contract of arya

8/13/2019 Contract of Arya

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CONTRACT TO SELL

This Contract to Sell (the "Contract"), made and entered into by and between:

ARTHALAND CORPORATION, a corporation duly organized and existing under and by virtue of the

laws of the Philippines, with principal office and place of business at 8th Floor, Picadilly Star Building, 4thAvenue, comer 27'h Street, Bonifacio Global City, Taguig City, represented herein by its duly authorizedAttorneys-in-fact whose names and signatures appear in the signature pages hereof, by virtue of thepowers conferred upon them, (hereinafter known as the "Seller")

-and-

LORENZO CANCIO LAYUG, of Iegal age, Filipino, single, resident of and with postal address at l9Tolentino Street, San Lorenzo Village, Makati City, (hereinafter known as the "Buyer")

SETS FoRTH THAT:

The Seller is developing a condominium project more particularly identified in Annex A (the "Project") in accordancewith Republic Act No. 4726, as amended (otherwise known as The Condominium Act) and Presidential Decree No. 957, as

amended (otherwise known as The Subdivision and Condominium Buyer's Protective Decree);

The Buyer has offered to purchase from the Seller, and the Seller is willing to sell to the Buyer, a condominium unit locatedin the Project, subject to certain terms and conditions hereinafter set forth;

Now, THEREFoRE, for and in consideration of the foregoing premises, the Buyer's payment of the purchase price and allother amounts herein below specified and his faithful compliance with the Master Deed with Declaration of Restrictionsspecified in Section I hereofand the covenants, representations and warranties hereinafter set forth, the Seller has agreed tosell, transfer and convey to the Buyer, and the Buyer has agreed to purchase fiom the Seller, the condominium unit hereinspecified, subject to the following terms and conditions:

I. THE PRO.IECT

The Seller has executed the Master Deed with Declaration of Restrictions for the Project which has been annotated on thetransfer certificate of title to the underlying parcel of land constituting the Project (the "Deed Restrictions") in fulfillmentof its intention to create a residential development where the general welfare of owners or occupants thereof is enhancedthrough the imposition of certain covenants and restrictions constituting voluntary easements on the Project. The Buyerhereby undertakes to faithfully and strictly comply with such covenants and restrictions. It is understood and agreed thatthe Buyer's compliance with these covenants and restrictions in the Deed Restrictions constitutes an essential considerationfor the sale of the condominium unit hereinafter described.

2. THE UNITTO BE PI.]RCHASED

The Buyer agrees to buy a condominium unit in the Project, together with its appurtenant parking slot(s), if any

(collectively referred to as the "Unit"), more particularly identified in Annex A and having the specifications described inAnnex A-1. Appliances and furniture indicated in the plans or brochures which are not specified in Annex A-l are forillustration purposes only and not included in the sale of the Unit.

The sale of the Unit to the Buyer shall include an undivided interest in the common areas of the Project and membership inthe condominium corporation to be established for the Project (the "Condominium Corporation").

3. PuncH^q,sn Pnlcn AND MANNER oF PAyMENT

The Purchase Price of the Unit herein purchased and its manner of payment are set forth in Annex A. The sale bythe SELLER of the Unit, and the agreement of the BUYER to purchase the Unit at the Purchase Price hereinstated, is understood to have been made in accordance with Article 1542 of the Civil Code.

The Buyer may obtain financing for the payment of the Purchase Price, or any part thereof, from a lending bank orfinancing institution acceptable to the Seller, provided, that the Buyer shall be solely responsible for complyingwith all the requirements of the bank or financing institution and expediting the release of the loan before any ofthe dates for payment ofthe Purchase Price shall fall due.

In the event the loan application of the Buyer is approved by the bank or financing institution, the Buyer shallsubmit to the Seller the written notice of approval of the Buyer's loan from the bank or financing institution withinthe period prescribed by the Seller. The Buyer hereby authorizes the lending bank or financing institution torelease directly to the Seller the proceeds ofthe loan for the payment ofthe Purchase Price, or any part thereof, onor before the due date(s) for payment thereof.

In the event the loan application of the Buyer is disapproved by the bank or financing institution in whole or inpart, the Buyer shall pay to the Seller, on or before the due date(s) prescribed for payment ofthe Purchase Price

set forth in Annex A, the entire Purchase Price, or the applicableportion

thereof which was intended by the Buyer

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The Buyer may finance the purchase of the Unit through the in-house financing program of the Seller, provided,

that he shall comply with all the additional conditions for purchase under Annex A, including the submission ofthe completed application form prescribed for purchases under the in-house financing program, if applicable.

