Deed of Sale of Condominium Unit

DEED OF ABSOLUTE SALE

 

This Deed of Absolute Sale, made and entered into this __________________ at Makati City, Philippines, by and between:

MARCOS AND ASSOCIATES, with office address at Suite 1234 Tower One & Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City, represented in this act by the sole partners ATTY. RAMON MARCOS and ATTY. JUAN MARCOS, hereinafter referred to as the “SELLERS

– and –

SXS HOLDINGS, INC., a domestic corporation, duly organized and existing under Philippine laws with address at __________________________________, represented in this act by _________________, hereinafter referred to as the “BUYER

WITNESSETH: that-

 

WHEREAS, the SELLERS is the legal registered owner of Unit No. 1111 with Parking Unit No. C-1111 and Unit 2222 with Parking Unit No. C-2222 located at the 44th Floor, Ayala Triangle, Tower I, Ayala Avenue, Makati City, respectively covered by Condominium Certificate of Title Nos. 8555 and 8556 issued by the Register of Deeds of Makati City (hereinafter referred to as the “PROPERTY”), more particularly described as follows:

Condominium Certificate of Title No. 85555

Register of Deeds for Makati City

 

“Unit 1111 with Parking Unit No. C-1111, located on the fourteenth floor of the AYALA TRIANGLE TOWER I, with a Net floor area of 95.00, common area of 26.20 and a total area of 121.20”.

Condominium Certificate of Title No. 85556

Register of Deeds for Makati City

 

“Unit 2222 with Parking Unit No. 2222, located on the fourteenth floor of the AYALA TRIANGLE TOWER I, with a Net floor area of 100.00, common area of 27.60 and a total area of 127.60”.

WHEREAS, the SELLERS wishes to sell and the BUYER has agreed to purchase the PROPERTY free from all liens and encumbrances of any kind and nature;

NOW, THEREFORE, for and in consideration of the foregoing premises and more particularly for the price of THIRTEEN MILLION PESOS (PHP13,000,000.00), Philippine Currency, the receipt whereof is hereby acknowledged from the BUYER to the entire satisfaction of the SELLERS, the said SELLERS does hereby sell, transfer and convey in a manner absolute and irrevocable unto the said BUYER, their heirs and assigns, the said PROPERTY including all the rights and interests in the

PAGE 02/

 

common areas, and the interests in the condominium corporation appurtenant to such PROPERTY, and subject further to:

 

a) The provisions of the Condominium Act;

b) The Master Deed with the Declaration of Restrictions;

c) The Articles of Incorporation and the By-Laws of the condominium corporation;

d) The restrictions, limitations and easements of record;

e) The zoning or other restrictions upon the use of the property as may be imposed by the Government and other government authorities having jurisdiction over the same.

The payment of the capital gains tax due on the sale of the Property shall be for the sole account of the SELLERS. The documentary stamp taxes on the sale of the Property from the SELLERS to the BUYER, transfer tax and the expenses for registration of the Property in the name of the BUYER shall be for the sole account of the BUYER.

IN WITNESS HEREOF, we have hereunto set our hands on the date and at the place first indicated above.

MARCOS AND ASSOCIATES SXS HOLDINGS, INC.

Sellers Buyer

 

 

By: By: _____________________

 

_____________________

 

 

ATTY. RAMON MARCOS

Partner

 

ATTY. JUAN MARCOS

Partner

 

SIGNED IN THE PRESENCE OF

_______________________ _______________________

PAGE 03/

 

ACKNOWLEDGMENT

 

Republic of the Philippines)

Makati City ) S.S.

BEFORE ME, a Notary Public for and in the above-indicated locality, on this ____________________ personally appeared:

 

NAME: RES. CERT. NO./ DATE/PLACE ISSUED: Passport No.

ATTY. RAMON

MARCOS _________________ __/__/__/_____________

ATTY. JUAN

MARCOS _________________ __/__/__/_____________

 

SXS HOLDINGS, INC. _________________ __/__/__/_____________

 

________________________ _________________ __/__/__/_____________

 

known to me and to me known to be the same persons who executed the foregoing Deed of Absolute Sale and acknowledged to me that the same is their free and voluntary act and deed.

