Common use of RESALE AND ASSIGNMENT Clause in Contracts

RESALE AND ASSIGNMENT. (a) Any sale, assignment, disposition or transfer of the UNIT or any part thereof at any time entered into after the transfer shall be on the Seller’s Standard Resale Agreement in respect of the Fairmont Hotel Units and shall not be of any legal effect unless: (i) the Purchaser has paid any and all outstanding expenses regarding registration, transfer and related fees as required by the relevant South African Governmental Authorities, ZEMA, the Body Corporate and IZOA to effect the transfer and issue of title; (ii) the Purchaser has paid all amounts outstanding to the Hotel in terms of any agreement; (iii) the Purchaser has paid all outstanding levies, to the extent the Purchaser is responsible for same pursuant to Clause 7; (iv) the Purchaser has paid any amounts owing in relation to facilities or services as provided under this Agreement; (v) the transferee, in a manner acceptable to ▇▇▇▇ and ▇▇▇▇, agrees to become a member and is admitted as a member of IZOA and ZEMA. (vi) the transferee and, in the event of the transferee being an artificial person, its nominee(s), being accepted as composite member(s) of the Zimbali Country Club if such Membership is a prerequisite of the Club’s Constitution. (vii) the transferee purchases from the Zimbali Country Club at the then market price the requisite number of Debentures if such purchase is a prerequisite of the Club’s Constitution. (b) Notwithstanding the provisions of Clause 10.1, in the event of a breach of this Clause 10.2, the Seller shall be entitled in its absolute discretion to refuse its written approval as required to the sale and transfer of the UNIT until the provisions of this Clause 10 are complied with and no party to this Contract of Sale shall have any claim for damages arising out of the Seller’s refusal to give such written approval. (c) In order to protect the Seller’s rights in this regard, the UNIT shall be transferred to the Purchaser, subject to a condition in the Title Deeds to the UNIT to the effect that the UNIT, or any portion thereof or interest therein shall not be alienated or otherwise transferred without the prior written consent of the Seller first having been obtained, which consent the Seller shall grant provided that the Purchaser has complied with all its obligations in terms of this Contract, and in particular, and in no way detracting from the generality of the aforesaid, has complied with its obligations in terms of this Clause 10. (d) The Purchaser acknowledges that in the event of the Purchaser disposing of the UNIT, or in the event of the Purchaser being an artificial person, such as a close corporation, company or trust and the member’s interest, shares or beneficial interest (as the case may be), being disposed of privately (i.e. without the assistance of an estate agent), then in that event, the Purchaser acknowledges that it shall be responsible for payment of an administration fee charged by the Seller in consideration, inter alia, for marketing the Estate and attending to the formalities of ZEMA in this regard. The aforesaid administration fee shall not exceed ½% (one half percent) of the purchase price of the UNIT, member’s interest, shares or beneficial interest (as the case may be). If the UNIT, member’s interest, shares or beneficial interest (as the case may be) is transferred or disposed of in any manner other than a bona fide sale then the administration fee will not exceed ½% of the market value of the UNIT, member’s interest, shares or beneficial interest (as the case may be) at the date of transfer or cession of same. If the Developer and the Purchaser are unable to reach agreement on the market value of the UNIT, the member’s interest, shares or beneficial interest (as the case may be) at the date of transfer or cession, then the market value shall be determined by a registered independent valuer, to determine the market value of the UNIT, member’s interest, shares or beneficial interest (as the case may be) as aforesaid. The costs of the valuer in valuing the aforesaid UNIT, member’s interest, shares or beneficial interest (as the case may be) shall be paid for by the Seller and the Purchaser in equal shares.