Failure ofthe Buyer to pay any portion ofthe Purchase Price or such other amounts required to be paid under thisContract as specified in Annex A on the applicable due dates shall constitute an event of default under Section 4. Iand the Seller shall have the right to exercise its rights in accordance with Section 4.2. It is understood that any

delay in the payment of any amount formingpart of the Purchase Price for any reason whatsoever, including any

delay in the processing of the loan application of the Buyer due to the fault or negligence of the Buyer or due to

causes within the latter's control, shall give rise to the Seller's rights specified in Section 4.2. In the event,

however, that the Seller does not exercise its right to cancel this Coniract pursuant to Section 4.2, withoutprejudice, however, to the exercise ofsuch right at any time, this Contract shall continue to be in effect subject tothe condition that the Buyer shall pay the penalty prescribed in Section 4.2.1 based on the unpaid amount from the

date of default to the date of payment.

Notwithstanding any instruction of the Buyer to the contrary respecting the application of his payment, it is agreed

that (a) any payment received by the Seller shall be applied against the statement of account or billing with the

latest date; and (b) in the event that the payment ofthe Purchase Price, interest, or penalty charges is covered by

one statement of account, then the payment received by the Seller shall be applied to the payment of obligations

stated therein in the following order ofpriority: first, against penalty charges and corresponding value-added tax;

second, againstinterest and corresponding value-added tax; third, against the Purchase Price and corresponding

value-added tax; and lastly, against Seller's advances for taxes and other charges. Should the payment received be

insufficient to completely settle any outstanding obligation, whether covered in one statement of account or

otherwise, then any subsequent payment to be received from the Buyer shall be applied in the payment of such

unpaid amounts.

DEFAULT

The following events shall constitute an event of default under this Conffact and the Deed of Absolute Sale (ifexecuted pursuant hereto):

(a) failure or delay of the Seller to receive any amount due under this Contract on the date or within the

period specified in Annex A for its payment for any reason whatsoever, including failure to receive the

proceeds of any post-dated check due to insufficiency of funds, closure of account, refusal of the drawee

bank to honor the check on the date ofpresentment for payment or for any reason whatsoever (other than

due to the willful act or gross negligence of the Seller);

(b) failure or delay of the Buyer in the delivery of the copy of the credit life insurance policy and receipts

evidencing payment of the premiums therefore on the date or within the period specified for its deliverypursuant to Annex A (if applicable);

(c) cancellation by the Buyer of this Contract or Deed of Absolute Sale (if executed pursuant hereto), orwithdrawal of the purchase of the Unit, for any reason whatsoever (other than due to the willful act orgross negligence ofthe Seller);

(d) failure or delay of the Buyer in executing the Deed of Absolute Sale after fulI payment of the Purchase

Price in accordance with Section 6.2;

material breach of any provision hereof, including the failure of the Buyer to comply with any covenant

or obligation required to be performed or undertaken hereunder or to comply with any covenant orrestriction under the Deed Restrictions: or

(0 the concealment of any material fact, or providing any information which is determined to be false ormisleading in any document or instrument signed, executed or submitted to the Seller in connection withthe sale of the Unit, including the application for in-house financing, this Contract, Deed of Absolute Sale

(ifexecuted pursuant hereto), and their respective supporting documents, on the basis ofwhich the Sellershall have agreed to the sale of the Unit to the Buyer.

Upon the occurrence ofan event ofdefault specified in Section 4.1, the Seller shall be entitled to exercise or avail

itielf, at the Seller's option and discretion, of any, some or all of the following rights or remedies, whether

cumulatively or alternatively, in conjunction with or separately, from any other right or remedy granted hereunder

or under the law:

4.2.1 The Seller shall have the right to collect penalty charges at the rate of two percent (2%) of the unpaidamount for every month or fraction thereof of delay in remitting to the Seller the amount due. The

payment ofpenalty charges as provided hereunder shall not be a substitute for and shall be in addition to

the payment of the amounts otherwise due under this Contract as set forth in Annex A.

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4.2.2 The Seller shall be entitled to cancel this Contract and the Deed of Absolute Sale without need of a courtdeclaration to that effect by giving the Buyer a written notice of cancellation in accordance with Section14.8. As a result of such cancellation, all payments made by the Buyer on the date of cancellation shallbe forfeited in favor of the Seller as liquidated damages except if the default is due to the Buyer's failureto pay any installment covered by the provisions of Republic Act No. 6552 (otherwise known as theRealty Installment Buyer Act), in which case, the refund and cancellation of such installment paymentsshall be made in accordance with Republic Act No. 6552. In any event, improvements on the Unit as of

the date of cancellation shall become the properry of the Seller, without any obligation on thepart

of theSeller to indemnifo the Buyer.

Upon the cancellation of the Contract and the Deed of Absolute Sale (if executed pursuant hereto), the Seller shallbe free to dispose of the Unit covered hereby as if this Contract and the Deed of Absolute Sale had not beenexecuted.