I HEREBY CERTIFY that this instrument which consists of three (3) pages, including this page whereon this Acknowledgement is written, have been signed by the parties and their instrumental witnesses on the appropriate spaces on page two (2) and on the left margin of the other pages, and refers to the Deed of Absolute Sale covering two condominium units located at the 14TH Floor of Ayala Triangle, Tower 1, Ayala Avenue, Makati City, Philippines and covered by Condominium Certificate of Title Nos. 85306 and 85307, issued by the Register of Deeds of Makati City

WITNESS MY HAND AND SEAL on the date and at the place first above-written.

 

Doc. No. _____;

Page No. _____;

Book No. _____;

Series of ______.

Pre-Incorporation Agreement

PRE-INCORPORATION AGREEMENT

This agreement is made between the following parties: ___________________________________________________, and ________________________________________________ to organize a Corporation upon the following terms and conditions on this ______ day of ________________, 2010 at Makati City.

The parties shall form and organize a Corporation under the laws of the Philippines.

Attached as Exhibit A are the proposed Articles of Incorporation.

The parties agree that the Corporation’s authorized stock shall be distributed, and consideration paid, as follows;

In consideration of the cash payment to the Corporation made by ____________________________________________ of the amount of _________________________, _______________________________ shares of _________________________ (common or preferred stock shall be issued to him.

In consideration of the transfer to the Corporation of the following property: (list property, real or personal, to be transferred), ___________ shares of ________________ (common or preferred) stock shall be issued to ____________________________________.

The parties further agree not to transfer, sell, assign, pledge, or otherwise dispose of their shares of stock issued by the Corporation until they have first offered the shares for sale to the Corporation, and then, should the Corporation refuse such offer, to the other shareholders on a pro rata basis. All shares shall be offered at their book value. In the event the corporation refuses to purchase said shares, the other shareholders shall not have not less then thirty (30) days to purchase the shares. If the Corporation or other shareholders do not purchase all offered shares, remaining shares may be freely transferred to other parties by their owner without price restrictions.

The Corporation shall employ ________________________________________ as its manager for a set term of _____________ years and at an annual salary of ____________________, such employment not to be terminated without cause and such salary not to be increased or decreased without the approval of ________ percent of the directors.

All parties to this agreement promise to use their best efforts to incorporate the organization and to commence its business in a timely fashion.

_______________________________

Signature

_______________________________

Signature

Revocation of Special Power of Attorney

REVOCATION OF SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, under date of _________________, I, _______________________, have executed a Special Power of Attorney, naming and appointing _________________ as my true and lawful attorney-in-fact for the purpose/s and with the power set forth in the instrument which was ratified before Atty. ______________________, Notary Public in and for ________________, as per Doc. No. ________, Page. No. __________ Book No. _______________, Series of _____________ of his Notarial Register; and

NOW, THREFORE, I have revoked, countermanded, annulled and made void, and by these presents do revoke, countermand, annul and make void the said Special Power of Attorney and all powers and authorities therein granted and conferred upon said attorney-in-fact __________________.

IN WITNESS WHEREOF, I have hereunto set my hand at ________________, on this ______ day of ______________, 20______.

_____________________

(Principal)

SIGNED IN THE PRESENCE OF:

___________________________ ___________________________

ACKNOWLEDGMENT

Republic of thePhilippines)

MakatiCity ) SS.

BEFORE ME, a Notary Public in and in _______________ this _______ day of _________________, 2010, personally appeared the following:

Name: CTC No./ Date & Place Issue

Passport No.

___________________ ______________ ___________________

all known to me to be the same person who executed by the foregoing instrument and he/she acknowledged to me that the same is his/her free and voluntary act and deed.

WITHNESS MY HAND AND SEAL in the place and on the date first above written.

Doc. No. _______;

Page No. _______;

Book No. ______;

Series of 20___.

