Sample Draft
Sample Draft
BETWEEN
AND
MRS./MR._____________________
This Agreement to Sub-lease (“Agreement”) together with the annexures is made and executed on ____
September, 2024 at Noida:
BY AND BETWEEN
PARMESH CONSTRUCTION CO. LTD., a company registered under the Companies Act 1956 and having
its registered office at 7th Floor, Tower-C, Plot No. 1, Sector-90, Noida, Gautam Buddha Nagar, U.P.-
201305 represented by its duly authorized person Mr. ____________ (hereinafter together referred to as
the “Company”) which expression shall, unless repugnant to the context thereof, be deemed to mean and
include its successors, representatives and assigns) of the FIRST PART;
AND
MRS. __________________
D/S/W/O _______________________
R/O ______________________________,
_________________________________,
__________________________________,
PAN –
[Hereinafter jointly or individually as the case may be referred to as “Allottee(s)” which expression shall,
unless repugnant to the context thereof, be deemed to mean and include its successors, representatives
and permitted assigns) of the SECOND PART.
CIN: ___________________________
Whereas:
A. New Okhla Industrial Development Authority (NOIDA) (hereinafter referred to as the “Lessor”)
allotted Admeasuring 25000 sq.mtr. (approx.) square meter of land at Plot No. Bw-58 Sector 32,
Noida, 201301(“hereinafter referred to as the Project Land”) vide allotment letter No.
_________________ dated _________ to Logix Buildtech Pvt. Ltd., a Company registered under
Companies Act, 1956, having its registered office at _________________________________
(hereinafter referred to as the “Lessee/Developer”). A Lease Deed was executed by the Lessor in
favour of Lessee which is duly registered with assurances of Sub-Registrar II(second), Noida as
doc. no.____________ dated __________ (hereinafter referred to as the “Lease Deed”).” In respect
B. The Lessee/ Developer is developing the mixed-use development project consisting of Hospitality,
Retail Mall, and Office Suites under the brand name “City Centre 32” (“Project”) at project land.
The Lessee has granted ______________________________________________________ the
mixed-use development project consisting of Hospitality, Retail Mall, and Commercial / retail Space
to the Company in terms of agreement dated _____________ To authorize the Company and to
perform its obligations under the agreement.
C. The Allottee(s) had applied to the Company for a commercial space in the Project vide application
no _______________ dated _____________ and has been allotted the commercial space as
described in detail under Schedule hereto (“Commercial Space”).
D. The Parties have gone through all the terms and conditions set out in this Agreement and
understood the mutual rights and obligations detailed herein.
E. The Parties hereby confirm that they are signing this Agreement with full knowledge of all the
applicable laws, rules, regulations, notifications, etc. applicable to the Project.
F. The Allottee(s) acknowledges that the Company has readily provided all information, clarifications,
details etc., as required by them and that the Allottee(s) has relied solely upon his own judgment
and investigations while deciding to execute this Agreement and no other oral or written
representation or statement made by the Company or any of its representative/channel
partner/employee (s) shall be considered to be part of this Agreement.
G. The Parties, relying on the confirmations, representations and assurances of each other to faithfully
abide by all the terms, conditions and stipulations contained in this Agreement and applicable laws,
are now willing to enter into this Agreement on the terms and conditions appearing hereinafter.
H. In accordance with the terms and conditions set out in this Agreement and as mutually agreed upon
by and between the Parties, the Company hereby agrees to sub-lease and the Allottee(s) hereby
agree(s) to acquire leasehold rights over the Commercial Space.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions and
understandings set forth in this Agreement and other good and valuable consideration (the receipt
and adequacy of which is hereby mutually acknowledged), the Parties with the intent to be legally
bound hereby agree as follows:
1. DEFINITIONS:
The words and expressions beginning with capital letters and defined in this Agreement shall,
unless the context otherwise requires, have the meaning ascribed thereto herein, and the words and
expressions defined in the Annexures and Schedules and used therein shall have the meaning
ascribed thereto in the Annexures and Schedules.
a. "Act" means the Real Estate (Regulation and Development) Act, 2016 (16 of 2016) made for the
State of Uttar Pradesh and such amendments, enactments, modification including orders,
regulations, circulars and notifications issued by the competent authorities from time to time;
c. “Allotment Letter” shall mean the letter issued by the Company giving details of Project, unit,
Consideration and Terms and Conditions of allotment including any amendment and supplement
letters issued by the Company in respect of allotment subsequently.
d. “Amenities” shall mean and include the facilities, compulsory paid facilities, optionally paid facilities
etc.
e. “Applicable Laws” shall mean all laws, brought into force and effect by the Government of India
(GOI) or the State Government including rules, regulations and notifications made thereunder, and
judgements, decrees, injunctions, writs and orders of any court of record, applicable to this
Agreement and the exercise, performance and discharge of their respective rights and obligations of
the Parties hereunder, as may be in force and effect during the subsistence of this Agreement.
f. “Applicable Permits” shall mean all clearances, licenses, permits, authorizations, no objection
certificates, consents, approvals and exemptions required to be obtained or maintained under the
Applicable Laws in connection with the construction, operation and maintenance of the Project
Highway during the subsistence of this Agreement.
g. “Approved Plan” shall mean and include the plan prepared by architect of the Project/Company
and as approved by the NOIDA/competent authority and may include the changes as may be
approved by the competent authority in accordance with Applicable Laws and Applicable Permits.
h. “Association of Allottee Owners” means the association of the unit owners spaces of the Project
to be formed under the UP-Apartment Act.
j. “Change in Law” means the occurrence of any of the following after the date of Allotment:
c. The commencement of any Indian law which has not entered into effect until the date of
Allotment.
d. A change in the interpretation or application of any Indian law by a court of record which has
become final, conclusive and binding, as compared to such interpretation or application by a
court of record prior to the date of Allotment, or
e. Any change in the rates of any of the Taxes that have a direct effect on the Project.
k. “Consideration” shall mean the total cost of the said Commercial Space in terms of Allotment
Letter including the cost of amenities to be annexed, attached to the said Commercial Space or for
the beneficial utilization of the said Commercial Space excluding the cost of the amenities which are
not disclosed at the time of allotment but to be determined by the Company later in terms of this
Builder Buyer Agreement or as per the Applicable Laws.
