MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING is made and entered into at Mumbai this ____ day of _______________ in the

Christian Year Two Thousand Eleven BETWEEN BENNETT, COLEMAN & CO. LTD., an existing company within the meaning and provisions of the Companies Act, 1956, having its registered office at The Times of India Building, Dr. D.N. Road, Mumbai 400 001 and having its corporate office at Times House, 7, Bahadurshah Zafar Marg, New Delhi 110103, hereinafter referred to as "THE TRANSFERORS" (which expression shall unless it be repugnant to the context or meaning thereof shall be deemed to mean and include its successors and assigns ) of the ONE PART; AND , adult Indian Inhabitant residing at , hereinafter referred to as "THE TRANSFEREE" (which expression shall unless it be repugnant to the context or meaning thereof shall be deemed to mean and include his heirs, executors and administrators) of the OTHER PART; (Both the Transferor and the Transferees are hereinafter referred to as such or individually as Party and collectively as Parties)

WHEREAS the Transferor has been allotted a flat vide an Agreement for Sale (Agreement) being Flat , admeasuring sq.ft (carpet area) located on floor alongwith car parking space in , (hereinafter referred to as the said flat), which is being developed by (the developer) and which is ready for possession. AND WHEREAS the Transferor has provided the Transferee with a copy of the said Agreement. The Transferee has read and understood all the terms of the said Agreement and agrees to abide by all the terms and conditions of the said Agreement. The Transferee is aware that the construction of the said building is complete and vacant and peaceful possession of the said Flat is ready to be delivered as set out in the said Agreement. AND WHEREAS the Transferor is desirous of assigning/selling all its rights, title and interest under the said Agreement to the Transferees at or for the consideration and on the terms and conditions recorded hereinafter.

NOW IT IS AGREED, DECLARED CONFIRMED BY AND BETWEEN THE PARTIES HERETO AS UNDER: The recitals hereinabove mentioned shall be treated as and form a part of the operative part of this MOU.

1.

That the Transferor shall sell, transfer and assign all its rights, title and interest under the said Agreement to the Transferees at or for the consideration of Rs. /-(only) to be paid by the Transferees to the Transferor as hereinafter mentioned. Rs. /(Rupees only) paid before the execution here of vide cheque No. drawnon. dated (the transferor doth hereby admits and acknowledges the receipt thereof). (Rupees only) being the balance consideration which is to be paid on or before {note: please insert the date}simultaneously with handing over of possession of the said Flat.

(a)

(b)

Rs.

2.

It is agreed by and between the parties hereto that; (i) if the said Transferee is unable to pay and/or fails to pay the balance consideration of Rs. /- in terms of 1 (b) above by , then this MOU shall stand terminated automatically without any further act on behalf of the Transferor. In the event of termination, the Transferor shall forfeit the sum of Rs. 50,000/(Rupees Fifty thousand only) from the amount paid in terms of 1 (a) above and the Transferee shall not have any claim whatsoever on the said Flat and the said Transferor shall be at liberty to deal with it and/or sell it to any other person of its choice (ii) if the said Transferor is unable to provide an NOC to the Transferee on or before due to which the Transferee cannot avail a housing loan and is unable to pay the balance consideration of Rs. /- (Rupees only) in terms of 1 (b) above by , then this MOU shall stand terminated automatically without any further act on behalf of the Transferee. In the event of termination, the Transferor shall refund to the Transferee the sum of Rs. /- (Rupees only) from the amount paid in terms of 1 (a) above and the Transferee shall not have any claim whatsoever on the said Flat and the said Transferor shall be at liberty to deal with it and/or sell it to any other person of its choice.

3. 4.

Time is of essence to this MOU and this transaction. The Transferee has read and understood all the terms of the said Agreement. The Assignee agrees to abide by all the terms and conditions of the said Agreement. The Assignee agrees to indemnify the Assignor in case of any loss, damages suffered by the Assignor due to any breach on account of any act or otherwise by the Assignee of any of the terms and conditions of the Agreement. The Transferor hereby agrees and undertakes to pay to the maintenance charges levied by the said developer in respect of the said Flat upto the date of execution of the Deed of Transfer in respect of the said Flat. The same shall be paid by the Transferee only thereafter.

5.

6. 7.

The transaction shall be completed by . The Transferee agrees, declares, confirms and covenants that; (i) The consideration of Rs. /-(Rupees only), is exclusive of the deposits and other charges payable to the Developer at the time of possession of the said Flat.

(ii)

(iii)

In addition to the consideration of Rs. /-(Rupees only), the Transferee shall pay all amounts payable (including all deposits, other charges etc) to the Developer at the time of possession of the Flat in terms of the Agreement. The Transferee shall refund to the Transferor all the monies (if any) already paid by the Transferor to the Developer over and above the basic sale consideration.

8.

It is agreed between the Transferor and Transferees that on receipt of the balance amount under clause 1(b) above, appropriate document for transfer/assignment of the rights under the said Agreement being transferred to the Transferee shall be executed and possession of the said Flat shall be handed over to the Transferee. The Transferor, hereby agrees that against payment of the total consideration by the Transferees as mentioned in clause 1 above the Transferor shall handover the Original Agreement and the possession of the said Flat. The transferor agrees to assist the transferee for availing a housing loan and for the said purpose shall provide such papers as are required in the ordinary course by banks for sanctioning of housing loans.

9.

10.

11.

All costs, charges and expenses (including out of pocket expenses) in respect of the agreement as also all the costs and expenses incidental to this MOU and the agreement including the stamp duty, registration charges, VAT, any other statutory charges etc. shall be borne and paid by the Transferees alone. However, the Transferor and the Transferees shall respectively bear and pay their respective Advocates and Solicitors professional fees.

THE SCHEDULE ABOVE REFERRED TO: Flat No. , admeasuring sq.ft (carpet area) located on floor alongwith car parking space in

IN WITNESS WHEREOF THE PARTIES hereto and hereunto have set and subscribed their respective hands the day and year first hereinabove mentioned.

SIGNED, SEALED AND DELIVERED by the withinnamed TRANSFEROR: M/S. Bennett, Coleman & Co. Ltd. Through its Autorised Signatory ) in the presence of :

) ) ) )

SIGNED SEALED AND DELIVERED by the withinnamed TRANSFEREE ) in the presence of:

) ) )

RECEIPT RECEIVED prior to the day and year first hereinabove ) mentioned of and from withinnamed Transferees a sum ) of Rs/- (Rupees only) ) by Cheque dated bearing No. ) drawn on ) Branch being the earnest money paid by them to us. )

Rs. /-

WITNESSES.

WE SAY RECEIVED.

For Bennett, Coleman & Co Ltd.

Authorised Signatory

************************************ DATED ___ DAY OF _______ ************************************ BETWEEN

2011

BENNETT, COLEMAN & CO. LTD .. TRANSFEROR

AND

.. TRANSFEREES

MEMORANDUM OF UNDERSTANDING