In case of cancellation of this Contract and the Deed of Absolute Sale, the Buyer who has occupied the Unitpursuant to Section 7 shall immediately vacate the Unit and deliver to the Seller full and vacant possession of thesame without need of notice or demand. Should the Buyer fail to immediately vacate and turn-over possession ofthe Unit to the Seller, the Seller is hereby constituted and appointed as the Buyer's attorney-in-fact with thefollowing powers:

open, enter, padlock, secure, or enclose the Unit and discontinue or cause the discontinuance ofthe supplyof public utilities and services to the Unit, or otherwise take full and complete physical possession andcontrol of the Unit;

assume ownership and take full control and possession of all furniture, equipment, alterations, additions,or improvements placed in or on the Unit which cannot be removed without defacing or injuring thepremises of the Unit or any common area;

take an inventory of and place in storage at Buyer's cost, the equipment, furniture, articles or merchandisefound or located in the Unit which may be removed therefrom without defacing or injuring any portion ofUnit or any common area.

at the option of the Seller, (i) appropriate for itself the properties found in the Unit and apply the valuethereof to the unpaid liabilities of the Buyer, and/or (ii) dispose of said properties in a public sale andapply the proceeds thereof to the payment of the Buyer's liabilities including expenses incurred by theSeller in connection with the storage and sale of such properties;

in any event, collect from the Buyer any remaining deficiency after the value of the properties, and/or theproceeds from the sale of such properties have been applied to the payment of the Buyer's unpaidliabilities;

take whatever action is necessary or advisable to protect or enforce the Seller's rights and interests in theUnit, without any interference by the Buyer.

The appointment of Seller as attorney-in-fact of Buyer shall be deemed coupled with interest and shall beirrevocable for as long as any obligation of Buyer to Seller remains unpaid.

Should the Buyer or any ofhis assigns or successors-in-interest, after such rescission or cancellation, continue to bein possession of the Unit, such person shall become a mere intruder or in unlawful detainer of the same, withoutany further right, title, interest or claims of any kind or character to the Unit and its improvements, if any.

It is understood and agreed that no failure or delay by the Seller in exercising any right, power or privilege underthis Contract and the Deed of Absolute Sale (if executed pursuant hereto) shall be construed as a waiver thereofnor shall any single or partial exercise thereofpreclude any further exercise ofany other right, power, or privilege.Acceptance by the Seller of any payment made in a manner or at any time other than as herein provided shall notbe construed as a variation, novation or waiver of the terms hereof.

The provisions of this Section 4 shall survive the cancellation of this Contract and the Deed of Absolute Sale (ifexecuted pursuant hereto).

Taxns, REGISTRATIoN CoSTS AND EXPBNSES

The following taxes, costs and expenses shall be for the account ofthe Buyer:

value-added tax imposable on the sale of the Unit (if applicable);

documentary stamp tax, Iocal transfer tax, registration fees and other expenses, costs and taxes (otherthan taxes on the income of the Seller or any other tax creditable thereto) imposable on the sale andtransfer of title of the Unit from the Seller to the Buyer, the execution and registration of the Deed ofAbsolute Sale, the issuance of the condominium certificate of title and tax declaration of the Unit in thename of the Buyer;

real properfy taxes and assessments imposable on the Unit commencing on the date of delivery or deemed

delivery of the Unit in accordance with Section 7.2,or on the date of the Buyer's possession of the Unit

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(d) charges for all utility connections and services supplied to the Unit, including water, telephone andelectricity, commencing on the date of delivery or deemed delivery of the Unit to the Buyer in accordancewith Section 7.2;

(e) dues and assessments duly levied and imposed by the Condominium Corporation commencing on thedate of delivery or deemed delivery of the Unit to the Buyer in accordance with Section 7.2, or on thedate

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Buyer'spossession

of the Unit in accordance with Section 7.3, whichever is applicable;

(D pro-rata share ofthe Buyer in the insurance premium procured by the Seller for the Project;

(g) costs and expenses to be incurred in obtaining a credit life insurance policy under Annex A (ifapplicable); and

(h) other fees, charges, expenses and penalties which the Seller is entitled to as provided hereunder.

Any increase in the foregoing taxes, costs and expenses due to an upward adjustment in the applicable ratesimposed by the relevant government agencies or private entities which shall be in effect at the time such taxes,costs and expenses shall be due or payable shall be for the account ofthe Buyer.

In the event the Seller has advanced any ofthe taxes or expenses under Section 5.1(c), (d) (e)or

(f), including theamount of penalties in relation thereto, the Buyer hereby agrees to immediately reimburse the Seller upon thelatter's demand for the purpose of fully complying with its obligations hereunder.