FOR PARMESH CONSTRUCTION COMPANY LTD ACCEPTED BY ALLOTTEE(S)
l. “Covered Area” of the said Unit includes the area of the said Unit including area enclosed by its
periphery walls, area under walls, columns, half the area of walls common with other Unit etc. which
form integral part of Said Unit.
m. “Common Areas” means the areas, amenities, utilities and facilities to be developed upon the Said
Lands, as a part of the Project, which are intended for the common use of, inter alia, the allottees,
purchasers and occupants from time to time of commercial Space in the Project.
n. “Company’s Bank Account/s” means the bank account/s as may be designated and operated
from time to time by the Company for payment and deposit by the Allottee/s of the Total Sale
Consideration, or any part/s thereof.
o. “Carpet Area” means the net usable floor area of a Unit, excluding the area covered by the external
walls, areas under services shafts, exclusive balcony or verandah area and exclusive open terrace
area, but includes the area covered by the internal partition walls of the apartment.
p. “Date of Offer of Possession” means the date of the written communication to be addressed to the
Allottee/s, under which the ‘ready to move in possession’ of the Commercial Space shall be offered
to the Allottee which is complete in all respects including the Commercial Space Specifications, and
for which occupation certificate and/or completion certificate, as the case may be, has been issued
by the competent authority;
q. “Earnest Money” means 10% of the Total Sale Consideration of the Unit;
t. “Interest” shall mean interest payable by Allottee/s to the Company or by the Company to the
Allottee/s, as the case may be, at the rate equal to MCLR (Marginal Cost of Lending Rate) on home
loan of State Bank of India +1% unless provided otherwise under the Rules.
u. “Layout Plan” shall mean and include the tentative plan prepared by the architect/Company for the
development of proposed Project commercially prior to approval by competent authority.
v. “Maintenance Agreement” shall have the meaning set forth in Clause 9.2 of this Agreement.
x. “Indemnified Parties” shall mean the Company, and its directors, partners, shareholders,
constituents, representatives, officers, employees, servants, agents, and all persons claiming under
them, and their respective successors and assigns.
y. “Parking Space/s” means such number of vehicle parking spaces (if applicable) referred to in the
Statement annexed hereto in Schedule hereunder annexed. The location and the designated
number of the Parking Space/s will be determined by the Company and notified (in writing) to the
Allottee(s) at the time of offer of Possession.
aa. "Rules" means the Uttar Pradesh Real Estate (Regulation and Development) Rules, 2016 as
amended from time to time.
bb. "Regulations" means the Regulations made under the Real Estate (Regulation and Development)
Act, 2016 for the State of Uttar Pradesh;
dd. “Super Area“ shall mean all such parts/areas in the staircases, which the Allottee(s) of the said
Commercial Space shall use by sharing with other occupants of the Said Project including corridors
land passages, atrium, common toilets, lifts and lift lobby, escalators, area of cooling towers, AHU
rooms security/fire control rooms, all electrical shafts, D.G. Shafts, A.C. Shafts, Pressurization
shafts, plumbing and fire shafts on all floors and rooms, stair cases mumties, lift machine rooms and
water tanks etc. In addition, entire service area in the basement may be included but not limited to
electric substation, transformers, D.G. set rooms, underground water and other storage tanks, A.C.
plant room pump rooms, maintenance and service rooms, fan rooms and circulation areas etc. shall
be counted towards common areas.
ee. “Taxes” means all present, future, and enhanced taxes, imposts, dues, duties, impositions, fines,
penalties, etc., by whatever name called, imposed/levied under any applicable law, and/or by
competent authorities, attributable to, and/or in relation to, and/or arising from, and/or imposed or
levied upon, the builder buyer agreement herein, and/or the Commercial Space, and/or the Parking
Space/s, and/or upon the Total Sale Consideration and/or upon the Association of Allottee Owners
to be formed in respect of the Project, and/or in respect of the documents and writings to be
executed in their favour, as contemplated herein, and/or otherwise; and includes Goods And
Services Tax (GST), education tax/cess/charges, local body tax, property rates and taxes and
cesses, stamp duty and registration charges, and any other taxes, imposts, impositions, levies, or
charges, in the nature of indirect tax, or in relation thereto, that is/are imposed or levied by any
competent authority.
ff. “TDS” means tax deducted at source, under the Income Tax Act, 1961.
gg. “TDS Certificate” means a certificate evidencing payment of TDS, presently in Form 16B under the
Income Tax Act, 1961.
hh. “Terms and Conditions of Allotment” shall mean terms and conditions of allotment broadly
relating to the Said Project, said Commercial Space, Consideration, mode of payment, Amenities,
possession, maintenance, payment of charges, user charges etc.
ii. “UP Apartment Act” means the Uttar Pradesh Apartment (Promotion of Construction, Ownership
and Maintenance) Act, 2010, its rules and amendments thereof from time to time.
1.2 Interpretation
1.2.1 In this Agreement, unless the context otherwise requires,
(a) References to any legislation or any provision thereof shall include amendment or re-
enactment or consolidation of such legislation or any provision thereof so far as such
1.2.2 The rule of construction, if any, that a contract should be interpreted against the parties responsible
for the drafting and preparation thereof, shall not apply.
1.2.3 Any word or expression used in this Agreement shall, unless otherwise defined or construed in this
Agreement, bear its ordinary English meaning and, for these purposes, the General Clauses Act
1897 shall not apply.
All measurements and calculations shall be in the metric system and calculations done to 2 (two)
decimal places, with the third digit of 5 (five) or above being rounded up and below 5 (five) being
rounded down.
