THIS AGREEMENT made at Mumbai this day of January, 20__;
BETWEEN
_________, of Mumbai, Indian Inhabitant, hereinafter referred to as "the Transferor" (which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include his/her heirs, executors and administrators) of the One Part
AND

_____________, of Mumbai, Indian inhabitant, hereinafter referred to as "the Transferee" (which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include his/her heirs, executors and administrators) of the Other Part.

WHEREAS:

(i) The ________________ ("the Society") being a housing society registered under the provisions of the Maharashtra Co-operative Societies Act, 1960 under Registration No. ____________is the owner of the building known as "__________" situate at ______________.

(ii) The Transferor is a member of the Society and is the holder of five fully paid up shares of the face value of Rs.__/- each bearing Distinctive Nos. __to __ (both inclusive) and comprised in Share Certificate bearing No.__issued by the said Society (hereinafter referred to as "the said shares").

(iii) As a member of the Society the Transferor is entitled to occupy on what is popularly known as "ownership basis" the residential Flat No._____admeasuring approx. ____sq. feet carpet area on the first floor of the building known as __________, together with the use of ____ open car parking space/s in the compound of the said building, situate at ___________________(the said flat and the said open car parking space/s being hereinafter referred to as "the said premises").

(iv) Pursuant to the negotiations held in that behalf, the Transferor has agreed to transfer and assign and the Transferee has agreed to acquire and take over from the Transferor the Transferor's rights in the said shares and as incidental thereto the said premises, for the consideration and upon the terms and conditions hereinafter appearing.

NOW THIS AGREEMENT WITNESSETH and it is hereby agreed by and between the parties hereto as under :

1. The Transferor hereby agrees to transfer and assign to the Transferee and the Transferee hereby agrees to acquire and take over from the Transferor as tenant all that the Transferor's right, title and interest in:

(a) The five fully paid-up shares of the face value of Rs.___/- each bearing Distinctive Nos. ___to ___(both inclusive) and comprised in Share Certificate No.__issued by the __________________(hereinafter referred to as "the said shares"), and

(b) The residential premises being Flat No.____ admeasuring ___sq. feet of carpet area on the first floor of the building known as ___________, situate at _________________, together with the use of ___open car parking space/s in the compound of the said building (the said flat and open car parking space/s being hereinafter referred to as "the said premises"),

free from all encumbrances, lien, charges or claims whatsoever, at or for the lumpsum consideration of Rs._____________/- (Rupees _____________Only) payable by the Transferee to the Transferor in the following manner :

(i) Rs.________/- (Rupees ____________Only) as and by way of earnest money, paid by the Transferee to the Transferor on or before the execution of this Agreement (the payment and receipt whereof the Transferor doth hereby admit and acknowledge and of and from the same and every part thereof doth hereby forever acquit, release and discharge the Transferees), and

(ii) Rs._________/- (Rupees ________________Only), being the balance consideration, to be paid by the Transferee to the Transferor at the time of completion of the transfer of the said shares and the said premises as more particularly mentioned in paragraph __ below.

2. The parties hereto shall forthwith submit to the Office of the Appropriate Authority appointed under Chapter XX-C of the Income Tax Act, 1961("the said Act") the requisite Form No. 37-I under section 269 UC of the said Act, duly filled in and verified by the Transferor and the Transferees respectively.

3. In the event the Appropriate Authority passes an order of acquisition under section 269 UD of the said Act in respect of the said shares and as incidental thereto the said premises then :

(i) The Transferor shall forthwith refund to the Transferees the said amount of Rs.__________/- paid by the Transferees to the Transferor as earnest money at the time of execution of this Agreement and thereupon, this Agreement between the Transferor and the Transferees shall come to an end.

(ii) The Transferor shall thereafter be entitled to receive the entire consideration amount of Rs.___________/- (Rupees _____________Only) from the Central Government under section 269 UF read with section 269 UG of the said Act.

4. It is the intention of the parties that this Agreement shall be subject to the approval of the Appropriate Authority under section 269 UL(3) of the said Act. In the event the Appropriate Authority grants its No Objection Certificate under section 269 UL(3) of the said Act for the transfer of the said shares and as incidental thereto the said premises by the Transferor to the Transferee under this Agreement, the parties shall thereafter complete the transfer as contemplated in paragraph __ hereof.