TRANSFER oIT TITLE AND OWNERSIIIP

The Buyer understands and agrees that this Contract only gives the Buyer the right to purchase the Unit subject tothe fulfillment of the conditions herein stated. No other right, title or ownership is vested upon the Buyer by theexecution of this Contract. The Seller shall retain title and ownership of the Unit until the Buyer has fully paid allamounts due to the Seller.

Title to the Unit shall transfer to the Buyer upon full payment of the Purchase Price and all taxes, charges, fees andother amounts which are payable hereunder or which may have accrued thereon. Within thirry (30) days fromsuch full payment, the Buyer shall execute a Deed of Absolute Sale; otherwise, the Seller shall have the soleoption to unilaterally execute a Deed of Absolute Sale in favor of the Buyer, without need of prior notice to theBuyer or obtaining the Buyer's conformity or consent.

The Seller shall thereafter cause to be registered at the Buyer's expense the Deed of Absolute Sale with the properRegistry of Deeds and shall deliver to the Buyer the condominium certificate of title covering the Unit upon theissuance thereof by the appropriate Registry of Deeds.

Dur,tvEnv oF THE UNrr

The Seller shall allow the Buyer to take possession of the Unit for the purpose of occupying the same only afterthe completion of the Unit and the issuance of a written authority; provided, that (a) the Buyer shall have paid thePurchase Price in full, except as otherwise provided in Section 7.3, (b) the Buyer is in compliance with all theterms and conditions of this Contract and the Deed of Absolute Sale, and (c) the Unit has been delivered or isdeemed delivered in accordance with Section 7.2.

The Seller shall notifo the Buyer in writing that the Unit is ready for turn-over (the "Notice of Turn-Over") andinform the Buyer of the schedule for inspection of the Unit. The Buyer shall signiff his acceptance of the Unit bysigning and delivering to the Seller a Certificate of Completion and/or Acceptance in the form prescribed by theSeller. After receipt of the Certificate of Completion and/or Acceptance, the Seller shall issue a written authorityallowing the Buyer to occupy and possess the Unit. However, should the Buyer fail to make arrangements withthe Seller for the inspection of the Unit within the period specified in the Notice of Turn-Over, or fail to be presenton the date and time of a previously scheduled inspection, or unjustifiably refuses to accept the Unit, the deliveryto the Buyer of the Notice of Tum-Over in accordance with Section 14.8 shall constitute constructive delivery ofthe Unit to the Buyer, and the Buyer shall be deemed to have constructively accepted the physical possession,occupancy and beneficial use ofthe Unit for all intents and purposes.

The delivery to and acceptance by the Buyer of the Unit, whether actual or constructive, in the manner discussedabove shall constitute the full and absolute acceptance by the Buyer of the Unit and shall have the followingeffects:

It shall be conclusive proof upon the Buyer that all the terms, conditions and specifications with respectto the Unit have been complied with by the Seller to the entire satisfaction of the Buyer;

All risk of loss or damage to the Unit and all obligations, condominium dues, real property taxes andother assessments, insurance, and other expenses accruing on the Unit shall automatically be for theaccount of the Buyer from the date of delivery; and

It shall operate to discharge and relieve the Seller of any and all obligations, association dues, realproperty taxes and other assessments accruing on the Unit and from any responsibility, loss, damage or

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The entry to and/or occupancy by the Buyer of the Unit or any portion thereof without the Certificate ofCompletion and/or Acceptance and the Seller's written authority shall be deemed and shall have the same effect as

full and absolute acceptance by the Buyer of the Unit in accordance with the immediately preceding paragraph.

In the event that the Seller allows the Buyer in writing to take possession of the Unit for the purpose of occupyingthe same prior to the full payment of the Purchase Price, the following conditions shall become applicable: (a) theBuyer shall formally accept the Unit by signing the Certificate of Completion and/or Acceptance; (b) the Buyer

shall hold the Seller free and harmless from any loss, damage or injury arising from or which may arise during orout of his use and occupancy of the Unit; (c) the Buyer shall be liable for the payment of all taxes, assessments,dues, charges and other fees accruing on the Unit (including those charged by the Condominium Corporation) asof the date of the Buyer's possession of the Unit; (d) the Buyer shall, at his expense, promptly make all necessaryimprovements on the Unit in order to preserve the same in good condition; (e) the Buyer shall cause the Unit to beinsured at all times; and (f) the Buyer shall strictly and faithfully comply with the Deed Restrictions and all otherconditions which the Seller may impose in connection herewith.

The Unit shall be delivered to the Buyer subject to the covenants and restrictions specified in the DeedRestrictions which will be annotated on the corresponding certificate of title to the Unit as a lien thereon.