2.1 The cost of construction of the said Commercial Space is escalation free subject to Force Majeure
under Clause12, and Change in Scope under Clause 7, the Allottee(s) hereby agrees to pay
additional charges due to increase in area, external charges, internal charges and other applicable
FOR PARMESH CONSTRUCTION COMPANY LTD ACCEPTED BY ALLOTTEE(S)
*All taxes, duties, levies i.e. Surcharge, G.S.T., Stamp Duty shall be payable in addition to the total
consideration.
2.2 The intending Allottee(s) has paid an amount of Rs.__________.00 (Rupees __________ Only) to
the Company being part payment towards the Total Sale Consideration and agrees and undertakes
to pay the balance amount of Rs.____________.00 (Rupees _________________Only)
hereinafter together referred to as the “Consideration” to be paid by the Allottee(s) in the manner
set out in the cost sheet & payment plan annexed herewith as Annexure -1A of this Agreement.
The Consideration is the total sale consideration which includes, wherever applicable, interest free
maintenance charges and other charges applicable on the date of agreement. Value added tax,
G.S.T., any other future taxes, cess etc. levied by the Government/government agencies/authorities
etc. shall remain the exclusive liability of the Allottee(s) to pay on demand or on general notification.
It is further clarified that the total price of said Commercial Space does not include the cost of
electric and water sub-meters which shall be installed by the Allottee(s) at his own cost and
expenses. If due to any subsequent legislation/government order or change in Fire Code or National
Building Code or if deemed necessary by the Company at its sole discretion, additional fire safety
measures are undertaken, then the Allottee(s) undertakes to pay within 15 (fifteen) days from
demand, the additional expenditure incurred thereon along with other Allottee(s) on basis of area. If
Allottee(s) opts for Assured Return Plan, the terms and conditions of annexure annexed herewith
as Annexure -1A shall also be applicable. Allottee(s) understands and undertakes that if there is
any increase in any of the taxes, which are levied at present, including the incidental statutory
demands, the same shall be borne by the Allottee(s) in proportion to the area of the said
Commercial Space. The Allottee(s) undertakes to pay such proportionate amount, if any, promptly
on demand by Company or through general notification. All the payments made by the Allottee(s)
herein under this Agreement shall be made by way of a cheque/ Pay Order or Demand draft
payable at New Delhi. If any provision of the existing or future laws, guide lines direction etc. of
government of the competent authorities is made applicable to the said Unit/complex requiring the
Company to provide pollution control devices, effluent treatment plant etc. in the complex, in such
FOR PARMESH CONSTRUCTION COMPANY LTD ACCEPTED BY ALLOTTEE(S)
2.4 The Allottee(s) understands, agrees and acknowledges that although the consideration for the said
Commercial Space is calculated on the basis of the Area what is being agreed to be
sold/transferred/conveyed/leased/sub-leased herein is only the actual covered area comprising the
said Commercial Space. However, subject to the due observance and compliances, it is obligatory
under this Agreement and the Maintenance Agreement to be executed in due course, including due
payments of maintenance, if applicable and additional charges thereunder, the Allottee(s) shall have
non- exclusive and common rights along with the other lawful occupants of the Said Project to use
the Common Areas and the facilities provided in the Said Project. The Allottee(s) agrees and
understands that he shall have no ownership claim or right of any nature/kind, over/in respect of
all/any open spaces, community sites, any other space/facility etc. Such spaces shall remain the
property of the Company, which shall be free to deal with the same in any manner whatsoever, in
accordance with the law.
2.5 The Company has also made clear to the Allottee(s), who understands and agrees that the rights of
the Company in the said Commercial Space agreed herein to be conveyed/sold/transferred/leased
are circumscribed to the subject conditions imposed by NOIDA Authority.
2.6 As part of the said Commercial Space the Company has reserved NIL covered parking space(s).
The reserved parking space shall automatically be cancelled in the event of any cancellation,
surrender, relinquishment, resumption and repossession etc. of the said Commercial Space under
any of the provisions herein. No construction shall be allowed over the reserved parking space.
2.7 In case, Allottee(s) has opted for a Construction Linked Plan/Flexi Payment Plan, the Company
shall send the call/demand notices for installments on completion of the respective stages of
construction. The call/demand notices shall be sent by Speed Post/Registered Post/ Courier and/ or
through email and shall be deemed to have been received by the Allottee(s) within 5 days in case of
registered Post and within 3 days in case of speed post/courier, from the date of dispatch, as the
case may be.
2.8 That except in the Construction Linked Plan/Flexi Payment Plan, it shall not be obligatory on the
part of the Company to send demand notices/ reminders regarding payments of installments of
whichever nature as may be due from Allottee(s). The Allottee(s) hereby agrees that the Company
shall have the right to forfeit 10% of the total sale consideration, in cases of non-payments,
cancellation of booking etc. and in case of non-fulfillment of the terms and conditions herein. The
balance amount, if left with the Company, shall be returned as per the Company policy and rules
after surrender of original receipts and all papers issued by the Company and subsequent to
furnishing of the indemnity, and other undertakings in person as may be required by the Company.
2.9 That the Allottee(s) undertakes, agrees and expressly permits the Company to appropriate all the
payments made by the Allottee(s) in any priority to adjust taxes, interest, arrear of installments,
additional charges as per prevailing requirement and circumstances before the Company.
2.10 That the Company and the Allottee(s) hereby agrees that the amount paid by the Allottee(s) at the
time of Allotment/Payment of installments hereunder and/or Registration of the said Commercial
Space whatsoever, to the extent of 10% (Ten Percent) of the Consideration of the said Commercial
Space, (shall collectively constitute the “Earnest Money”). Non-fulfillment by the Allottee(s) of the
terms and conditions of this Agreement, especially those pertaining to the non-remittance of the
installments and other dues shall entitle the Company at its sole discretion to cancel the Allotment
and this Agreement and forfeit the amount equal to 10% of the total consideration of the said
Commercial Space. The Allottee(s) shall not be entitled to claim partition of his/her/their share in the
said land and/or the Said Project thereon and the same shall always remain undivided and
impartible.