Affidavit of Support and Consent

REPUBLIC OF THE PHILIPPINES)

_______________________________ ) SS.

JOINT AFFIDAVIT OF SUPPORT AND CONSENT

We, ______________________ and ________________________, both of legal age, and residents sworn, hereby depose and state, that:

1. We are the parents of __________________________ born on _____________ in the City/Municipality of _________________, Philippines;

2. We are applying for tourist visa for our said child/children with the Embassy of _________________;

3. We have more than sufficient income derived from business/employment of both/either of us, more or less in the amount of P_______________ monthly, hence we are assuring the government of the Republic of the Philippines, that we are more than financially capable of defraying his/her/their expenses of said travel and capable of giving support to our said child/children during their/his/her stay in the country where he intend to go;

4. We hereby give our full consent and authority to our said child/children to travel to said country freely and voluntarily and we guarantee that he/she/they shall not become a public charge and/or burden to said country or become a liability/liabilities to the Philippine government;

5. We are executing this Joint-Affidavit of Support and Consent in order to attest to the truth of the foregoing and circumstances and in order to show compliance with the requirements of the Department of Foreign Affairs prior to issuance of tourist visa.

IN WITNESS WHEREOF, I hereunto affix my signature this ___________ at Makati City.

____________________ ______________________

Affiant Affiant

CTC No. ___________ CTC No. ___________

Issued on __________ Issued on ___________

Issued at __________ Issued at ___________

SUBSCRIBED AND SWORN to before me this ______________ at Makati City, Affiant exhibiting to me their Community Tax Certificate appearing below their names.

Doc. No. _____;

Page No. _____;

Book No. _____;

Series of _________.

Corporate Guarantee

CORPORATE GUARANTEE

This GUARANTEE dated this 24th day of June 2011.

FROM: ABC CORPORATION (The “Guarantor”)

TO : XYZ BANK (The “Lender”)

 

RE : DEF COOPERATIVE (The “Debtor”)

 

 

IN CONSIDERATION OF the Lender extending future credit from time to time to the Debtor, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Guarantor, guarantees the prompt, full and complete performance of any and all present and future duties, obligations and indebtedness (the “Debt”) due to the Lender by the Debtor, under the terms of certain debt agreements (the “Agreement”) and under the following terms and conditions:

1. The Guarantor guarantees that the Debtor will promptly pay the full amount of principal and interest of the Debt as and when the same will in any manner be or become due, either according to the terms and conditions provided by the Agreement or upon acceleration of the payment under the Agreement by reason of a default.

2. The Guarantor agrees not to pledge, hypothecate, mortgage, sell or otherwise transfer any of the Guarantors assets without the prior written consent of the Lender.

3. To the extent permitted by law, the Guarantor waives all defenses, counterclaims or offsets that are legally available to the Guarantor with respect to the payment of the Debt of the Debtor.

4. The Lender is hereby authorized at any time, in its sole discretion and without notice, to take, change, release or in any way deal with any security securing the Debt without in any way impairing the obligation of the Guarantor.

5. The Lender will be under no obligation to collect or to protect any such security or the Debt, and its neglect or failure to collect or protect the security or the Debt is excused. Acceptance of the Guarantee is waived.

6. The Lender may grant extensions of time or other indulgences and otherwise deal with the Debtor and with other parties and securities as the Lender may see fit without in any way limiting or lessening the liability of the Guarantor under this Agreement.

7. Any impairment of the security, which the Lender may from time to time hold as security for the Debt, will in no way operate to discharge the Guarantor in whole or in part, it being specifically agreed that the Lender is not required to exercise diligence to enforce its rights against the Debtor.

8. The Lender may release, surrender, exchange, modify, impair or extend the periods of duration or the time for performance or payment of any collateral securing the obligations of the Debtor to the Lender, and may also settle or compromise any claim of the Lender against the Debtor or against any other person or corporation whose obligation is held by the Lender as collateral security for any obligation of the Debtor or the Lender.

9. This Guarantee is for the use and benefit of the Lender, and will also be for the use and benefit of any subsequent Lender to whom the Lender may assign this Guarantee.

10. The liability of the Guarantor will continue until payment is made of every obligation of the Debtor now or later incurred in connection with the Debt and until payment is made of any loss or damage incurred by the Lender with respect to any matter covered by this Guarantee or any of the Agreement.