PROJECT COMPLETION

The Seller shall endeavor to cause the delivery of the Unit to the Buyer by the estimated period of deliveryspecified in Annex A. In the event that the Seller's completion of the Project is unduly delayed beyond theestimated period of delivery set forth in Annex A due to fire, earthquake, other natural elements, acts of God, war,civil disturbance, government and economic controls, unforeseen site conditions or diffrculty in obtaining thenecessary labor or materials for the Project, or due to any other cause beyond the Seller's control which makes thecompletion of the Project impossible, then the Seller may, at its option, extend the date of delivery of the Unit bygiving written notice to the Buyer of such extension, or consider itself relieved of any obligation under thisContract. ln the latter case, the Seller shall reimburse the Buyer, without interest, for all amounts heretoforereceived from the latter, except for those amounts already paid to the government or third parties such as, but notlimited to, brokers' commissions, value-added tax, and creditable withholding tax and, where applicable, returnthe Buyer's unused post-dated checks.

The amount to be reimbursed to the Buyer may be collected by the Buyer at the offtce of the Seller, unless theBuyer chooses to remit the amount to be refunded outside the Philippines, and in this case, the remittance of suchamount shall be the sole responsibility of the Buyer. In any event, the Unit remains the property of the Seller.

ExPRoPRIA-tIoN

If at any time prior to the transfer of the condominium certificate of title to the Unit in the name of the Buyer, thegovernment or any of its political subdivisions or instrumentalities, or any public company shall condemn orexpropriate the Unit or the parcel(s) of land (or any portion thereof) on which the Project is constituted, the Sellershall have the full and absolute right to deal or negotiate with, receive the proceeds of expropriation from, or enterinto a compromise with the expropriating or condemning authority, or resist or dispute such expropriation orcondemnation. The Seller agrees that it shall refund to the Buyer a portion of the compensation for the Unit whichthe Seller shall have received from the expropriating and condemning authority for the Unit, based on the ratiobetween the portion ofthe Purchase Price paid by the Buyer and the total Purchase Price. Other than as aforesaid,the Buyer shall have no recourse against the Seller to recover any amount paid by the Buyer under this Contract byreason ofsuch expropriation or condemnation.

IO. C0NDOMINIUN{C0RPORATION

l0.l Pursuant to Section 30 of Presidential Decree No. 957, the Seller will organize, as the Buyer hereby authorizes theSeller to organize, the Condominium Corporation for the purpose of managing ceftain areas of the Project for theconunon use and benefit ofall residents ofthe Project and promoting and protecting their mutual interest.

10.2 Upon the incorporation of the Condominium Corporation and the full payment by the Buyer of the Purchase Priceand all amounts due under this Contract, the Buyer shall automatically become a member of the CondominiumCorporation, shall pay to the latter all the dues and assessments duly Ievied and imposed by the CondominiumCorporation, and shall comply with its Articles of Incorporation, By-Laws and rules and regulations. In the eventthat the Buyer takes possession of the Unit prior to full payment of the Purchase Price pursuant to Section 7 .3, theSeller shall, as registered owner of the Unit, remain as member of the Condominium Corporation and shallcontinue to exercise all the rights of a member, subject to the condition that the Buyer shall be responsible for thepayment to the Condominium Corporation of all dues and assessments duly levied and imposed on the Unit andshall comply with its Arlicles of Incorporation, By-Laws and rules and regulations of the CondominiumCorporation.

10.3 Until the Condominium Corporation is organized and functioning, all the rights, powers, and authority vested in itby the Deed Restrictions, unless other-wise prescribed by law, may be exercised, performed, and enforced by theSeller.

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I l. SELLER'S WenRaNTmS

The Seller shall assign to the Condominium Corporation, for the pro-rata benefit of all purchasers of units in theProject, all the warranties made in favor of the Seller by the architects, engineers, construction or project manager,contractors and material suppliers employed for the Project in connection with the plans, specifications,construction materials, equipment or facilities used or installed in or for the Project to the extent provided forunder pertinent laws.

BUYER,S WARRANTIES

12.1 The Buyer warrants that the personal information which he has provided for the purpose of executing this Contractand the Deed ofAbsolute Sale (ifexecuted pursuant hereto) is true and correct as ofthe date hereofandthereof,and agrees to directly and personally inform the Seller in writing ofany changes in the Buyer's personal data suchas but not limited to name, address and/or status. lt is understood that the Seller shall have the right to solely relyon the information provided by the Buyer. Correspondingly, the Seller shall not be held responsible for any error,non-communication or miscommunication in the personal information given by the Buyer. The Buyer alsowarrants that the funds used and to be used in purchasing the Unit was, has been and will be obtained throughlegitimate means and do not and will not constitute all or part of the proceeds of any unlawful activity underapplicable laws. The Buyer hereby holds the Seller free and harmless from any incident, claim, action or liabilityarising from the Buyer's breach of warranties herein.

