of a notice to the Licensor); or
b) Five (5) days after posting if sent by post to the postal address of each party given herein
provided that proof is given that the notice was properly addressed and adequately stamped
and put into the post.

9. GOVERNING LAW
9.1 This agreement will be interpreted and construed according to, and governed by the laws of
the Republic of Kenya. Any dispute regarding this agreement shall be examined under the
jurisdiction of these laws.

IN WITNESS WHEREOF the Licensor and the Licensee have executed this licence agreement
the day and year first hereinabove written.
THE LICENSOR:

SEALED with the Common Seal of ]


EMERALD CONSTRUCTIONLIMITED]
Certificate of Incorporation No. BN-8XC6YZB ]
KRA P.I.N NO. P78963289015B
in the presence of: ]
]
]
--------------------------------- ]
Director: PERPETUAL GATHONI ]
]
------------------------- ]
Director: EZRA KESSE ]
]
Before me: ]
]
]
]
------------------------------------ ]
ADVOCATE
ADVOCATE’S CERTIFICATE

I ………………………CERTIFY that the above-named PERPETUAL GATHONI Director and


EZRA KESSE Director/Secretary of EMERALD CONSTRUCTION LIMITED appeared
before me on the ................... day of ................................, 2018 and being known to me/identified
by ID/Passport Nos 31702345 and 10784523 acknowledged the above signatures or marks to be
theirs and that they had freely and voluntarily executed this instrument and understood its contents.

-----------------------------------------
Signature and Designation of
Person Certifying
SIGNED by the LICENSEE ]
………………………….. ]
ID NUMBER …………… ]
In the presence of ]
]
Advocate ]
DRAWN BY:
C7 AND COMPANY ADVOCATES,
Jumbo Towers, 6th floor,
P.O. Box 2021-00100,
NAIROBI.
PART C

DATED THIS ……………….. DAY OF …………………….. 2018

AGREEMENT FOR SALE


-between-

EMERALD CONSTRUCTION LIMITED

“Vendor”

- and-

GIANPERO MASCOLINI

AND

ISABELLA RICOTTA

“Purchasers”

FOR

APARTMENT NUMBER A1

ERECTED ON L.R. 209/12348

(AS THE “PROPERTY”)

Drawn By:
C 7 & COMPANY ADVOCATES,
P.O BOX 2021- 00100-0100,
JUMBO TOWERS, 2ND FLOOR,
NAIROBI.
TABLE OF CONTENT ON AGREEMENT FOR SALE

AGREEMENT FOR SALE …………………………………………………………………………18


EMERALD CONSTRUCTION LIMITED ........................................................................................ 18
GIANPERO MASCOLINI .................................................................................................................. 18
1.DEFINITIONS AND INTERPRATION ............................................................................................. 19
2. AGREEMENT TO PURCHASE ......................................................................................................... 20
3. PURCHASE PRICE AND DEPOSIT ................................................................................................. 21
4. COMPLETION DATE ......................................................................................................................... 21
5. TIME OF THE ESSENCE ................................................................................................................... 22
6. COSTS ................................................................................................................................................... 22
7. SHARES IN THE MANAGEMENT COMPANY ............................................................................. 22
8. MANAGEMENT COMPANY............................................................................................................. 22
9. SERVICE CHARGE ........................................................................................................................ 23
10. REVERSIONARY INTEREST ......................................................................................................... 23
11. SPECIAL CONDITIONS................................................................................................................... 23
12. REPRESENTATIONS, WARRANTIES, DISCLAIMER .............................................................. 24
13. DEFECTS LIABILITY CLAUSE ..................................................................................................... 24
14. SEVERABILITY ................................................................................................................................ 24
15. NOTICE ............................................................................................................................................... 24
16. ARBITRATION .................................................................................................................................. 24
17. ENTIRE AGREEMENT .................................................................................................................... 25
AGREEMENT FOR SALE
THIS SALE AGREEMENT is made this day of Two Thousand
and Eighteen BETWEEN:

EMERALD CONSTRUCTION LIMITED a limited liability company incorporated in Kenya


of Registration Number BN-8XC6YZB and Post Office Box Number 12345-00100, Nairobi,
Kenya (herein after referred to as the “Vendor” which expression shall where the context so
admits include its successors and assigns) of the one part;
AND

GIANPERO MASCOLINI of ID No. 2345678, and ISABELLA RICOTTA of ID No. 445678,


both of Post Office Box Number 7889-00100 Nairobi, Kenya (herein after referred to as the as the
“Purchasers” which expression shall where the context so admits include their personal
representatives and assigns) of the other part.