5. (i) The Transferor shall endeavour to obtain and forward to the Transferee, within sixty days from the date hereof, the No Objection Certificate issued by the said Society for the transfer of the said shares and as incidental thereto the said premises in favour of the Transferee under this Agreement.

(ii) In the event the said Society does not give permission for the transfer of the said shares and the said premises in favour of the Transferee within sixty days as aforesaid, then in that event the Transferee shall at their absolute option be entitled to call upon the Transferor to forthwith refund to the Transferee, with interest, the said sum of Rs.___________/- paid by the Transferees as earnest money at the time of execution of this Agreement and upon the Transferee receiving the said amount, together with interest thereon, this Agreement shall come to an end and thereupon neither party shall have any claim against the other.

6. (i) The sale of the said shares and as incidental thereto the said premises shall be completed in favour of the Transferee within thirty (30) days from the receipt of the No Objection Certificate issued by the Appropriate Authority appointed under the provisions of Chapter XX-C of the said Act, or within thirty (30) days from the receipt of the No Objection Certificate of the said Society in respect of the sale of the said shares and the said premises, whichever is later.

(ii) At the time of completion of the sale of the said shares and the said premises in favour of the Transferee as mentioned in sub-clause (i) above, the Transferor shall:

(i) put the Transferee in quiet, vacant and peaceful possession of the said premises; and

(ii) hand over to the Transferee the following documents:

(A) Original Share Certificate No. ___ issued by the said Society in respect of the said shares;

(B) The duly executed share transfer forms required under the Maharashtra Co-operative Societies Act, 1960 for the effective transfer of the said shares and the said premises in favour of the Transferee;

(C) The original Agreement For Sale dated ________ and the original Indenture dated ________ between the said ____________and _____________of the one part and the Transferor herein of the other part in respect of the said shares and the said premises;

(D) The No Objection Certificate issued by the said Society for the transfer of the said shares and the said premises in favour of the Transferee and agreeing to admit the Transferee as a member of the said Society in place and stead of the Transferor;

(E) A letter addressed to the said Society by the Transferor requesting them to transfer the said shares and the said premises, together with all deposits, including Sinking Fund, lying to the credit of the Transferor in the record of the Society to the name of the Transferee;

(F) A letter addressed to the B.E.S.T. requesting them to transfer to the name of the Transferee all meters, installations and deposits standing in the name of and/or to the credit of the Transferor.

Provided that prior to the transfer in favour of the Transferee of the said deposits, including Sinking Fund lying to the credit of the Transferor in the records of the Society and the deposits lying with the B.E.S.T., the Transferee has reimbursed to the Transferor an equivalent amount of the said deposits.

7. At the time of completion of the sale of the said shares and as incidental thereto the said premises, the Transferor shall make out a clear and marketable title to the said shares and the said premises, free from all encumbrances and doubt whatsoever.

8. The Transferor hereby declares, agrees, undertakes and confirms as under :

(a) That the Transferor is the sole owner of the said shares and as such is solely and absolutely entitled to use, enjoy and occupy the said premises;

(b) That the Transferor has good right, full power and absolute authority to enter into this Agreement and to sell and transfer and confirm the said shares and the said premises to the Transferee;

(c) That the Transferor shall hand over to the Transferee at the time of completion of the transfer of the said shares and the said premises quiet, vacant and peaceful possession of the said premises;

(d) That the Transferor has not created any right, title, interest, mortgage, charge or encumbrance whatsoever in respect of the said shares and/or the said premises whether by way of sale, exchange, mortgage, gift, trust, tenancy, possession, inheritance, lien or otherwise howsoever in favour of any person or person whatsoever, and that the said shares and the said premises are free from all encumbrances, lien, claim and/or demand whatsoever;

(e) That the said shares and the said premises are not subject to any lespendens or attachment either before or after judgement or any other impediment or like nature;

(f) That no notice has been received from the Municipal Corporation of Greater Bombay, or from any other Government Authority for having committed any violation of any statutory provisions, rules and regulation, in respect of the said premises;

(g) That no notice of acquisition or requisition has been received in respect of the said premises;

9. The Transferor hereby agrees and covenants that from the date hereof till handing over the possession of the said premises to the Transferee, the Transferor shall not do or omit to do or cause to be done or omitted any act, deed, matter or thing which may in any manner prejudicially affect the right, title and interest of the Transferor to the said shares and/or the said premises.