3. POSSESSION
3.1. The Company shall endeavor to handover the possession of the said Commercial Space on or
before __________________ subject to (i) timelines for completion approved/ extended by the
Authority (ii) Force Majeure events as described under Clause 12 from the date of execution of this
Agreement (iii) timely payment of due Consideration and additional charges by the Allottee(s). The
Company, on obtaining certificate for occupation/completion from the competent authorities/ NOIDA,
shall hand over the possession of the said Commercial Space to the Allottee(s) subject to the
Allottee(s) having complied with all the terms and conditions of the Agreement. In the event of his
failure to complete all possession formalities of the said Commercial Space provisionally and/or
finally allotted within 30 days from the date of offer of possession, the same shall lie at his risk and
cost and the Allottee(s) shall be liable to pay the Company a holding charge @ Rs. 10/- per sq. ft. of
area per month for the entire period of such delay. The holding charge shall be a distinct charge in
addition to maintenance charges (if applicable), and not related to any additional charges as
provided in this Agreement. Under any circumstances, the Allottee(s) shall take possession of the
said Commercial Space within 90 days from the aforesaid date of offer of possession failing which
the allotment in favor of the Allottee(s) shall be cancelled and the provision of Para 2.10 shall be
applicable thereafter. The Allottee(s) would only be refunded G.S.T. subject to refund from the
Government or any competent authority and any incidental and processing charges in this regard
shall be recovered from the Allottee(s).
3.2. That the Company shall not be held responsible or liable for not performing of its obligations or
undertaking provided for in this Agreement if such performance is prevented, delayed or hindered
on account of happening of any Force Majeure Event and which is not within the reasonable control
of the Company. Further the Company shall not be held liable for any delay in delivery of
possession to the Allottee(s) due to any Force Majeure Event.
3.3. The Allottee(s) shall only be entitled to the possession of the said Commercial Space after making
the full payment of consideration, additional charges, taxes, maintenance (if applicable), and
security payable. Under no circumstances shall the possession of the said Commercial Space be
given to the Allottee(s) unless all the payments in full, along with interest due, if any, have been paid
by the Allottee(s) to the Company.
4. DUE DILIGENCE
The Allottee(s) has carried out due diligence to his entire satisfaction relating to the right, title, and
interest of the Company in the Said Land, Said Project and the said Commercial Space by going
through the ownership record, inspection of site and other related documents/approvals to confirm
FOR PARMESH CONSTRUCTION COMPANY LTD ACCEPTED BY ALLOTTEE(S)
5.1.1 The Company is a validly existing, duly registered company and is fully authorized to enter into this
Agreement.
5.1.2 The Company has obtained requisite approvals, licenses, plans, exemptions, clearances, sanctions,
authorizations and permissions accorded by the Competent Authorities pertaining to the
development and construction of the Project according to the Applicable Laws and Applicable
Permits.
5.1.3 The Company represents that it is entitled to carry out development, market, deal, sell units
constructed on the Said Land for the Said Project and to receive advances, consideration,
money(ies), give receipts, cause conveyance, other documents etc. in accordance with the
Applicable Laws and Applicable Permits.
5.1.4 It is specifically clarified by the Company and accepted by the Allottee(s) that the layout plan of the
said Commercial Space as depicted in the floor plan, annexed herewith and its area which forms
the basis for calculation of the sale consideration under this Agreement is subject to change till the
construction of the Said Project in all the respects. If any change in area takes place, it shall
automatically change the consideration of the said Commercial Space also.
5.2.1 That the Allottee(s) is fully competent and authorized to enter into this Agreement according to the
Applicable Laws.
5.2.2 That the Allottee(s) is executing this Agreement with full knowledge of all Applicable Laws and
Applicable Permits to the Said Project/said Commercial Space and the terms and conditions
contained in this Agreement and the Allottee(s) has clearly understood its rights, duties,
responsibilities, obligations under each and all of the clauses of this Agreement.
5.2.3 That the Allottee(s) acknowledges that the Company has provided the requisite information and
clarifications as required by the Allottee(s) and that the Allottee(s) is fully satisfied with the same and
the Allottee(s) has relied on his own judgment and investigation in deciding to apply for allotment of
the said Commercial Space and has not relied upon and/or is not influenced by any plans,
advertisements, representations, warranties, statements or estimates of any nature, whatsoever,
whether written or oral made by the Company, or its agents/organizers/brokers.
5.2.4All notifications, approvals, exemptions, sanctions and permissions accorded by the Government
have been seen and understood by the Allottee(s) along with all relevant documents and papers
pertaining to the Said Project. The Allottee(s) has/have fully satisfied itself/ himself/ herself/
themselves as to the title of the Company to the Said Land, its marketability and right and authority
of the Company to develop, promote market, and sell the Said Project and to allot or otherwise
convey the said Commercial Space to any party(ies) whatsoever in terms of the permission granted
and the applicable Acts and the rules and regulations promulgated/enacted thereunder. The
Allottee(s) being fully satisfied and agrees and undertakes that no further investigations are required
regarding the title, right and authority of the Company and that no objection, challenge or queries
shall be raised by the Allottee(s) at any time in future and the whatsoever reasons in regard to the
title and rights of the Company to enter into this Agreement. The Allottee(s) represents and
acknowledges that the Company has readily provided all information/ clarifications required by the
FOR PARMESH CONSTRUCTION COMPANY LTD ACCEPTED BY ALLOTTEE(S)
5.2.5 The Allottee(s) is aware of the facts and legality, that the Company is in the process of developing
the Said Project on the Said Land, and in pursuance thereof it is understood and agreed by the
Allottee(s) that the location of the said Commercial Space and its Area are tentative and subject to
changes.