WHEREAS:

A. The Vendor is the registered proprietor as Lessee of all that land known as L.R.
209/12348 situated in the UPPER HILL AREA, NEXT TO THE DON BOSCO
CATHOLIC CHURCH within NAIROBI COUNTY measuring about six (6) Acres
(hereinafter referred to as “the Site”).

B. The Vendor is in the process of constructing penthouse apartments located on the 20 th


Floor of the complex.

C. The Vendor has agreed to sell the Purchaser THE PENTHOUSE (A1) together with
the right to use the pathways, entrances, lift, parking lot and all other common amenities.

D. A Management Company (hereinafter called the “Management Company”) shall be


incorporated for the purposes of managing the property. Each lessee of every Apartment
in the Property will simultaneously with the execution of the Lease apply for
membership and transfer of one (1) share in the Management Company. Such
membership and transfer of share to remain an inseparable portion of this Lease.

IT IS NOW HEREBY AGREED as follows:

1.DEFINITIONS AND INTERPRATION


“Building Plans” means the Architect’s plans and other drawings related to the Apartments and
to the property (and any amendments thereto) and copies of which the Purchaser hereby
acknowledges the Purchaser has seen and understood.

Completion date refers to thirty (30) days after the issuance of the certificate of occupation from
the county government.

“Completion documents” refer to the documents listed in Clauses 4.2 (a) to 4.2 (p).

“Deposit means twenty five (25) per centum of the purchase price of Kenya Shillings Forty-Five
Million (KSH. 45,000,000) which is the sum of Kenya Shillings Eleven Million, Two Hundred
And Fifty Thousand (Ksh.11, 250, 000)

“Interest” means interest during the period from the date on which the payment is due to the date
of payment calculated at 10% per year.

“Land” means ALL THAT piece of land situated in Upper hill in the Nairobi County of the
Republic of Kenya containing by measurement six 6 acres or thereabouts known as Land
Reference Number 209/12348 being the land held by the Vendor on absolute basis.

“Lease” means the long lease of the Property to be granted by the Vendor to the Purchaser for the
remainder of the term / 60 years.

“Other penthouse Apartments” means all the remaining Apartments on the property other than
A1.
“Penthouse means the four (4) penthouse apartments located on the 20th floor of the erected
building.

“Plan” means the building plan of the Land on which the Property will be developed.

“Purchaser’s Advocates” means Jemtai & Company Advocates, TSS BUILDING, 2ND
FLOOR, P.O BOX 2345-00100, Nairobi.

“Property” means the entire infrastructure, amenities, buildings and improvements to be


constructed on the Land in a form complying with the Building Plans and which property has been
named “EMERALD GARDENS” by the Vendor.

“RTGS” means the transfer of funds by way of Real Time Gross Settlement or other equivalent
electronic transfer of funds

“Share Premium” means the amount of Kenya Shillings Forty-Five Million (KShs.45,000, 000/=)
for one (1) ordinary share in the Management Company.

“Unit” means Apartment Number A1 as the same shall be shown on the Plan and the Vendor
shall build the Apartment as per the Architect’s plans and amendments thereto which the
Purchaser acknowledges that the Purchaser is fully aware of and no changes which may be
required by the Purchaser shall be entertained.