12.2 In the event the Unit has been delivered to and occupied by the Buyer, the Buyer hereby undertakes to allow therepresentatives of the Seller or any public service or utility company to enter the Unit at reasonable hours of theday upon prior notice to the Buyer for the purpose of inspection, measurement, and./or relocation of necessarylines of water, gas, electric power, telephone and other public services, except in case of an emergency, in whichcase such prior notice shall not be required. Any inconvenience or disturbance thus caused shall not be a groundfor the rescission of this Contract or the Deed of Absolute Sale or an action for damages.

12.3 The Buyer understands and agrees that the architectural and floor plans ofthe Unit and/or Project may be revisedby the Seller without the Buyer's prior consent. In view of the Seller's continuing commitment to enhance theUnit and/or Project, the Seller may make minor alterations or modifications in the area, shape and/or lay-out of theUnit or the Project without the need of prior notice to the Buyer. The Buyer waives any cause of action he mayhave against the Seller on account of such alterations or changes and hereby manifests that his consent andapproval to such alterations and changes are being given freely and ofhis own accord.

12.4 The Buyer hereby agrees and gives his consent to the expansion of the Project and annexation of additionalparcels of land, the construction of additional buildings or structures on such additional parcels not otherwiseconstituting part of the Project as of the date hereof, and any addition, alteration and/or modification of plans forthe Project and/or the provisions of the Deed Restrictions as originally filed with and approved by the relevantgovernment agencies having jurisdiction over the Project. It is agreed that such additions, alterations, and/ormodifications shall in no way affect or void this Contract or the Deed of Absolute Sale or make the Selleraccountable for any delay in the release of the certificate of title to the Unit as a consequence thereof. The Buyermanifests that the consent and approval herein granted are being given freely and ofhis own accord.

12.5 The Buyer hereby undertakes not to cause the substitution of the object of this Contract without the prior writtenconsent of the Seller; provided, that in the event the Seller consents to such substitution, all costs to effect suchsubstitution, including but not limited to all taxes, costs and expenses arising out of or associated with thecancellation of the purchase by the Buyer of the Unit, the substitution thereof by the purchase of a new property,and the cancellation, amendment or supplement of this Contract (as the case may be), shall be for the account ofthe Buyer.

I3. ASSIGNMENT

The Seller reserves the right to sell, cede, transfer, endorse, mortgage, or assign to any person or entity (the"Assignee") the obligations of the Buyer and the Seller's rights and interests in and to the Unit and to this Contractup to one hundred percent (100%) of the Seller's interests in the Unit and/or the Contract. In such case, the Sellershall be fully entitled to effect the sale, cession, transfer, endorsement, moftgage, or assignment of the title to theUnit, notes, checks, rights, actions, claims and/or receivables arising out of or as a consequence of this Contract.The Buyer hereby gives its express consent to any such sale, cession, transfer, endorsement, mortgage, orassignment and agrees that the Assignee shall assume all the rights of the Seller as stipulated in this Contract. Forthis purpose, the Buyer agrees to settle all his obligations under this Contract directly with the Assignee after beingduly notified by the Seller of such sale, cession, transfer, endorsement, mortgage, or assignment to the Assignee.In the event that the Assignee is a bank or financial institution under the supervision of the Bangko Sentral ngPilipinas, the Buyer understands and agrees that all laws governing the Assignee shall be applicable to the Buyer.

The Buyer shall not assign, cede, sell, lease, encumber, transfer or in any other manner dispose of its rights andobligations under this Contract without the prior written approval of the Seller. In the event that the Sellerapproves of such assignment, cession, sale, lease, encumbrance, transfer or disposition of rights and obligationshereunder, the Buyer agrees to the following conditions oftransfer: (a) all arrears, ifany, on this Contract shouldhave been paid before any transfer ofrights and obligations is effected; (b) the Seller is entitledto charge and bepaid a transfer fee as specified by the Seller at the time of such transfer of rights and obligations to cover theadministrative expenses to effect such transfer; and (c) the Buyer shall be responsible for bearing any and all taxes

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Any assignment, cession, sale, lease, encumbrance, transfer or disposition by the Buyer of his rights and

obiigations hereunder without the prior wriften approval by the Seller shall be null and void and shall not be

binding on the Seller.

13.3 Except in cases oftransfers by hereditary succession, the Buyer cannot effect the sale or transfer ofthe Unit to a

third person without first securing a certification from the secretary of the Condominium Corporation that the

propoied sale or transfer will not violate any law limiting the ownership of private land to Filipinos or to

iorporations at least sixty percent (60%) (or such other applicablepercentage as may be hereinafter required) of

the capital of which is owned by Filipinos.14. OTUNR TERMS AND CONDITIONS

l4.l This Contract shall not be considered as changed, modified Qr altered by any acts oftolerance on the part oftheSeller unless such change, modification or alteration is made in writing and signed by both parties to this Contract'

This Contract, the Deed of Absolute Sale (if executed pursuant hereto), and all other documents executed in

relation to or in connection with this transaction and which are expressly made an integral part hereof (including

but not limited to the reservation agreement), shall constitute the entire agreement between the parties. The

Annexes of this Contract are considered for all intents and purposes integral parts hereof. For the avoidance ofdoubt, as used herein, the term "Contract to Sell" or "Contract" includes all Annexes referred to herein.