5.2.6 In case of variation in area to the extent of 10% of the floor area space, either in 10% or in
deficiency, the rates as agreed hereinabove shall operate or the same shall be binding upon the
Allottee(s).In case of variation in area to the extent of 15% or more of the floor area space, the
Allottee(s) shall have the option to cancel the allotment and terminate this Agreement seeking refund
of the entire Consideration paid against the said Commercial Space without any interest payable by
the Company but subject to deduction charges incurred by the Company including but not limited to
processing fee, marketing charges etc., towards the said Commercial Space.
5.2.7 The Company has made it clear to the Allottee(s) that it shall be carrying out extensive development
/construction activities now and in future in the entire area falling outside the said Commercial Space
and the Allottee(s) has confirmed that he shall not raise any objection or make any claims or fail to
pay installments in time as stipulated in the Payment Plan on account of inconvenience, if any, due
to such construction activities.
6.2 The Company, with the due statutory approval/permissions shall have the right to add, construct, in
addition to the present sanctioned building/ layout/floor plan and to sell or rent such additional units
etc., in the Said Project, as the Company may in its absolute discretion think fit.
6.3 The proposed and present layout, numbering plan of Commercial Space and facility are clearly seen
and understood by the Allottee(s). However, the Allottee(s) understands that Noida Authority and/or
other competent authorities etc. may allow additional FAR to the Company on purchasable/non-
purchasable basis. If the Company decides to use the additional floor area ratio FAR then the
Allottee(s) shall not have any objections to the same. The Allottee(s) will also sign the required
document and no objection certificate as when required by the Company or Authority. The layout
plan is envisaged such that the premises on all floors are independent with impartible and undivided
share in the land area underneath the said building. The Allottee(s) shall not be permitted to
construct anything on the terrace. However, the Company shall have the right to carry out
construction of further premises in the eventuality of such change in the FAR. However, if as a result
thereof, there is any change in boundaries or areas of the said Commercial Space, the same shall
be valid and binding on the Allottee(s).
8.2 The obligations undertaken by the Allottee(s) herein shall survive and be read as part of the Sub
lease/Transfer/Conveyance deed. The obligations and covenants of the Allottee(s) shall run with the
said Commercial Space and be enforceable at all times against the Allottee(s), its transferees,
assignees of successors in interest.
8.3 The stamp duty, legal charges, registration charges and other charges of the Sub
Lease/Conveyance/Transfer Deed and any other document to be executed by under this Agreement
shall be borne by the Allottee(s).
9.2 In order to provide necessary maintenance services, dedicated focus and transparent accounting
and audit procedures, the Company shall, upon completion of the Said Project hand over the
maintenance of the Said Project to anybody- corporate, association etc., nominated by the
Company, hereinafter referred to as “Maintenance Service Provider”. The Allottee(s) hereby agrees
to execute Tripartite Maintenance Agreement in the format prescribed by the Company and
applicable to all the owners as well as all the unit holders in the Said Project, except as otherwise
provided in this Agreement. The execution of the Maintenance Agreement (if applicable) shall be
the precedent to handing over the possession and sub lease/ conveyance/ sale/transfer of the said
FOR PARMESH CONSTRUCTION COMPANY LTD ACCEPTED BY ALLOTTEE(S)
9.3 The security deposit for the electric connections is not included in the Consideration of the said
Commercial Space determined herein and the same shall be paid by the Allottee(s) as and when
demanded by the Company or Maintenance Agency or Maintenance Service Provider to which the
Allottee(s) agrees and shall have no objection.
9.4 The Allottee(s) is aware that they are agreeing to purchase the said Commercial Space in the Said
Project on the specific understanding and undertaking by them that the right to use common
facilities vested in Company shall be subject to payment of maintenance charges as decided by the
Company or Maintenance Service Providers. If these charges are not paid regularly by the
Allottee(s), then Allottee(s) shall have no right to use common facilities etc.
9.5 The Allottee(s) shall permit the supervisors, agents of the Company or the said Maintenance
Service Provider at all reasonable times to enter into the said Commercial Space for the purpose of
inspection or repairing any part of the said Commercial Space and/or for the purpose of maintaining,
rebuilding, servicing, cleaning, installing or otherwise keeping in good order and conditions all
services, machinery, appliances, equipment, fitments, ducting, wiring, cables, water supply,
electricity, gutters, pipes, covers, connections etc.
9.6 The Company shall have the first charge on the said Commercial Space for all its dues and other
sums payable by the Allottee(s).
9.7 The relationship between the Company with the Maintenance Service Provider designated for the
maintenance services shall be on principle-to-principle basis. The Company shall not be liable or
responsible for any acts of commissions or omissions thereof on the part of the Maintenance
Service Provider and/or any other agencies employed by the Maintenance Service Provider whether
arising from the Maintenance Agreement or otherwise. The contract between Allottee(s) and
Maintenance Service Provider shall be independent and enforceable against the Maintenance
Service Provider only and the Allottee(s) hereby, shall not have the right to sue the Company for the
breach of any terms or conditions and covenants of the Maintenance Agreement.
9.8 Notwithstanding the foregoing, the provisions relating to execution of maintenance agreement and
payment of maintenance charges will not be applicable to an Allottee(s) till the time, such Allottee(s)
receives monthly payment of rentals from the Company as provided in Annexure – 1B. However,
this clause shall not be applicable once the Allottee(s) starts receiving the monthly rentals on
actuals or receives physical possession and in such event, all the provisions relating to execution of
maintenance agreement and payment of maintenance charges shall be applicable to the Allottee(s).
10. NOMINATION
10.1 The Allottee(s) shall have a mere contingent right to obtain Sub-Lease Deed/ Conveyance Deed for
the said Commercial Space in the name of his nominee(s) subject to absolute discretion of the
Company, granting or refusing such permission and also subject to the conditions/compliances as
may be required to be fulfilled by the Allottee(s) with the Company/ the Maintenance Service
Provider, submitting of all requisite documents, payment of administrative charges as applicable for
the time being as per policy of the Company and furnishing all such affidavits, undertakings,
indemnity bonds and other documents as may be deemed necessary by the Company for granting
such permissions.
