某海外房地产项目收购协议中英文对照.docx

1、某海外房地产项目收购协议中英文对照DEVELOPMENT AGREEMENT开发协议1This development agreement (“Agreement”) is made at this day of Two Thousand and Fourteen BY AND BETWEEN本开发协议（“本协议”）由以下双方于2014年_月_日订立。_, a company incorporated and registered under the provisions of the _ having its registered office at _ hereinafter referr

2、ed to as “the Owner” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and permitted assigns) of the FIRST PART;_，一家根据_规定注册成立的公司，其注册办事处位于_（以下简称甲方的“业主”）（除非与本文件中的上下文或含义矛盾，否则此表述应被视为及包括其继承者及经批准的受让人）；AND 及_, a company incorporate

3、d and registered under the provisions of the _ having its registered office at XXXX hereinafter referred to as “the Developer” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and includes its successors) of the SECOND PART; _，一家根据_规定注册成立的公司，其注册办事处位于

4、XXX市XX区XXX（以下简称乙方的“开发商”）（除非与本文件中的上下文或含义矛盾，否则此表述应被视为及包括其继承者）；The Owner and the Developer are hereinafter collectively referred to as the “Parties” and individually as a “Party”. 业主及开发商以下统称为“订约方”，及分别被称为“一方”。WHEREAS:- 鉴于：A. Devolution of title of the property to be captured; 拟取得物业产权转让B. The Owner is se

5、ized and possessed of or otherwise well and sufficiently entitled to all that piece or parcel of land admeasuring an area of 2.5 Acres located in Athi River, Nairobi, Kenya, as more particularly described in the Annexure A hereunder written and as delineated by red colour boundary line on the plan h

6、ereto annexed and marked as Annexure B (hereinafter referred to as “the said Property”); 业主占有及持有或以其它方式有权充分享有整片或整块土地，该土地面积为2.5公顷，位于XXX。更多详细说明见本文件下的附录A，并在随附及标记为附录B的平面图上用红色边界线描绘（以下简称“上述物业”）。C. The Developer has independently verified and duly satisfied with the title of the Owner to the said Property.

7、开发商已独立确认及对业主所持上述物业的所有权满意。 D. The Developer has favorable advantages on investment and financing and capability of project development, operation and management and has represented to the Owner that he has the necessary expertise to undertake/carry out the Project (as defined below) in the manner as

8、set out herein; 开发商在投资和融资及项目开发、经营及管理能力方面具有有利优势并已向业主表明，其具有根据本文件内所载方式承担/实施项目（定义见下文）所需专有知识；E. Pursuant to discussions and negotiations held between the Owner and the Developer they have agreed to develop, on the said Property, a project comprising of an urban complex in Nairobi and a new general office

9、 building integrating hotels, offices and apartments on the said Property, together with such amenities and facilities as are commensurate to a project of this nature, and as more particularly set out in Annexure C hereto (“Project”) for the consideration and in the manner and on the terms and condi

10、tions mutually agreed upon by and between the Parties hereto; 根据业主与开发商之间的讨论及协商，双方已同意在上述物业上开发一个项目，包括 内罗毕市的城市综合体及上述物业上一栋集酒店、办公室及公寓于一体的新综合办公大楼2以及与该性质项目相适应的便利设施及设施。更多详情载于附录C供订约方审议，其方式及条款和条件由订约方约定（“项目”）。F. The Parties are now desirous of recording the terms and conditions mutually agreed upon by and betw

11、een them as hereinafter appearing: 订约方现希望记录下文出现的经双方约定的条款及条件：NOW THEREFORE THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:- 因此，订约方现协议及约定如下：-1. Definitions and Interpretation 定义及解释1.1 Definitions 定义1.1.1. “Actual Saleable Area” shall have the meaning as

12、ascribed to it under Clause 3.1 below; “实际可售面积”应具有下文第3.1条所赋予之涵义；1.1.2. “Business” shall mean and refer to development and construction projects and all other activities incidental thereto, including but not limited to the Project described herein; “业务”应指开发和建设项目及所有其它附带的活动，包括但不限于本文件内所述的项目；1.1.3. “Cons

13、truction Schedule” shall have the meaning as ascribed to it under Clause 8.2 below; “施工进度”应具有下文第8.2条所赋予之涵义；1.1.4. “Development Rights” shall have the meaning as ascribed to it under Clause 2 below; “开发权”应具有下文第2条所赋予之涵义；1.1.5. “Force Majeure” shall have the meaning as ascribed to it under Clause 9 bel

14、ow; “不可抗力”应具有下文第9条所赋予之涵义；1.1.6. “FSI” shall stand for Floor Space Index; “FSI”指建筑面积指标；1.1.7. “Gross Sale Proceeds” shall mean and refer to the total sum agreed by the Developer under any contract for the sale of any unit / premises in the Project to a third party, but shall not include the following

15、: “销售总额”应指开发商在将项目中任何单位/房屋出售予第三方的任何合同中约定的总额，但不包括下列内容：(i) All deposits collected from the prospective purchasers for payments to be made to the concerned government, quasi-government bodies and local authorities; 从准买家收到的用于向有关政府、半政府机构和地方当局付款的所有存款； (ii) Any deposit collected from the purchasers for paym

16、ent to the relevant authority for availing electricity; 从买家收到的用于就援用电力向相关当局付款的任何存款；(iii) All deposits collected from the prospective purchasers for payment to be made in respect of society formation, legal expense towards share money, corpus fund, maintenance deposit and / or monthly maintenance char

