Buy and SEll AGREEMENT
1 PARTIES
1.1 The parties to this agreement are:–
1.1.1 [ ______]; and
1.1.2 [ ______].
1.2 The parties agree as set out below.
2 INTERPRETATION
2.1 In this agreement, unless inconsistent with or otherwise indicated by the context:
2.1.1 "the/this agreement" means the Buy and Sell agreement as set out herein together with all appendices hereto;
2.1.2 “business day” means a day other than a Sunday, Saturday or official public holiday in the Republic of South Africa;
2.1.3 “the effective date” means, notwithstanding the signature date, the date on which the suspensive condition referred to in 4.1 has been fulfilled;
2.1.4 “the insurer” means Channel Life Limited, the insurer in terms of the policy;
2.1.5 "the parties" means the seller and the purchaser;
2.1.6 "the purchaser" means [ ______], with identity number [ ______];
2.1.7 “the policy” means the [ _CHANNEL LIFE_ ] (name of policy), with policy number [ ______] (insert policy number), of which the Seller is the holder and owner as at the effective date;
2.1.8 “the seller” means [ ______], with identity number [ ______];
2.1.9 “the signature date” means the date of signature of this agreement by the party signing last in time;
2.1.10 any reference to the singular includes the plural and vice versa;
2.1.11 any reference to natural persons includes legal persons and vice versa;
2.1.12 any reference to a gender includes the other genders.
2.2 If any provision in a definition is a substantive provision conferring rights or imposing obligations on any party, effect shall be given to it as if it were a substantive clause in the body of the agreement notwithstanding that it is only contained in the interpretation clause.
2.3 The clause headings in this agreement have been inserted for convenience only and shall not be taken into account in its interpretation.
2.4 If any period is referred to in this agreement by way of reference to a number of days, the days shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day other than a business day, in which case the last day shall be the next succeeding day which is a business day.
2.5 Words and expressions defined in any subclause shall, for the purposes of the clause of which that subclause forms part, bear the meaning assigned to such words and expressions in that subclause.
3 INTRODUCTION
3.1 It is recorded that: –
3.1.1 the seller is the holder and owner of the policy;
3.1.2 in terms of the terms and conditions applicable to the policy, the rights under the policy may not be ceded;
3.1.3 the purchaser wishes to acquire the rights, title and interest to the policy from the seller and the seller is willing to dispose thereof to the purchaser, subject to the terms and conditions contained in this agreement, and subject to the insurer consenting to such cession in writing, notwithstanding the express terms and conditions of the policy referred to in 3.1.2.
3.2 The parties accordingly agree as set out herein.
4 SUSPENSIVE CONDITION
4.1 This agreement, except for the provisions of 4 and 17 which shall be of immediate force and effect between the parties, is subject to the fulfilment of the suspensive condition that the insurer consents in writing to the cession of the rights under the policy in terms of this agreement, notwithstanding the express terms and conditions of the policy referred to in 3.1.2 (“the suspensive condition”).
4.2 If the suspensive condition is not fulfilled, this agreement shall cease to be of any further force or effect and –
4.2.1 no party to this agreement shall have any claim against the other arising out of or in connection with this agreement; and
4.2.2 to the extent that this agreement may have been partially implemented, the parties to this agreement shall all be restored to the status quo ante,
provided that the provisions of 4 and 17 shall be and remain of force and effect.
5 PURCHASE AND SALE
The seller hereby sells to the purchaser, who hereby purchases from the seller, the policy, with effect from the effective date, upon the terms and conditions set out in this agreement.
6 PURCHASE PRICE
The purchase price payable by the purchaser to the seller for the policy is an amount of R [______] (insert amount in words).
7 PAYMENT OF purchase price
The purchase price referred to in clause 6 above shall be paid by the purchaser to the seller on the effective date by way of an electronic bank transfer or any other manner agreed to between the parties in writing.
8 DELIVERY
Against payment of the purchase price referred to in clause 6 as contemplated in clause 7, the seller shall deliver a completed cession of policy document in the form of the pro forma cession of policy document annexed hereto as Appendix 1, as well as the policy to the purchaser at [______], which delivery the purchaser shall accept.
9 RISK AND BENEFIT
9.1 All rights, title and interest to the policy shall pass to the purchaser on the effective date.
9.2 Ownership of the policy shall pass to the purchaser with effect from the effective date and the completed cession of policy document referred to in clause 8 shall be forwarded to the insurer, in order to amend the policy by way of an endorsement to reflect the purchaser as the holder and owner of the policyholder and removing the seller as holder and owner of the policy. The purchaser shall with effect from the effective date be responsible to notify the insurer of any beneficiaries which he wishes to nominate for purposes of the policy.
10 WARRANTIES
10.1 The seller hereby warrants to the purchaser that: –
10.1.1 the seller is the true and lawful owner and holder of the policy;
10.1.2 subject to the provisions of 4.1, the seller is and will be entitled to dispose of the policy;
10.1.3 the policy is not subject to any notarial bond, cession or pledge, or any other encumbrance; and
10.1.4 as at the effective date the policy is in force.
10.2 The purchaser hereby warrants that he will comply with the terms and conditions of the policy as from the effective date.
11 PERFORMANCE
The parties shall do all acts and sign all such documents as may be required from time to time in order to implement and carry out the transaction set out in this agreement.
