Afribond (Gold Class) Sales Contract
AFRIBOND PURCHASE AGREEMENT
AFRIHOOD DEVELOPMENT COMPANY LIMITED
REGISTRATION NUMBER: 1814937
(Hereinafter referred to as “The Issuer”)
(Hereinafter referred to as “The Purchaser”)
SCHEDULE OF PARTICULARS
7th Floor, Mulliner Towers
38, Alfred Rewane Road,
Ikoyi, Lagos State,
Number of Units
Total Bond Purchase Price
Payments should be made by draft or transfer to the Bank Account below:
Bank: Stanbic IBTC Bank PLC
Account Name: Afrihood Development Company
Account Number: 0044442234
Reference: Aize Residence
STANDARD TERMS AND CONDITIONS
1.1 For the purpose of this Agreement, Unless the context indicates otherwise;
2. PURCHASE AND SALE OF AFRIBOND; USE OF PROCEEDS
2.1 Agreement to Issue, Sell and Purchase Afribond Units: At the closing and upon the terms and conditions hereinafter set forth, The Issuer will sell to the Purchaser, and the Purchaser will purchase from The Issuer, for the aggregate Bond Purchase price of the subject matter and in accordance with the terms the schedule of particulars and the terms and conditions of this Agreement.
2.2 The total bond purchase price for the Subject matter shall be the amount specified in clause 3 of the Schedule of Particular.
2.3 Closing and Delivery of Afribond:
3. REPRESENTATIONS AND WARRANTIES OF AFRIHOOD
Afrihood hereby represents and warrants to, and covenants with, the Purchaser as follows;
3.1 Organization and Qualification: Afrihood is a Limited Liability Company duly registered under the companies and allied matters act 2020 and a registered company duly incorporated, validly existing and in good standing under the laws of the Federal Republic of Nigeria. The Issuer has the power and authority to enter into this Agreement and to consummate the transaction contemplated herein. The execution, delivery and performance of this Agreement by The Issuer does not and will not violate and provisions of The Issuer’s Articles of Incorporation or by laws or any law, rule, regulation, order, judgement, or decree applicable to The Issuer.
3.2 Issuance, Sale and Delivery of the Afribond: When issued, delivered and paid for in accordance with the terms hereof, the Afribond Units will be duly authorized, validly issued, fully paid and nonassessable, shall have the rights, preferences and limitations set forth in the Afribond Certificate and shall be free and clear of all liens, claims, encumbrances and restrictions, except as imposed by applicable laws. No further approval or authorization of the board of directors of The Issuer will be required for the issuance and sale of the Afribond Units to be sold by The Issuer pursuant to the terms hereof.
3.3 Due Execution, Delivery and Performance of the Transaction Documents: The Issuer has full legal right,corporate power and authority to authorize, execute and deliver this Agreement, the Afribond Certificate and the Registration Rights (all such agreements and documents are collectively referred to herein as the “Transaction Documents”), perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby. The execution and delivery of the Transaction Documents, the performance of the Company’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by The Issuer. Except as set forth in Section 3.3, the execution and performance of the Transaction Documents by the Company and the consummation of the transactions therein contemplated will not;
3.4 Board Approval: The Board of Directors has, as of the date of this Agreement, at a meeting duly called and held, duly adopted resolutions to approve the Transaction Documents and the consummation of the transactions contemplated thereby (including the issuance of the Afribond Units).
3.5 No Defaults: The Issuer is not in violation or default of any provision of its certificate of incorporation or bylaws, or other organizational documents, or, except as to defaults, violations and breaches which, individually or in the aggregate, would not reasonably be expected to be material to the condition (financial or otherwise), properties, assets (including intangible assets), business, operations or results of operations of The Issuer, taken as a whole, in breach of or default with respect to any provision of any material agreement, commitment, undertaking, judgment, decree, order, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument of any nature to which it is a party or by which it or any of its properties are bound; and, to the knowledge of The Issuer, except as set forth in Section 2.6, there does not exist any state of fact which, with notice or lapse of time or both, would constitute a breach or default on the part of The Issuer, except such breaches or defaults which individually or in the aggregate would not reasonably be expected to be material to the condition (financial or otherwise), properties, assets (including intangible assets), business, operations or results of operations of The Issuer, taken as a whole.