11. The Guarantor further waives all rights, by statute or otherwise, to require the Lender to institute suit against the Debtor, and to exercise diligence in enforcing this Guarantee or any other instrument.

12. All present and future indebtedness of the Debtor to the Guarantor is hereby assigned to the Lender. All monies received by the Guarantor from the Debtor will be received in trust for the Lender and upon receipt are to be paid over to the Lender until such time as the Debt owed by the Debtor has been fully paid and satisfied.

13. The Guarantor represents that at the time of the execution and delivery of this Guarantee nothing exists to impair the effectiveness of this Guarantee.

14. All of the Lender’s rights, powers and remedies available under this Guarantee and under any other agreement in force now or anytime later between the Lender and the Guarantor will be cumulative and not alternative, and will be in addition to all rights, powers and remedies given to the Lender by law or in equity.

15. The Lender may, at its option, proceed in the first instance against the Guarantor to collect the obligations covered by this Guarantee without first proceeding against any other person, firm or corporation and without resorting to any property held by the Lender as collateral security.

16. All pronouns will include masculine, feminine and/or neuter gender, single or plural number, as the context of this Guarantee may require.

17. This Guarantee is made pursuant to the laws of the State of Wisconsin. In the event that this Guarantee must be enforced by the Lender, all reasonable costs and expenses, including attorney’s fees, incurred by the Lender will be paid by the Guarantor.

18. The invalidity or unenforceability of any one or more phrases, sentences, clauses or sections in this Guarantee will not affect the validity or enforceability of the remaining portions of this Guarantee or any part of this Guarantee.

19. No alteration or waiver of this Guarantee or of any of its terms, provisions or conditions will be binding upon the Lender unless made in writing over the signature of the Lender or its representative.

20. Words of “Guarantee” contained in this Guarantee in no way diminish or impair the absolute liability created in this Guarantee.

21. Any notice to be given to the Guarantor may be sent by mail, telephone, fax, email or otherwise delivered to the address provided below.

 

Phone No.: ____________________________

Fax No.: ____________________________

 

IN WITNESS WHEREOF the Guarantor hereunto affix its signature this ______________________ atMakatiCity.

ABC CORPORATION

Guarantor

By:

_________________

President

SIGNED IN THE PRESENCE OF:

_____________________ _____________________

ACKNOWLEDGMENT

Republic of thePhilippines)

MakatiCity ) SS.

 

BEFORE ME, a Notary Public in and forMakati City,Philippines, this ___________________ personally appeared:

Name: Passport No. Date/Place Issued

_________________ _______________ _____________________

known to me to be the same person who executed the foregoing instrument and he acknowledged to me that the same is her free and voluntary act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal on the date and at the place first above written.

Doc. No. _______;

Page No. _______;

Book No. ______;

Series of _________.

Affidavit – General Form

REPUBLIC OF THE PHILIPPINES)

_____________________ ) SS.

AFFIDAVIT

I, ________________________, of legal age, ____________, and with address at ___________________________, under oath, state:

  1. THAT I __________________________;
  2. xxxxxx
  3. xxxxxx

4. THAT I am executing this Affidavit to attest to the truth of the foregoing facts and to use the same for whatever legal purpose it may serve.

IN WITNESS WHEREOF, I hereunto affix my signature this _________________ at ________________________.

_____________________

Affiant

SUBSCRIBED AND SWORN to before me this _______________ at _______________, Affiant exhibiting to me his/her Comm. Tax Cert. _____________ issued at ______________ on _________________.

Doc No. ________;

Page No. _______ ;

Book No. _______;

Series of ________.

Demand Letter Re Bounced Check

______ Address of Sender/Creditor____

________________________________

________________________________

 

_____________________

(Date)

RE: NOTICE OF DISHONOR OF CHECK

M ____________

______________

______________

Dear Sir/Madam:

I regret to advise you that __________________________ Check No. _______________ dated ______________ for the sum of P_____________ issued by you in payment of __________________________ has been dishonored by the drawee bank for the reason: drawn against insufficiency of fund/ account closed.