References herein to Sections and Annexes are to sections of and annexes to this Contract, and include allprovisions of the referenced section or annex. The Seller is not and shall not be bound by any stipulations,

iepresentations, agreements or promises, oral or otherwise, notcontained

inthis Contract and the Deed of

Absolute Sale (ifexecuted pursuant hereto). In addition, this Contract supersedes all verbal representations which

may have been made by the real estate broker (if any) to this transaction unless otherwise provided herein. In case

of any discrepancy beiween this Contract and the reservation agreement executed between the Seller and the

Buyer, this Contract shall prevail.

l4.Z Should either party resort to the courts ofjustice for the protection or enforcement of its rights under this Contract

and the Deed ofAbsolute Sale (ifexecuted pursuant hereto), the defaulting parry agrees to pay the non-defaulting

party, by way of attomey's fees, the amount equal to twenty percent (20%) of the amount claimed in the complaint

but in no case less than P25,000.00, in addition to the costs and expenses of litigation, damages (whether actual or

consequential) to which the non-defaulting parfy may be entitled under the law, and other expenses which the law

1nuy"ntitl"

the non-defaulting parry to recover from the defaulting party. The parties hereby agree to submit to the

jurisdiction of the proper court of Taguig City, Metro Manila. It is understood that upon execution hereof, the

parties waive anY other venue.

14.3 If there are two (2) or more buyers under this Contract, the term "Buyer" as used herein shall collectively refer to

all such p".ronr, and their obligations under this Contract shall be deemed contracted by them in a solidary

manner. The use of the masculine gender herein includes the feminine and neuter gender.

14.4 The broker/salesman, if any, who negotiated the sale hereof shall sign as one of the witnesses to this Contract and

the Deed of Absolute Sale (if executed pursuant hereto).

14.5 The provisions of Presidential Decree No. 957, where applicable, are deemed incorporated herein by reference.

14.6 In case of controversy in the interpretation of the plans and specifications or in the measurement of the Unit, the

interpretation ofthe Seller shall prevail.

l4j All covenants herein shall extend to and be obligatory on the heirs, personal representatives, successors and

assigns (as the case may be) of the parties.

14.8 All notices, consents, requests and demands to or upon the Buyer shall be in writing and delivered personally

(including by courier), sent by electronic mail, facsimile transmission or by certified or registered mail, postage

prepaid, to the Buyer's address stated in this Contract, or such other address as may hereinafter be conveyed by

ih. Boy". to the Seller in writing in accordance with Section 12.1. Any such notice shall be deemed given when

so delivered personally (including by courier), or if sent by electronic mail or facsimile transmission, when so

transmitted, or if mailed, upon receipt, and the Seller shall not be held liable for any damages, costs, expenses or

losses that may be incurred by the Buyer by reason of any delay or failure on his part to receive such notice

personally.

l4.g [n case one or more of theprovisions contained in this Contract shall be declared invalid, illegal or unenforceable

in any respect by competent authority, the validity, legality and enforceability of the remaining provisions

contained herein shall not in any way be affected or impaired thereby'

14.10 This Contract may be executed in counterparts. One fully signed set of counterparts shall for all intents and

purposes be considered a single document. This Contract shall be deemed to be executed on the date when both

ih. S"ll.. (acting through its authorized representative) and the Buyer shall have affixed their respective signatures

hereto, and acknowledged the same to be their liee and voluntary act and deed.

{

.l I This Contract and the Deed of Absolute Sale (if executed pursuant hereto) shall be governed by Philippine laws'



IN WITNESS WHBREoF, the parties have hereunto signed these presents in the place and on the date hereinafter provided.