“Vendor’s Advocates” means C7 & Co. Advocate, KSL BUILDING, GROUND FLOOR,
P.O BOX 2345- 00100, Nairobi

2. AGREEMENT TO PURCHASE
2.1. The Vendor has agreed to sell and the purchasers have agreed to purchase the unit.

2.2 The interest sold in the Property is a leasehold for the remainder of the term of 99 years
from 1st December 1980, commencing on the day of issuance of certificate of occupation

2.3 The Purchaser shall take possession of the unit on the completion date.
3. PURCHASE PRICE AND DEPOSIT
The purchase price for the unit shall be Kenya shillings forty-five million (KSH. 45,000,000)
payable in two instalments as follows:

3.1 Kenya Shillings Eleven Million Two Hundred and Fifty Thousand (KSH. 11,250,000) only,
being twenty five percent (25%) of the purchase price at the time of the agreement, payable to
the vendor’s advocate in cash via RTGS, as deposit.
3.2 Kenya Shillings Thirty-Three Million, Seven Hundred And Fifty Thousand (KSH 33,750,000)
payable on the completion date, as the balance to the purchase price.

4. COMPLETION DATE
4.1 The Completion date shall be thirty days after issuance of the certificate of occupation.

4.2 In exchange for payment of the balance of the purchase price, the vendor’s advocate shall
deliver to the purchasers’ advocate the following completion documents:

a. The original Certificate of Title document of the said property;


b. A certificate of practical completion from the architects;
c. A certificate of occupation in respect to the penthouse from the County Government;
d. National Construction Authority ( NCA) Approval;
e. Physical Planning Authority Approval;
f. Registered Master Plan/ Site Plan;
g. Certified copy of Certificate of Incorporation of the Management Company;
h. Original Share Certificate;
i. Board resolution to sell the property;
j. Company PIN Certificate duly certified;
k. Three passport size coloured photographs of the Vendor(Directors);
l. National Identification Cards of the Directors
m. National Environment Management Authority Consent;
n. Land Rent Clearance Certificate;
o. Rates Clearance Certificate;
p. National Land Commission Consent;

5. TIME OF THE ESSENCE


5.1 The parties expressly stipulate that conditions as to time must be strictly complied with.
5.2 If the Purchaser fails to fulfil his obligations under this Agreement including the obligations to
pay the purchase price as aforesaid then the Vendor shall be entitled to serve a notice in writing
upon the Purchaser to make such payment in full within Twenty-One (21) days from the date
upon which such notice is served on the Purchaser. If the Purchaser shall fail to make such payment
before the expiry of the said notice then the Vendor shall be entitled to rescind this Agreement by
notice in writing to the Purchaser and forfeit the deposit.

6. COSTS
6.1 Each party shall pay the legal costs of their own advocates of and incidental to the preparation
and the completion of this agreement and transfer.

7. SHARES IN THE MANAGEMENT COMPANY


7.1 Following the registration of the Lease of the Property in favour of the Purchaser the Vendor
shall transfer or procure the issuing of a Share in the Management Company to the Purchaser.

7.2 The Purchase hereby undertakes and covenants that in the event the Purchaser shall
hereafter sell the Property, such sale shall always be subject to the Purchaser transferring the
one (1) Share in the Management Company to the new purchaser or other transferee of the
Property.

8. MANAGEMENT COMPANY
8.1 The Property shall be managed in accordance with the rules and regulations promulgated
from time to time by the Board of Directors and the Articles of Association of the Management
Company.
9. SERVICE CHARGE
9.1 The purchaser shall pay an annual service charge of Kenya Shillings Twenty Four Thousand
(Kshs.24,000) to the management company. The fee shall be payable before occupation of the
house.

10. REVERSIONARY INTEREST


10.1 The parties agree that the Vendor will, subject to the payments required from the Purchaser
and the owners of the Other pent houses as provided herein being paid in full, begin the process of
the transfer of the reversion expectant upon and to the Land to the Management Company after
sale of the last of the leases to the Other pent house being registered to the respective present and
future purchasers thereof and the last of the shares in the Management Company being transferred
accordingly.