12 BREACH
Should any party ("the party in default") breach any material term, condition, undertaking, warranty or representation contained in this agreement and fail to remedy such breach within 14 (fourteen) days (or such reasonable longer period as the parties may agree on) after receipt of a written notice from the other party ("the innocent party"), requiring such breach to be remedied, then, without prejudice to any other rights that it may have in terms hereof or in law, the innocent party shall be entitled to forthwith cancel this agreement on written notice thereof to the party in default.
13 NOTICES AND DOMICILIA
13.1 The parties choose as their domicilia citandi et executandi their respective addresses set out in this clause for all purposes arising out of or in connection with this agreement at which addresses all processes and notices arising out of or in connection with this agreement, its breach or termination may validly be served upon or delivered to the parties.
13.2 For purposes of this agreement the parties' respective addresses shall be:
13.2.1 the seller at [ ______],
Facsimile number [ ______]; and
13.2.2 the purchaser at [ ______],
Facsimile number [ ______],
or at such other address of which the party concerned may notify the other/s in writing provided that no street address mentioned in this subclause shall be changed to a post office box or poste restante.
13.3 Any notice given in terms of this agreement shall be in writing and shall:-
13.3.1 if delivered by hand be deemed to have been duly received by the addressee on the date of delivery;
13.3.2 if posted by prepaid registered post be deemed to have been received by the addressee on the eighth day following the date of such posting;
13.3.3 if transmitted by facsimile be deemed to have been received by the addressee on the day following the date of despatch, unless the contrary is proved.
13.4 Notwithstanding anything to the contrary contained or implied in this agreement, a written notice or communication actually received by one of the parties from another including by way of facsimile transmission shall be adequate written notice or communication to such party.
14 WHOLE AGREEMENT
This agreement constitutes the whole agreement between the parties as to the subject matter hereof and no agreements, representations or warranties between the parties regarding the subject matter hereof other than those set out herein are binding on the parties.
15 VARIATION
No addition to or variation, consensual cancellation or novation of this agreement and no waiver of any right arising from this agreement or its breach or termination shall be of any force or effect unless reduced to writing and signed by all the parties or their duly authorised representatives.
16 RELAXATION
No latitude, extension of time or other indulgence which may be given or allowed by any party to the other parties in respect of the performance of any obligation hereunder, and no delay or forbearance in the enforcement of any right of any party arising from this agreement, and no single or partial exercise of any right by any party under this agreement, shall in any circumstances be construed to be an implied consent or election by such party or operate as a waiver or a novation of or otherwise affect any of the party's rights in terms of or arising from this agreement or estop or preclude any such party from enforcing at any time and without notice, strict and punctual compliance with each and every provision or term hereof.
17 costs
Each party shall pay all its own costs of negotiating, drafting, preparing and implementing this agreement, as well as all further costs of implementing the transaction set out in this agreement.
SIGNED at / OnAS WITNESS:
For: / THE SELLER
WITNESS SIGNATURE
(Names of witness in block letters) / Duly authorised (Seller)
SIGNED at / On
AS WITNESS:
For: / THE PURCHASER
WITNESS SIGNATURE
(Names of witness in block letters) / Duly authorised (Purchaser)
JDW {2004-02-01]
Seller initial / : / Witness initial / :Purchaser initial / : / Witness initial / :
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APPENDIX 1
CESSION OF POLICY
IMPORTANT:
This cession of policy forms an integral part of the title to the policy and should always be kept safe together with the policy document and the buy and sell agreement, even subsequent to the cancellation of the policy.
I, the current policyholder and the undersigned, ______(insert full names), identity number ______hereinafter described as “the cedent”, do hereby cede and transfer all my rights, title and interest in and to the Policy, known as the __CHANNEL LIFE__ (insert policy name), with Policy No. ______(insert policy number), with commencement date ______(insert commencement date), effected by Channel Life Limited, registration number 1969/012487/06, together with all benefits already accrued or which may hereafter accrue in respect thereof, to and in favour of the cessionary identified below, subject to the terms and conditions of the Buy and Sell agreement entered into between the cedent and the cessionary dated ______:
Personal details of cessionary:
Surname / Name of institute: ______
First names: ______
Identity Number / Registration Number: ______
Title: ______
Physical address: ______
City: ______Postal code: ______
Postal address: ________
City: ______Postal code: ______
Contact number: ______
Fax number: ______
Cellular: ______
E-mail address: ______
Preferred communication (fax, e-mail or post): ______
All future correspondence relating to the policy will be forwarded to the cessionary to the address indicated above.
Signed at ______on the ___ day of ______20___.
______
Signature of Cedent (Seller) Signature of Witness
______
Full names of witness:
Signed at ______on the ___ day of ______20___ by the cessionary who accept the cession, subject to the terms and conditions contained in the Buy and Sell agreement.
______
Signature of Cessionary (Purchaser) Signature of Witness
______
Full names of witness:
Consent in terms of the Matrimonial Property Act (if applicable):
Only to be completed when the cedent is married in community of property and the cessionary is someone else than the spouse of the cedent.
I, ______(insert full names), with Identity number: ______(insert ID number), being married to the cedent in community of property, do hereby consent to the cession as recorded herein.
______
Signature of Spouse of the Cedent (Seller)
JDW {2004-02-01]
Seller initial / : / Witness initial / :Purchaser initial / : / Witness initial / :
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