ARTHALAND CORPORATIONSeller

By:

OLIVERAttorney

CHANin - Fact

Printed Name

PATR PORTO- Fact';y"'

I certify that on this date, before me, a notary public dulypersonally appeared:

SIGNED IN THE PRESENCE OF:

ACKNOWLEDGEMENT

authorized in the city named above to take acknowledgements,

REPUBLIC OF THE PHILIPPINES

T'AGUrc CTTY

)

) S.S

Name

ArthaLand CorporationBy:

Oliver L. Chan

Patricia Ann S. Porto

Lorenzo Cancio Layug

TIN

004-4s0-721

228-403-0s3

207-661-892

255-097-9s8

Competent Evidenceof Identity

SSS No. 03-9211531-5

Date and Place Issued

DL No. N0l-98-224624 2 December 2009

Quezon City

DL No. N01-97-216662 9 November 2009

Quezon City

PP No. E85743687 25 lune20l2Manila

fiTTL

who are personally known to me and identified by me through competent evidence of identity to be the same personsdescribed in the foregoing instrument, who acknowledged before me that their respective signatures on the instrument werevoluntarily affixed by them for the purposes stated therein, and who declared to me that they have executed the instrumentas their free and voluntary act and deed and that they have the.authority to sign on behalfoftheir respective principals.

wrrNESS My HAND AND SEAL this S.l0Vttg 20tf

Doc. No.Page No.Book No-Series of

SAU[F

Lt56

--48-----Eq-A/olA.

f_q#fPrA rP

p'rh ffniwi{|,lila

tlaffiSf,n" $],i nur1,59,'t-tu-il ns, '

QOLLNO, 4rt6.t



I. PRoJECT NAME AND LOCATI0N

ADDITIoNAL TERMS AND CONDITIoNSFoR PURCHASE UNDERTHE IN-HousE FrNu',lcrNc PRocRAM

ARYA RESIDENCES, TOWER I

McKinley Parkway, Bonifacio Global City,Taguig City, Metro Manila

Date Due

3l May 2012

ANNEX A

.,DESCRIPTIoN oF THE LoT AND UNIT

UnitNo. :

Location of Unit :

Unit Type :

Approximate Floor Area :

Appurtenant Parking Slot/sNumber ;

Location :

and the

3.

3.1

).2

J.J

PURCHASE PRICE ANn TnnITs OF PAYMENT

PURCHASE Pnrcr: The Purchase Price of the Unit shall be

PESOS: EIGHT MILLION NINE HUNDRED TWELVE THOUSAND FOUR HUNDRED EIGHTYEIGHT AND 08/100 ONLY (Php 8,912,488.08)

which amount is exclusive of value added tax.

DEroSIT: The Seller acknowledges to have received from the Buyer a non-interest bearing reservation deposit in theamount of PESOS: FIFTY THOUSAND ONLY (Php 50,000.00) (the "Deposit") on Mav 31, 2012, which will be appliedas part of the downpayment specified in Paragraph 3.3.

PAYMENT Scnpoulr:

3.3.1 DowNPAYMENT: The downpayment in the amount of

PESOS: FOUR HUNDRED FORTY FIVE THOUSAND SIX HUNDRED TWENTY FOUR AND40/100 ONLY (Php 445,624.40)

and the applicable value added tax shall be payable as follows:

Principal Value Added Tax

240524th FloorI Bedroom ExecutiveSixty nine square meters (69sqm), more or less

9lBasement 3

Total AmountPayable

Php 499,099.33Payable

Php 445,624.40 Php 53,474.93Less: Php 50.000.00

Php 395,624.40

3.3.2 BALANCE oF TIrE PURCHASB Pnrcr: The balance of the Purchase Price in the amount ofPESOS:

\

tt

I

EIGHT MILLION FOUR HUNDRED SIXTY SIX THOUSAND EIGHT HUNDREDSIXTY THREE AND 68/100 ONLY (Php 8,466,863.68)

icable value added tax shall be in installments as follows:

MonthlyAmortization Princioal

Value-Added Tax &Other Charqes Total Amount Due Date

1st 33,928.57 4,071.43 38,000.00 3L-Jul722nd 33,928.57 4,O71.43 38,000.00 3L-Aue-L23rd 33,928.57 4,O7L,43 38,000.00 30-Sep-124th 33,928.57 4,O71,.43 38,000.00 31-Oct-125th 475,000.00 57,000.00 532,000.00 30-Nov-12

6th 33,928.57 4,O7L.43 38,000.00 31.-Dec-127th 33,928.57 4,077.43 38,000.00 31-Jan-1"38th 33,928.57 4,077.43 38,000.00 28-Feb-139th 33,928,57 4,071.43 38,000.00 31-Mar-13

r_0th 33,928.57 4,O7L.43 38,000.00 30-Apr-131 1th 475,000.00 57,000.00 532,000.00 31-Mav-1312th 33,928.57 4,O77.43 38,000.00 30-Jun-13L3th 33,928.57 4,071.43 38,000.00 31{ul-1314th 33,928.57 4,O71,.43 38,000.00 31--Aug-1315th 33,928.57 4,O7L.43 38,000.00 30-Sep-1316th 33,928.57 4,O7t.43 38,000.00 31-Oct-13

Other Charees 265,26L.44 265,26L.44 30-Nov-1317rh 7,041,,963.69 845,O23.64 7,886,887.32 30-Nov-13

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