11. SPECIAL CONDITIONS


11.1 The Purchaser shall execute the Lease for the Property and the requisite share transfer and
shall pay the stamp duty and registration fees for the Lease and all costs related to the completion
of a valuation for the Property by the Government Chief Land Valuer and stamp duty costs on the
share transfer to the Vendor’s Advocates within Fourteen (14) days of the Vendor’s Advocates
requiring the same and the Vendor’s Advocates shall thereafter arrange for the stamping, and
registration of the same at the Lands Office in accordance with the provisions herein.

11.2 The Purchaser shall pay to the Vendor’s Advocates legal fees which is inclusive of VAT
but exclusive of disbursements for the completion and registration of the Lease and share allotment
upon the Purchaser executing this Agreement.

11.3 It is specifically agreed by the Purchaser that one of the terms of the said Lease by way of
which the Property shall be transferred to the Purchaser is that the Purchaser shall pay to the
Vendor or to the Management Company on or before the Completion Date and in any case before
the Purchaser is given possession of the Apartment its share of all expenses incurred and on
account of the upkeep and maintenance of the grounds of the Property and buildings thereon
including shared costs of the Maintenance and upkeep of the Sewer treatment plant and the
borehole on the Land and a proportion of the Service Charge items shall be more particularly
included in the Lease together with a proportionate estimated share of all expenses in respect of
common services on the Property. In that regard, the Purchaser shall pay to the Vendor a deposit
of Kenya Shillings Fifteen Thousand (KShs.15,000/=) towards and on account of the said costs
for three months and shall be required to maintain a deposit of Kenya Shillings Nine Thousand
(KShs.9,000/=) throughout the term of the Lease.

12. REPRESENTATIONS, WARRANTIES, DISCLAIMER


12.1 Each party represents and warrants to the other that the party has capacity to enter into and
perform this agreement.

12.2 The Vendor warrants that it has good title sold together with the property and is not aware of
any claim to acquire or repossess the property.

12.3 The Purchaser admits that it has inspected the property and purchases it will full knowledge
of its actual state and takes as it stands.

13. DEFECTS LIABILITY CLAUSE


13.1 The Vendor shall undertake repairs on structural defects appearing on the property within the
first six (6) months of occupation and thereafter the Purchaser shall have no claims whatsoever for
any alleged faulty, defective or incomplete works.

14. SEVERABILITY
14.1 Where a court of competent jurisdiction or tribunal declares any clause, invalid or incapable
of being performed, it shall not affect the remaining clauses of this agreement.

15. NOTICE
15.1 Any notice to be given to any Party to this Agreement shall be in writing and shall be deemed
to be duly served by being sent by registered post or by personal delivery to the physical address
given herein.

16. ARBITRATION
16.1 All disputes arising out of this agreement shall be referred to arbitration and shall be presided
by an arbitrator appointed by both the parties.
17. ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the parties and supersedes all previous
agreements, whether written or oral between the parties in respect of the subject matter herein.

IN WITNESS WHEREOF the parties hereto have hereunto set their respective hands the day
and year first hereinbefore written:

SEALED with the Common Seal of )

the Vendor the said )

Emerald Construction Ltd. )

In the presence of: )

NAME ……………………………………………...)
ID NO…………………………………………. )
SIGNATURE………………………………….
)

(Director) )

NAME ……………………………………………. )
ID NO…………………………………………. )
SIGNATURE………………………………….
)

(Director/Secretary) )
I hereby certify that I attested the signature of the directors of EMERALD COMPANY LIMITED
who freely and voluntarily executed this instrument in my presence and confirm the passport
photographs, ID passport number and pins of each of the directors are true and correct

SIGNATURE OF PERSON CERTIFYING


)

Signed and Sealed by the Purchasers

GIANPERO MASCOLINI

I.D. NO 2345678,

………………………………. )

Signature )

ISABELLA RICOTTA

I.D. NO 445678,

………………………………… )

Signature

In the presence of
Advocate

Certification

I Certify that in my presence I saw the Purchasers duly sign this Agreement For sale

Signature of Witness…………………….