Deed of Sale and Assignment Lease

Company Letterhead

{{company_name}} {{company_address}} Tel: {{phone}} Email: {{email}} Website: {{website}}

DEED OF SALE AND ASSIGNMENT OF LEASE

This DEED OF SALE AND ASSIGNMENT OF LEASE (hereinafter referred to as "this Deed") is made and entered into on this {{day}} day of {{month}}, {{year}},

**BY AND BETWEEN:**

**{{seller_company_name}}** (Registration Number: {{seller_registration_number}}), a company duly incorporated and registered in accordance with the laws of {{seller_jurisdiction}}, with its principal place of business at {{seller_address}} (hereinafter referred to as the "Seller"),

**AND**

**{{purchaser_company_name}}** (Registration Number: {{purchaser_registration_number}}), a company duly incorporated and registered in accordance with the laws of {{purchaser_jurisdiction}}, with its principal place of business at {{purchaser_address}} (hereinafter referred to as the "Purchaser").

The Seller and Purchaser are hereinafter collectively referred to as "the Parties" and individually as "a Party".

RECITALS

WHEREAS the Seller is the lawful owner of the movable/immovable assets described in Schedule A hereto (hereinafter referred to as "the Assets").

WHEREAS the Seller is a party to a Lease Agreement dated {{lease_agreement_date}} with {{landlord_name}} for the property located at {{leased_property_address}} (hereinafter referred to as "the Leased Premises"), a copy of which is attached hereto as Schedule B (hereinafter referred to as "the Lease Agreement").

WHEREAS the Seller desires to sell the Assets to the Purchaser and assign all its rights and obligations under the Lease Agreement to the Purchaser, and the Purchaser desires to purchase the Assets and accept the assignment of the Lease Agreement, upon the terms and conditions hereinafter set forth.

1. SALE AND PURCHASE OF ASSETS

1.1 The Seller hereby sells, transfers, and delivers to the Purchaser, who hereby purchases and accepts, the Assets as described in Schedule A, free from all encumbrances, liens, and claims whatsoever.

1.2 The purchase price payable by the Purchaser to the Seller for the Assets shall be the sum of {{currency}} {{purchase_price_amount}} ({{purchase_price_words}}), exclusive of VAT (if applicable), hereinafter referred to as the "Purchase Price".

2. PAYMENT TERMS

2.1 The Purchase Price shall be paid by the Purchaser to the Seller as follows:

a) A non-refundable deposit of {{currency}} {{deposit_amount}} ({{deposit_words}}) shall be paid by the Purchaser to the Seller upon the signing of this Deed.

b) The balance of the Purchase Price, amounting to {{currency}} {{balance_amount}} ({{balance_words}}), shall be paid by the Purchaser to the Seller on or before {{final_payment_date}}.

2.2 All payments shall be made by electronic funds transfer into the Seller's nominated bank account: Account Holder: {{seller_bank_account_name}}, Bank Name: {{seller_bank_name}}, Account Number: {{seller_bank_account_number}}, Branch Code: {{seller_bank_branch_code}}.

3. ASSIGNMENT OF LEASE

3.1 The Seller hereby assigns, transfers, and makes over to the Purchaser, who hereby accepts, all of the Seller's rights, title, and interest in and to the Lease Agreement, together with all obligations and liabilities arising thereunder, with effect from the Effective Date (as defined in Clause 5 below).

3.2 The Purchaser hereby indemnifies and holds harmless the Seller against all claims, demands, losses, costs, and expenses which the Seller may suffer or incur as a result of any breach by the Purchaser of the terms of the Lease Agreement from the Effective Date.

3.3 This assignment is subject to the written consent of the Landlord, {{landlord_name}}, being obtained. The Parties undertake to take all necessary steps to obtain such consent expeditiously.

4. WARRANTIES AND REPRESENTATIONS

4.1 The Seller warrants and represents that:

a) It is the lawful owner of the Assets and has the full right and authority to sell and transfer the same.

b) The Assets are free from any encumbrances, litigation, or claims.

c) It has disclosed all material information regarding the Assets and the Lease Agreement to the Purchaser.

4.2 The Purchaser warrants and represents that:

a) It has inspected the Assets and the Leased Premises and is satisfied with their condition.

b) It has the financial capacity to fulfil its obligations under this Deed and the Lease Agreement.

5. EFFECTIVE DATE AND POSSESSION

5.1 The effective date of this Deed and the transfer of ownership of the Assets and the assignment of the Lease Agreement (hereinafter referred to as "the Effective Date") shall be {{effective_date}}.

5.2 Possession of the Assets and the Leased Premises shall be given and taken on the Effective Date, subject to the Landlord's consent referred to in Clause 3.3.

6. BREACH

6.1 Should either Party commit a breach of any of the terms or conditions of this Deed and fail to remedy such breach within {{notice_period}} days after receipt of written notice requiring it to do so, then the aggrieved Party shall be entitled, without prejudice to any other rights it may have in law, to:

a) Claim specific performance of the terms of this Deed; or

b) Cancel this Deed and claim damages.

7. GOVERNING LAW AND JURISDICTION

7.1 This Deed shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

7.2 The Parties hereby consent to the non-exclusive jurisdiction of the Magistrates' Court/High Court of {{court_jurisdiction}} in respect of any dispute arising out of or in connection with this Deed.

8. ENTIRE AGREEMENT

8.1 This Deed constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and representations, whether oral or written, relating to the subject matter hereof.

8.2 No alteration, variation, or cancellation of this Deed shall be of any force or effect unless reduced to writing and signed by both Parties.

SIGNATURES

THUS DONE AND SIGNED at {{seller_signature_place}} on this {{seller_signature_day}} day of {{seller_signature_month}}, {{seller_signature_year}}.

**FOR THE SELLER:**

_____________________________

Name: {{seller_signatory_name}}

Designation: {{seller_signatory_designation}}

Witness: _____________________________

Name: {{seller_witness_name}}

THUS DONE AND SIGNED at {{purchaser_signature_place}} on this {{purchaser_signature_day}} day of {{purchaser_signature_month}}, {{purchaser_signature_year}}.

**FOR THE PURCHASER:**

_____________________________

Name: {{purchaser_signatory_name}}

Designation: {{purchaser_signatory_designation}}

Witness: _____________________________

Name: {{purchaser_witness_name}}