10. The Transferor shall pay all rents, rates, taxes, assessments, Society outgoings and other charges and amounts whatsoever due or payable to the Government, Municipality or the said Society in respect of the said premises upto the date on which the Transferor hands over possession of the said premises to the Transferee in manner aforesaid and shall indemnify and keep the Transferee indemnified against non-payment thereof. The Transferee shall pay and discharge all liabilities in respect of the said premises arising for the period on and after the date of completion of the sale and transfer in their favour and shall indemnify the Transferor against payment thereof.

11. The Transferor shall indemnify and keep the Transferee indemnified from and against all claims, expenses, charges, demands, actions and liabilities whatsoever arising out of or attached to the said shares and the said premises for the period prior to handing over possession of the said premises to the Transferee.

12. The Transferor confirms and covenants that on the Transferee being put in possession of the said premises at the time of completion of the sale and transfer as envisaged in this Agreement, the Transferee shall be entitled to exclusively hold the said shares and possess and enjoy the said premises and every part thereof without any suit, interruption, claim or demand whatsoever from or by the Transferor or any persons claiming by, from through under or in trust for him/her.

13. (i) The Transferor shall produce his/her Certificate under section 230-A of the Income Tax Act, 1961 prior to the completion of the sale and transfer of the said shares and the said premises to the Transferee.

(ii) If, for any reason whatsoever, the Transferor is unable to produce his/her 230-A Certificate as aforesaid, the same shall be not a ground for delay in completion of the sale and transfer. However, in such event, from and out of the said balance consideration of Rs. _________/- (Rupees ______________) payable by the Transferee, a sum of Rs. _________/- (Rupees __________Only) shall remain deposited in escrow with Messrs _____________, Advocates for the Transferor, until the Transferor has obtained her said 230-A Certificate. Upon the Transferor obtaining her said 230-A Certificate, Messrs _________________shall hand over the said sum of Rs.____________/- to the Transferor.

16. In the event the Transferees do not make payment of the balance consideration amount of Rs._________/- (Rupees __________Only) at the time of completion of the sale and transfer as specified in paragraph __ of this Agreement, the Transferor shall be entitled to give the Transferee seven days notice in writing for payment of the said balance consideration and making time essence of the contract. If the Transferee fail to pay the Transferor the balance consideration within the said notice period of seven days, the Transferor shall be entitled to forfeit a sum of Rs._________/- (Rupees _________Only) from and out of the said earnest money of Rs.__________/- (Rupees __________Only), and shall refund to the Transferees the balance sum of Rs.__________/- (Rupees __________Only), and thereupon this Agreement shall come to an end.

17. In the event the sale and transfer contemplated herein is not completed due to default on the part of the Transferor, the Transferee shall be entitled to specific performance of this Agreement. In the alternative, the Transferee shall at his/her absolute option require the Transferor to refund the said amount of Rs.______/- (Rupees ________Only) paid by the Transferee to the Transferor at the time of execution of this Agreement, together with interest thereon at the rate of 21% per annum from the date hereof till repayment.

18. At the time of completion of the sale and transfer of the said shares and the said premises as specified in paragraph __ above, the parties he

reto shall enter into and execute a Deed of Transfer containing provisions similar to those found in these presents and conveying the intention of these presents, and such Deed of Transfer shall be chargeable to stamp duty.

19. The transfer fees, donation and other charges and contributions, by whatever name called payable to the Society for the transfer of the said shares and the said premises under these presents or otherwise shall be borne and paid by the Transferor and the Transferees in equal shares.

20. All costs, charges and expenses of and incidental to this Agreement and the Agreement to be executed at the time of completion of the sale and transfer as envisaged herein, including stamp duty and registration charges shall be borne and paid by the Transferee alone. The Transferor and the Transferee shall pay their respective Advocates and Solicitors fees.

IN WITNESS WHEREOF the parties hereto have executed these presents the day and year first hereinabove mentioned.

SIGNED AND DELIVERED by )
the withinnamed Transferor )
____________________________ )
in the presence of … )

SIGNED AND DELIVERED by )
the withinnamed Transferee )
__________________________ )
in the presence of … )

Received the day and year first )
hereinabove written from the )
withinnamed Transferee the sum of )
Rs._______/- (Rupees __________Only )
as and by way of part consideration paid )
by them to me by cheque No. dated )
drawn on ) Rs._________/-

Witness: I say received :