10.3 In the process of the nomination and/or transfer, if any tax, stamp duty or other levies are charged
by the Government, it will be exclusive liability of the Allottee(s) and his nominees/transferees,
jointly or severally.
11.1 The Allottee(s) shall observe all the terms and conditions of this Agreement, Maintenance
Agreement, the license governing the development of the Said Project and shall also abide by
applicable laws, bye-laws, rules, regulations, policies made thereunder or by any other competent
authority including but not limited to Noida Authority, Town & Country Planning, Government of
U.P., Pollution Dept., local bodies, state bodies and central bodies etc. The Allottee(s) shall further
observe all the terms and conditions of the Lease Deed and/or sub-lease deed.
11.2 The Allottee(s) shall not use/cause to be used the said Commercial Space for any other purpose
except the permissible use as specified by the government agencies in aforesaid paragraph. The
Allottee(s) undertakes that it shall not specifically use the said Commercial Space or suffer it to be
used for any activity that is prohibited/irregular and/or any other activity that may be hazardous or
cause nuisance.
11.3 It is abundantly made clear that in respect of all remittances/acquisitions/transfer of the said
Commercial Space it shall be the sole responsibility of Non-Resident Indian/foreign nationals of
Indian origin to comply with the provisions of Foreign Exchange Management Act, 1999 or statutory
enactments or amendments thereof and the rules, policies and regulations of the Reserve Bank of
India or any other applicable law and provide the Company with such permissions, approvals which
would enable the Company to fulfill its obligations under this Agreement. All remittances shall be
made by the Allottee(s) after statutory compliances.
11.4 It is clarified that in case the said Commercial Space is likely to be used for the business in which
wet area is required the intention of the same must be given in writing to the Company at the time of
execution of this Agreement. Otherwise the said Commercial Space shall not be used for said
business. And it is further clarified that the Allottee(s) shall take prior consent of the Company for
liquor shop/raw meat shop/hookah bar/etc.
12.1 Force Majeure or Force Majeure Events shall mean occurrence in India of any or all of Non-Political
Event, Indirect Political Event and Political Event, as defined in hereinafter, if it affects the
performance by the Company of its obligations under this Agreement and which act or event (i) is
beyond the reasonable control of the Company, and (ii) the Company could not have prevented or
overcome by exercise of due diligence and following reasonable care, and (iii) has material adverse
effect on the Company.
(A) Non-Political Event shall mean one or more of the following acts or events:
(i) act of God, epidemic, extremely adverse weather conditions, lighting, earthquake,
landslide, cyclone, flood, volcanic eruption, chemical or radioactive contamination or
ionizing radiation, fire or explosion (to the extent of contamination or radiation or fire
or explosion originating from a source external to the Said Plot).
(ii)
strikes or boycotts (other than those involving the Company, contractors or their
respective employees/ representatives, or attributable to any act or omission of any
FOR PARMESH CONSTRUCTION COMPANY LTD ACCEPTED BY ALLOTTEE(S)
(iii) any delay or failure of an overseas contractor to deliver rolling stock or equipment in
India if such delay or failure is caused outside India by any event specified in Sub-
clause (i) above and which does not result in any offsetting compensation being
payable to the Allottee by or on behalf of such contractor,
(iv) any judgment or order of any court of competent jurisdiction or statutory authority
made against the Company in any proceedings for reasons other than (i) failure of
the Company to comply with any Applicable Law or Applicable Permit, or (ii) on
account of breach of any Applicable Law or Applicable Permit or of any contract, or
(iii) enforcement of this Agreement, or (iv) exercise of any of its rights under this
Agreement by the Allottee(s).
(v) any order of statutory authority or any other government authority or court of
competent jurisdiction imposing ban on construction work solely for reasons not
attributable to the Company.
(i) An act of war (whether declared or undeclared), invasion, armed conflict or act of
foreign enemy, blockade, embargo, riot, insurrection terrorist or military action, civil
commotion or politically motivated sabotage.
(iii) Any civil commotion, boycott or political agitation which prevents the Company from
fulfilling his obligation to complete the Project for an aggregate period exceeding 7
(seven) days in an Accounting Year.
(iv) Any failure or delay of a contractor of Company to the extent caused by any Indirect
Political Event and which does not result in any offsetting compensation being
payable to the Company by or on behalf of such contractor,
(i) Change in Law, only if consequences thereof cannot be dealt with under and in
accordance with the provisions of this Agreement and its effect, in financial terms,
exceeds the sum of` Rs. 10 Lacs to the Project.
(ii) Compulsory acquisition in national interest or expropriation of any Project or its land
or part thereof or rights of the Company.
(iv) Any failure or delay of a contractor but only to the extent caused by another Political
Event.
12.2.1 Upon the occurrence of any Force Majeure event, the Company shall notify the Allottee(s) in case
such Force Majeure Event has material adverse effect on the completion of the Said Project. On
occurring of such Force Majeure Event as stated under clause 12.1, the Company shall be entitled
to a reasonable extension of time for delivery and possession of the said Commercial Space. The
Company as a result of such a contingency arising reserves the right to alter or vary the terms and
conditions of allotment or if under the aforesaid circumstances beyond the control of the Company
so warrant that the Company may suspend the scheme for such period as it may consider
expedient and no compensation of any nature whatsoever can be claimed by the Allottee(s) for the
period of suspension of scheme.
12.2.2. In case of cancellation/cessation of right acquired by the Company to develop the Said Project on
account of Force Majeure Event and destruction of the construction, the Parties shall bear their
damages/loss of respective investment subject to the Insurance of the said Commercial Space
under Clause 23 of this Agreement i.e. advance Consideration paid by the Allottee(s) towards the
said Commercial Space and investment made by the Company towards development of the Said
Project.