17、ges; 从准买家收到的用于就社会形态、份额资金法律费用、本金、维护存款和/或每月维护收费付款的所有存款；(iv) Funds collected from the prospective purchasers towards various facilities such as gas pipeline, solar system, cable TV, broadband facilities, security systems, club house membership charges, charges for extra work / facilities if provided in

18、 the unit etc. which may be provided in the Project; (v) 从准买家收到的与项目中可能提供的各种设施（如天然气管道、太阳能系统、有线电视、宽带设施、安全系统、会所会籍费、单位内提供的额外工程/设施的收费等）有关的资金； (vi) The amount collected from the purchasers for payment of stamp duty, registration fees and other incidental and other allied costs and expenses payable on agre

19、ements, deeds, documents and instruments, writings which are collected and recovered from the prospective purchasers; and 从买方收到的用于支付印花税、登记费和其它杂费及其它根据协议、契据、文件和文书、著作应从准买家收取及收回的成本及费用；及(vii) The amounts collected towards payment of service tax, value added tax, or any such levy and / or towards any othe

20、r taxes to be made under any concerned statute which will be made applicable from time to time by the Central and / or State Governments or any local authority. 就支付服务税、增值税或根据中央及/或州政府或任何地方当局不时制定的适用相关法令应支付的任何征费及/或任何其它税务收取的金额。 1.1.8. “Master Plan” shall have the meaning as ascribed to it under Clause 8

21、.1 below; “总体规划”应具有下文第8.1条所赋予之涵义；1.1.9. “Minimum Saleable Area” shall have the meaning as ascribed to it under Clause 3.1 below; “最低可售面积”应具有下文第3.1条所赋予之涵义；1.1.10. “Project” shall have the meaning as ascribed to it under Recital E above; “项目”应具有上文陈述E中所赋予之涵义；1.1.11. “said Property” shall have the meani

22、ng as ascribed to it under Recital B above; and “上述物业”应具有上文陈述B中所赋予之涵义；及1.1.12. “Territory” shall mean include the countries of Nairobi, and . “领地”应包括内罗毕、 和 4等国。1.2 Interpretation 解释 In this Agreement: 本协议中：1.2.1 Headings are used for convenience only and shall not affect the interpretation of this A

23、greement. 标题仅为了方便且不得影响本协议的解释。1.2.2 unless inconsistent with the context or meaning thereof, reference to the singular includes a reference to the plural and vice versa, and reference to any gender includes a reference to all other genders. 除非不符合本文件中的上下文或含义，否则单数应包括复数，反之亦然，且任何词性包括所有其它词性。 1.2.3 the wor

24、ds “hereof”, “herein” and “hereunder” and words of similar import, when used generally in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. 本协议中使用的“本文件中”、“本文件内”和“本文件下”及类似含义的词汇指整份协议，而不是指本协议中的任何特定条文。1.2.4 where a word or phrase is defined, other

25、parts of speech and grammatical forms of that word or phrase shall have the corresponding meanings. 如已定义一个词或短语，则该词或短语的其它词性及语法形式应具有相应含义。1.2.5 any reference to writing includes printing, typing, lithography and other means of reproducing words in visible form. 任何“著作”包括印刷、打印、平板印刷及以其它可见形式复制文字的其它手段。1.2.6

26、 in construing this Agreement, references to Recitals, Articles, Sections, Clauses, Annexures or Schedules are references to Recitals, Sections, Clauses, Articles, Annexures or Schedules of and to this Agreement. 解释本协议时，陈述、条文、章节、条款、附录或附件指本协议的陈述、条文、章节、条款、附录或附件。1.2.7 reference to any legislation or la

27、w or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to statutory provision shall include any subordinate legislation rules and regulations framed there under from time to

28、 time under that provision and include any statutes and rules or regulations made or guidelines issued there under, and any other rules, regulations, guidelines, policy statements, orders or judgments having the force of law. 任何立法或法律或本文件中的任何规定应包括本文件日期后不时修订、补充或重新制定的任何法律，及任何法定规定应包括根据该规定不时制定的任何次级立法条例及规

29、定并包括根据本文件项下规定制定的任何法令及条例或规定或签发的指南，及任何其它具有法律效力的条例、规定、指南、政策声明、命令或判决。 1.2.8 reference to the word “include” shall be construed without limitation. “包括”一词的解释应不受限制。2. Grant of Development Rights 授予开发权The Owner hereby grants to the Developer and the Developer hereby accepts from the Owner all such rights a

30、nd authority as are required to develop the Project on the said Property (“Development Rights”), strictly in accordance with the terms and conditions contained in this Agreement. 业主特此严格根据本协议所含条款及条件授予及开发商特此接受业主在上述物业上开发项目所需的所有权利及权限（“开发权”）。3. Constructed saleable area in respect of the said Property与上述

31、物业有关的建筑可售面积 3.1 The Developer represents that it shall, at its own cost and expenses, obtain all necessary permissions, approvals and sanctions from the relevant authorities for the development of at least square feet of area on the said Property including for construction of the Project (“Minimum S

32、aleable Area”). However, in the event the same is permitted and the required approvals are granted by the competent authorities, the Developer may develop and construct such additional area over and above Minimum Saleable Area as may be permitted. The actual area constructed and developed by the Developer on the said Property shall be hereinafter referred to as “Actual Saleable Area”.