Pursuant to the provision of Batas Pambansa No. 22 in conjunction with Republic Act 4885, I would ask you to make necessary arrangement for the payment in full by the drawee bank of your check within five (5) banking days after receipt of this notice. Needless to state, in this connection, your failure to do so is a prima facie evidence of deceit constituting false pretense or fraudulent act punishable under the law.

Please be guided accordingly.

Very truly yours,

____________________

Affidavit of Loss 2

REPUBLIC OF THE ____________)

__________________ CITY )                          SS.

AFFIDAVIT OF LOSS

I, ____________________________, of legal age, and with address at ___________________________, under oath state:

1. THAT I am a registered owner of SMART Retailer Sim bearing No. _________________;

2. THAT in the afternoon of Saturday, _______________ 20__, my Nokia 3310 containing said SIM was stolen from our store by an unidentified culprit while I was busy conducting an inventory of the goods therein;

4. THAT I exerted due diligence and persistent efforts in locating my aforesaid cellphone and its SIM card but to no avail and I consider the same as lost and can no longer be found;

5. THAT I am executing this Affidavit to attest to the truth of the foregoing facts and to use the same for whatever legal purpose it may serve.

IN WITNESS WHEREOF, I hereunto affix my signature this ___________ at Makati City.

 

______________________

Affiant

SUBSCRIBED AND SWORN to before me this ______________ at Makati City, Affiant exhibiting to me his/her Community Tax Certificate No. ________________ issued on ________________ at ______________.

 

Doc. No. _____;

Page No. _____;

Book No. _____;

Series of______.

Special Power of Attorney

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, __________________________, of legal age, single, Filipino citizen and resident of ______________________________________________, do hereby name, constitute and appoint _______________________________, of legal age and resident also of __________________________________, to be my true and lawful attorney-in-fact, for me and in my name, place and stead, to do and perform the following special powers, to wit:

_____________________________________________________________

_____________________________________________________________

_____________________________________________________________

_____________________________________________________________

HEREBY GIVING AND GRANTING unto my said attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in and about the premises as fully to all intents and purpose as I might or could do if personally present and acting in person; and

HEREBY RATIFYING AND CONFIRMING all that my said attorney-in-fact shall lawfully do and cause to be done under by virtue of these presents.

IN WITNESS WHEREOF, I have hereunto set my hand at ____________, Philippines, on this ____________ day of ________________, 20______.

____________________

Principal

Conforme:

______________

Attorney-in-fact

SIGNED IN THE PRESENCE OF:

____________________________                              ___________________________

ACKNOWLEDGMENT

Republic of the Philippines

Makati City ) S.S.

BEFORE ME, a Notary Public in and for Makati City, Philippines, this ______________ personally appeared:

Name                               Res. Cert.            Date/Place Issued

_________________          ____________      _________ _______

_________________          ____________      _________ _______

known to me to be the same persons who executed the foregoing instrument and they acknowledged to me that the same is their free and voluntary act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand affixed my notarial seal on the date and at the place first above written.

Doc No. _________

Page No._________

Book No. ________

Series of 20_______

Affidavit of Discrepancy in Signatures

AFFIDAVIT OF DISCREPANCY IN SIGNATURES

(E.G. A KOREAN HAS KOREAN AND ENGLISH NAMES AND SIGNATURES)

 

 

REPUBLIC OF THEPHILIPPINES)

MAKATICITY ) S.S

 

 

SWORN STATEMENT

 

I,________________, South Korean, born on _____________,and of legal age, with residence/office address at__________________________________________, after being duly sworn in accordance with law, hereby depose and certify that:

 

1. _______(write Signature in Korean Script)_________ is my Korean signature and is the specimen that appears in my valid identification cards, while ___write Signature English Script­­­____ is my English signature.

 

2. Both specimens, as displayed above, are being used by me as my signatures.

 

3. I execute this Sworn Statement to attest to attest to the truth of the foregoing and in connection with the Bank’s requirement to present an English signature aside from my Korean signature.

 

 

 

NAME

Affiant

 

SUBSCRIBED AND SWORN TO before me this _______ day of ____________ affiant exhibiting to me his Passport bearing No. _____________ issued on _________________ at __Quezon City_ .

 

 

 

Doc. No.: ________

Page No.: ________

Book No.:________

Series of ________