12.2.3. In case of destruction of the construction to irreparable level the Company has the right to
redevelop the Said Project at its cost.
It shall be incumbent on the Allottee(s) to comply with the terms of payment and/or other terms and
conditions of this Agreement failing which the Company shall forfeit the Earnest Money for the said
Commercial Space deposited by the Allottee(s) along with interest on delayed payment etc. and the
allotment and this Agreement shall stand cancelled and the Allottee(s) shall be left with no lien,
right, title, interest or any claim of whatsoever nature in the said Commercial Space. The Company
shall thereafter be free to sell and/or deal with the said Commercial Space in any manner
whatsoever at its sole discretion. The Company shall have the first lien and charge on the said
Commercial Space for all its dues payable by the Allottee(s) to the Company. Without prejudice to
the Company’s aforesaid rights, the Company may at its sole discretion waive the breach by the
Allottee(s), provided the cancelled unit is not allotted to new applicant(s), if he is not making
payments as per the payment plan but on the condition that the Allottee(s) shall pay to the Company
interest which shall be charged after the due date @ 18% per annum till the time the due amount is
fully paid to the Company.
15.1 The obligations undertaken by the Allottee(s) in general and specifically those regarding payment of
statutory dues, maintenance charges, water and electricity charges shall be conditions that run with
the said Commercial Space irrespective of own/any other occupant of the said Commercial Space
for the time being and they shall survive the Sub Lease Deed/ Conveyance Deed/ Sale Deed of the
said Commercial Space to the Allottee(s) and be binding on the subsequent transfers, successors in
interest and/ or other persons claiming under them in future and no owner for the time being of the
said Commercial Space shall be entitled to put up the defense of non-disclosure or lack of
knowledge of such conditions at any time henceforth. The Allottee(s) hereby agrees that appropriate
recitals to this effect may be incorporated in the Conveyance Deed.
15.2 Adequate firefighting equipment as may be required inside the said Commercial Space shall be
installed by the Allottee(s) at his/her own cost.
15.3 The Allottee(s) shall get his complete address registered with the Company at the time of booking
and signing of this Agreement. It shall be the Allottee(s)’s responsibility to inform the Company by
Registered A.D. about any subsequent changes, if any, in the address, failing which, all demand
notices and letters posted at their earlier address will be deemed to have been received by the
Allottee(s) within the time ordinarily taken by such communication. The Allottee(s) shall be
responsible for any default in payment and other consequences that might occur therefrom.
15.4 In case there are joint allottees, all communication shall be sent by the Company to the Allottee
whose name appears first and at the address given by them for mailing and which shall for all the
purposes be deemed to have been served on all the Allottee(s) and no separate communication
shall be necessary to the other Allottee(s).
15.5 In all such communication the reference of the booking of the said Commercial Space must be
mentioned clearly.
15.6 That the Allottee(s) agrees and undertakes that he shall not at any time before or after taking
possession of said Commercial Space have any right to object to the Company in constructing or
continuing with the construction of other building structures in the Said Project or putting up
additional floors to the building in the Said Project or otherwise in the Said Project.
15.7 That the delay or indulgence by the Company in enforcing the terms of this Agreement or any
forbearance or giving of time to Allottee(s) shall not be constructed as a waiver on the part of the
Company of any breach or non-compliance of any of the terms and conditions of this Agreement by
the Allottee(s) nor shall the same in any manner prejudice the rights of the Company.
15.8 It is agreed by and between the Parties that unless a sub-lease deed/conveyance deed/transfer
deed is executed and registered, the Company shall continue to have absolute authority over the
FOR PARMESH CONSTRUCTION COMPANY LTD ACCEPTED BY ALLOTTEE(S)
15.9 That two copies of this Agreement shall be executed, and the Company shall retain the first and
send the second executed copy to the Allottee(s) for his/her/their reference and record. That if at
any stage this document requires to be registered under any law or necessity the Allottee(s) binds
him-self and agrees to have the same shall be registered through the Company in its favour at its
cost and expenses and keep the Company fully absolved and indemnified in this connection.
15.10 That prior to issuance of Provisional Allotment Letter (“PAL”), no transfer or change in the name of
the applicant(s) shall be permitted. After issuance of PAL, transfer will be allowed only after 40% of
the total price consideration is received from the Allottee(s) along with the payment of administrative
charges, if any.
16.2 The Allottee (s) hereby irrevocably and unconditionally authorizes the Company to execute and/or
register all the necessary documents such as lease/license agreements for the Premises with the
prospective Lessee/Licensee of its choice on behalf of the Allottee. The Allottee shall cooperate with
the Company and provide all the necessary documents and information required for the execution
and registration of the lease/license agreement. The Allottee hereby agrees to sign and execute a
power of attorney in favour of the Company or its nominee, empowering the Company or its
nominee to act on behalf of the Allottee in respect of the lease/license agreement or any related
matters, if required by the Company at any time in the future.
16.3 The Allottee(s) acknowledge that the Company shall have the right to collect lease rent/license fee
from the prospective Lessee/Licensee in its own account and the Allottee shall not be entitled to
demand to inspect the same or object to such collection. The Allottee acknowledges that the
Company has full authority and discretion to negotiate and finalize the lease/license agreement with
the prospective Lessee/Licensee without any consultation or approval from the Allottee. The Allottee
agrees to abide by the lease/license agreement executed with the prospective Lessee/Licensee.
16.4 In the event of expiry of the lease/license or vacation of said Premises for any reason at any time,
the Allottee agrees that the Company shall be entitled to again lease/license the said Premises or
renew the same lease/license with the same prospective Lessee/Licensee.
16.5 The Allottee (s) acknowledges and agrees that the details of the lease/license agreement executed
by the Company with any prospective Lessee/Licensee of its choice in respect of the said Premises
is a confidential information between the Company and the prospective Lessee/Licensee. The
Allottee undertakes to keep such information confidential and not to disclose or divulge it to any third
party without the prior written consent of the Company.