4. REPRESENTATION AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to, and covenants with The Issuer as follows;
4.1 Purchase Representations and Covenants: The Purchaser represents and warrants to, and covenants with, The Issuer that;
4.2 No Conflict: The execution, delivery and performance of the Agreement to which it is a party and the consummation of the transactions contemplated thereby by the Purchaser will not result in any violation of, be in conflict with or constitute a default under, any law, statute, regulation, ordinance, material contract or agreement, instrument, judgement, decree or order to which the purchaser is a party or by which it is bound, except as would not be reasonably expected to have a material adverse effect on the ability of the Purchaser to consummate the transaction contemplated herein.
5.1 The Issuer and the Purchaser will use their reasonable best efforts to cause the conditions specified in section 5 hereof to be satisfied as soon as practicable. At and from time to time after the Closing, at the request of any party hereto, the other party shall execute and deliver such additional certificates, instruments, and other documents and take such other actions as such party may reasonably request in order to carry out the purposes of this Agreement.
5.2. Between the date hereof and the Closing Date, or earlier termination of this Agreement in accordance with the terms hereof, The Issuer will;
6.1 The Afribond shall mature 12 calendar months from the date of Purchase, at which time The Issuer shall pay to the Purchaser of the Afribond Units, the Bond Purchase price of the bond along with the interest accrued on the Bond Purchase price.
7.1 The Returns for Afribond purchase shall be as prescribed in the Schedule of this Agreement.
8.1 The Issuer shall indemnify and hold harmless the Purchaser from and against any and all losses, damages, liabilities, costs and expenses that the Purchaser may incur as a result of any breach by The Issuer of any representation, warranty or covenant made by The Issuer pursuant to this Agreement.
9.1 This Agreement and the rights and obligations hereunder shall not be assigned, delegated, or otherwise transferred (whether by operation of law, by contract, or otherwise) without the prior written consent of the other party hereto.
10.1 All notices, requests, consents and other communications arising from this agreement shall be mailed by registered or certified electronic [e]mail (with its receipt confirmed by telephone or email) or nationally recognized express courier postage prepaid, and shall be deemed given when so mailed and shall be delivered as addressed as follows;
Afrihood Development Company Limited
7th Floor Mulliner Tower,
39, Alfred Rewane Road,
Ikoyi, Lagos State.
11.1 This Agreement may not be modified or amended except pursuant to an instrument in writing executed by The Issuer and the Purchaser.
12.1 The headings of the various sections of this Agreement have been inserted for convenience or reference only and shall not be deemed to be part of this Agreement.
13.1 If any of the provisions of this Agreement is found by an arbitration panel, court or other tribunal or forum of competent authority to be void or unenforceable, such provision shall be deemed to be deleted and expunged from this Agreement and the remaining provisions of this Agreement shall continue in full force and effect. Notwithstanding the foregoing, the Parties shall thereupon negotiate in good faith in order to agree to the terms of a mutually satisfactory provision to be substituted for the provision so found to be void or unenforceable.
14. GOVERNING LAW
14.1 This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
15.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Execution of a facsimile copy (including PDF) shall have the same force and effect as execution of an original, and a facsimile signature shall be deemed an original and valid signature.
16. ENTIRE AGREEMENT
16.1 This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior discussions and negotiations, whether oral or written, between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by both parties.
17. NO THIRD-PARTY BENEFICIARIES
This Agreement is intended for the benefit of the parties herein and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person (other than the Purchaser and The Issuer).
IN WITNESS WHEREOF, the parties have attached their common seal and append their signatures the day and year first above written.
The Common seal of Afrihood Development Company Limited *The Developer is hereby affixed in the presence of;
Name: Olufemi Shield Name: Adekoya Israel
(Authorized to bind the Company) (Authorized to bind the Company)
Capacity: Managing Director Capacity: Client Account Manager
THIS AGREEMENT HAS BEEN READ AND FULLY UNDERSTOOD BY ME AND I ACKNOWLEDGE THIS DATE I HAVE SIGNED UNDER SEAL. Any representations contained herein are true to the best of my knowledge information and belief.
SIGNED, SEALED AND DELIVERED, I have hereunto set my hand and seal:
March 22, 2023
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Document Name: Afribond (Gold Class) Sales Contract
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