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MEMORANDUM OF UNDERSTANDING made at Mumbai this ……… day of…………..BETWEEN (1) …………………..…. & (2) …………………….. residing at …………………………………………. hereinafter called "The VENDORS" of the First Part and …………………………, residing at …………………………………………….. hereinafter called "the PURCHASERS" of the Other Part and reference to the parties hereto shall unless repugnant to the context or meaning thereof mean and include their respective heirs, executors, administrators and assigns :

WHEREAS the Vendors are registered members of the ……………………………… (hereinafter referred to as "the SAID SOCIETY") being a society registered under the Maharashtra Co-operative Societys' Act No. XXIV of 1961, under Registration No. BOM / (W-D) / HSG / (TC) / 5851 / 91-92 having its registered office at …………………………………………..and as such are the absolute owners of 5 shares of the face value of Rs.50/- (Rupees Fifty only) each, of the aggregate value of Rs. 250/- (Rupees Two Hundred and Fifty only) (hereinafter referred to as "the SAID SHARES") issued by the Said Society and which Share Certificate stands in the names of the Vendors :

AND WHEREAS as such members the Vendors have been allotted and are absolutely seized and possessed of and otherwise well and sufficiently entitled to Flat No. …….., admeasuring ………… sq. ft. or thereabout built-up area comprising of Two bedroom, hall, kitchen and with a small servant room, hereinafter referred to as "the SAID PREMISES" in the building named & known as "………………." situated at ……………………………………………….. and belonging to the Said Society :

AND WHEREAS the Vendors have agreed to sell, transfer and assign to the Purchasers and the Purchasers have agreed to purchase from the Vendors all the beneficial right, title and interest of the Vendors in the Said Premises together with the right of use and occupancy thereof at or for the price of Rs…………./- (Rupees ……………………………….. only) :

AND WHEREAS the parties hereto are desirous of recording the terms and conditions of this agreement in writing ;

NOW THIS AGREEMENT WITHNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS UNDER : -

1. The Vendors shall sell, transfer and assign and the Purchasers shall purchase and acquire the Said 5 Shares bearing Nos. …… to ……… and all the right, title and interest of the Vendors in the Said Flat No. …….. admeasuring …………. sq. ft. or thereabouts on the Ground floor in the building known as "………………" situated at ………………………………………and together with sinking fund and all deposits of the Vendors lying with the Said Society at or for the price of Rs……………/- (Rupees ……………………………..only) after all the obligations to the Said M.O.U. is carried out by the Vendors.

2. The Vendors shall hand over possession of the Said Premises to the Purchasers only upon the full price being received by the Vendors in accordance with this agreement.

3. The Purchasers shall pay to the Vendors Rs……………../- (Rupees ……………………………. only) in full consideration of the sale of Shares and Premises by pay order within 30 days of obtaining the last of the following : (a) the approval of the Said Society to this transaction (b) the Income-tax clearance Certificate of the Vendor under-section 230-A of the Income-tax Act, 1961 and (c) the No Objection Certificate from the Appropriate Authority as required under Chapter XX-C of the Income-tax Act, 1961.

4. The Vendors hereby covenants with the Purchasers as follows :

i) That the Vendors are the sole and absolute owner of the Said Shares and the Said Premises and no other person or persons has or have any right, title, interest, property, claim or demand of any nature whatsoever unto or upon the Said Premises, either by way of sale, charge, lien, gift, trust, lease easement or otherwise howsoever and has good right, full power and absolute authority to sell and transfer the same to the Purchasers ;

ii) That the Vendors have not created any charge or encumbrance of whatsoever nature in respect of the Said Premises nor are the Said Shares and the Said Premises subject matter of any litigation nor are the same or any of them attached in the execution of any decree nor has the Vendors created any tenancy or leave and licence or lease or any right in favour of anyone in respect of the Said Premises.

iii) That the Vendors have duly observed and performed the rules and regulations and bye-laws of the Said Society and has paid uptodate and shall pay upto the date of handing over possession their contribution of the municipal taxes, water, electricity and maintenance and other charges and outgoings payable in respect of the Said Premises;

iv) That the Vendors shall whenever required so to do from time to time and at all times hereafter execute and sign or cause to be executed and sign all such letters, forms, application, deeds, documents, writings and papers, if any, for more perfectly securing, assuring and effectually transferring the Said Shares and the Said Premises and electric connection and meter etc. unto and to the use of the Purchasers forever.

v) That the Vendors shall indemnify and keep indemnified the Purchasers from and against all actions, claims, demands, costs, charges and expenses etc. in respect of any act or omission, arisen prior to the date of handing over possession of the Said Shares and Premises whether payable by the Vendors of any predecessor in title or any person claiming through them.

5. The Purchasers hereby covenants with the Vendors as follows : -

i) That the Purchasers shall on getting possession of the Said Premises regularly pay to the Said Society their proportionate contribution of the municipal taxes, water, electricity and maintenance and other charges and outgoings payable in respect of the Said Premises.

ii) That the Purchasers shall observe and perform and abide by all the rules and regulations and bye-laws of the Said Society from time to time in force.
6. This M.O.U. is subject to the permission of the Appropriate Authority under Chapter XX-C of the income-tax Act, 1961.

a) In the event the Appropriate Authority does not exercise its right of purchase, the parties hereto shall act on this Agreement and the sale shall be completed by the Vendors in favour of the Purchasers upon the Vendors receiving full payment from the Purchasers ;

b) In the event the Appropriate Authority passes an order of acquisition the Vendors shall be entitled to receive all the monies directly from the Appropriate Authority and this M.O.U. shall forthwith stand terminated.

c) In the event that the Appropriate Authority directs purchase of the property and the Purchasers wishes to take legal action by way of Writ Petition or otherwise, the Purchasers may do so at their own cost only upon paying to the Vendors the entire amount payable under this M.O.U. before taking such legal action.

7. The Vendors shall hand over to the Purchasers all documents of title including all original agreements in respect of the Said Premises upon the receipt of the entire amount and upon the completion of the sale.

8. The transfer fees of the Said Society for the transfer of the Said Shares and the Said Premises in favour of the Purchasers shall be borne by the Vendors and Purchasers in equal shares.

9. The Stamp Duty, Registration Charges etc. shall be paid by the Purchasers.

10. Each party shall bear fees for their own legal Attorney.

11. Brokerage @ 2% of the total consideration i.e. Rs………………../- (Rupees ………………………………………. only) shall be paid by the Vendors to BUNSHA & ASSOCIATES irrespective of the flat being purchased by the Purchasers hereto or the Appropriate Authority.

12. This M.O.U. has been executed in Mumbai, the property is situated in Mumbai and the payments are to be made in Mumbai, and is subject to Mumbai jurisdication.


IN WITNESS WHEREOF the parties hereto have hereunto and to a duplicate thereof set and subscribed their respective hands the day and year first hereinabove written.