16.6 The Allottee(s) further understands and agrees that he/she/it shall not have any right to interact with
the prospective Lessee/Licensee chosen by the Company in respect of this matter. As such, the
Allottee has no right to infringe the privacy of the prospective Lessee/Licensee.
18. WAIVER
There shall be no waiver of the rights available herein to the Company, its nominee(s) or the
Maintenance Service Provider. Any delay or failure by them to exercise, any right, remedy, power
and privilege under this Agreement shall not constitute a waiver of the right or remedy or a waiver of
any other previous rights or remedies or of the right thereafter to enforce each and every provision.
Upon possession (Proprietary or otherwise) of the said Commercial Space being taken by
Allottee(s), the Allottee(s) shall have no claim against the Company with regard to any item or work,
quality of work, materials, installations, etc. in the said Commercial Space or on any ground
whatsoever and all such claims, if any, shall be deemed to have been waived. All complaints that
the Allottee(s) may have with respect to the said Commercial Space should first be resolved by the
Allottee(s) with the Company before taking over the possession of the said Commercial Space.
19. SEVERABILITY
If any provision of this Agreement shall be determined to be void or unenforceable under applicable
laws, such provisions shall be deemed amended or deleted in so far as is reasonably consistent
with the purpose of this Agreement and to the extent necessary to conform to applicable law and the
remaining provisions of this Agreement shall remain valid and enforceable by and between the
parties herein.
20. INDEMNITY
The Allottee(s) hereby indemnifies and undertakes to keep the Company, its nominees, the said
Maintenance Service Provider and its officers/ employees as well as the other occupants/owners of
the Said Project fully indemnified and harmless from and against all the consequences of breach by
the Allottee(s) of any of the terms and conditions of this Agreement or any law for the time in force
as also of any of its representations of warranties not being found to be true at any point of time,
including any actions, suits, proceedings, damages, liabilities, losses, expenses or costs faced,
suffered, inflicted or incurred by any of them. The Allottee(s) hereby accepts and acknowledges that
this indemnity would cover all acts of commissions and omissions on the part of the guests,
occupants, representatives and/or any other person claiming under the Allottee(s).
(a) not relieve the Company or the Allottee(s), as the case may be, of any obligations hereunder
which expressly or by implication survive Termination hereof, and
(b) except as otherwise provided in any provision of this Agreement expressly limiting the
liability of either Party, not relieve either Party of any obligations or liabilities for loss or
damage to the other Party arising out of, or caused by, acts or omissions of such Party prior
to the effectiveness of such Termination or arising out of such Termination.
24. INSURANCE
The Company shall have right to procure appropriate insurance policy, though not bound, get the
construction of Project during the construction period and amenities attached to the said
Commercial Space, facilities insured at the cost of Allottee and recover it from the Allottee.
27. COUNTERPARTS
This Agreement may be executed in two counterparts, each of which, when executed and delivered,
shall constitute an original of this Agreement.
IN WITNESSES WHEREOF the parties hereto have hereunto and to a duplicate copy, all original are set
and subscribed in their respective hands at places and on the day, month and year mentioned under their
respective signatures.
WITNESS 1: WITNESS 2:
SIGNATURE: SIGNATURE:
NAME: NAME:
ADDRESS: ADDRESS:
PLACE: PLACE:
DATE: DATE:
That the Allottee(s) have hereby booked the said Commercial Space for a provisional allotment as
mentioned above and Allottee(s) understands and agrees that he/she will pay for the said Commercial
Space, the sale consideration and the additional charges/taxes/levies etc. as mentioned in this Agreement
and the Application Form. The Allottee(s) also undertakes and assures to pay all charges/taxes levied by
the concerned government authority(s) in respect of the said Commercial Space at present or in future.
That as agreed between the Company and Allottee(s) under the 40:60 Payment Plan, that subject to the
Allottee(s) fulfilling all his/her obligation(s) under this Agreement and the Application Form and timely
receipt of payment(s) as per Annexure-1A from the Allottee(s) to the Company, the Company undertakes to
do provisional allotment of the said Commercial Space.
Payment Plan:
The Allottee(s) do hereby expressly and unconditionally authorize the Company to let out/lease/rent out
his/her unit along with the other units of the floor/building to any prospective tenant(s) on such terms and
conditions as may be decided by the Company and no separate approval shall be required from the
Allottee(s) in such case. Each of the Allottee(s), in the event of letting by the Company of the said unit to
any prospective tenant(s) collectively/individually, shall be entitled to receive the payment from the
Company in proportion to his/her space(s). The lease term will be of 15 years with the initial 5 years as
lock-in period and the Allottee(s) will be given a monthly payment of ₹175 per sq. ft. (₹ 53.34 per sq. mtr.)
until first lease. After the said unit is leased, no minimum payment shall be applicable and the Allottee(s)
will be entitled to receive 50% of the revenue sharing on the said unit. The leasing rights shall always
remain with the Company. Capex charges is required to pay in future it shall be paid by the Allottee(s) to avail the
lease guarantee as specified. Further The Company shall take 3 months to start the payment from the time
Allottee(s) has cleared all its dues and no dues certificate has been issued by the Company.
It is agreed between the Parties that all amount(s) payable by the Company to the Allottee(s) shall be
subject to deduction of T.D.S, G.S.T. and any other statutory taxes/levy(s)/charges as may be applicable.
ANNEXURE – 1C
Dear Allottee(s),
In reference to your booking under Customer ID: __________ against Unit No. __________, __________ Floor, in
the project “CITY CENTRE 32”, Plot no. – BW-58, situated at Sector 32, Noida, District – Gautam Budh Nagar-
201301, Uttar Pradesh.
We required the official communication details as per the details specified hereunder to stay connected and share the
important communication & updates regarding the project. In case any change in current address & communication
number we hereby request you to share with us: -
1. Name : ______________________________________________
2. Address : ______________________________________________
____________________________________________
____________________________________________
4. Email Id : _____________________________________________