RESALE AND ASSIGNMENT. 30.1 The PURCHASER may not resell the UNIT prior to registration of transfer except with the prior written consent of the SELLER who shall charge a fee in respect of such resale for documentation, vetting of purchaser, obtaining legal advice, administration fee etc in an amount of FIVE (a5%) Any PER CENT of the gross resale price. 30.2 After registration of transfer no sale, assignment, disposition or transfer of the UNIT or any part thereof at any time entered into after unless sold upon the transfer shall be on the Seller’s SELLERS Standard Resale Agreement in respect of the Fairmont Hotel Units Shoreline Sibaya and shall not be of any legal effect unless:unless:- (i) 30.2.1 the Purchaser has paid any and all outstanding expenses regarding registration, transfer and related fees as required by the relevant South African Governmental Authorities, ZEMA, the Body Corporate ASSOCIATION and IZOA the BODY CORPORATE so as to effect the transfer and issue of titletransfer; (ii) 30.2.2 the Purchaser has paid all amounts outstanding to the Hotel in terms of any agreement; (iii) the Purchaser PURCHASER has paid all outstanding levies, to the extent the Purchaser is responsible for same pursuant to Clause 7; (iv) 30.2.3 the Purchaser PURCHASER has paid any amounts owing in relation to facilities or services as provided under this Agreementto the BODY CORPORATE or OPERATOR; (v) 30.2.4 The PURCHASER have secured payment to the BODY CORPORATE of the Levy Stabilisation amount referred to in 15.3; 30.2.5 the transferee, in a manner acceptable to ▇▇▇▇ and ▇▇▇▇the ASSOCIATION, agrees to become a member and is admitted as a member of IZOA and ZEMAthereof. (vi) the transferee and, in the event of the transferee being an artificial person, its nominee(s), being accepted as composite member(s) of the Zimbali Country Club if such Membership is a prerequisite of the Club’s Constitution. (vii) the transferee purchases from the Zimbali Country Club at the then market price the requisite number of Debentures if such purchase is a prerequisite of the Club’s Constitution. (b) Notwithstanding the provisions of Clause 10.1, in 30.3 In the event of a breach of this Clause 10.230, the Seller SELLER shall be entitled in its absolute discretion to refuse its written approval as required to the sale and transfer of the UNIT until the provisions of this Clause 10 30 are complied with and no party to this Contract of Sale AGREEMENT shall have any claim for damages arising out of the Seller’s SELLER’S refusal to give such written approval. (c) 30.4 In order to protect the Seller’s SELLER’S rights in this regard, the PROPERTY/UNIT shall be transferred to the PurchaserPURCHASER, subject to a condition in the Title Deeds to the PROPERTY/UNIT to the effect that the PROPERTY/UNIT, or any portion thereof or interest therein shall not be alienated or otherwise transferred without the prior written consent of the Seller first having been obtained, which consent the Seller SELLER shall grant provided that the Purchaser PURCHASER has complied with all its obligations in terms of this Contract, AGREEMENT and in particular, and in no way detracting from the generality of the aforesaid, has complied with its obligations in terms of this Clause 10. (d) 30. The Purchaser acknowledges that in the event of the Purchaser disposing of the UNIT, or in the event of the Purchaser being an artificial person, such as a close corporation, company or trust and the member’s interest, shares or beneficial interest (as the case may be), being disposed of privately (i.e. without the assistance of an estate agent), then in that event, the Purchaser acknowledges that it SELLER shall be responsible for payment of an administration fee charged by entitled to cede and delegate these rights to either the Seller ADMINISTRATOR and/or the BODY CORPORATE, alternatively appoint the ADMINISTRATOR or the BODY CORPORATE as its Attorney and Agent in consideration, inter alia, for marketing the Estate and attending order to attend to the formalities administrative functions arising out of ZEMA in this regard. The aforesaid administration fee shall not exceed ½% (one half percent) of the purchase price of the UNIT, member’s interest, shares or beneficial interest (as the case may be). If the UNIT, member’s interest, shares or beneficial interest (as the case may be) is transferred or disposed of in any manner other than a bona fide sale then the administration fee will not exceed ½% of the market value of the UNIT, member’s interest, shares or beneficial interest (as the case may be) at the date of transfer or cession of same. If the Developer and the Purchaser are unable to reach agreement on the market value of the UNIT, the member’s interest, shares or beneficial interest (as the case may be) at the date of transfer or cession, then the market value shall be determined by a registered independent valuer, to determine the market value of the UNIT, member’s interest, shares or beneficial interest (as the case may be) as aforesaid. The costs of the valuer in valuing the aforesaid UNIT, member’s interest, shares or beneficial interest (as the case may be) shall be paid for by the Seller and the Purchaser in equal sharesclause 30.4.