______________, the “Seller” on the one side, _________________, the “Buyer” on the other side, concluded the present Contract about following:
1. Subject of the Contract
1.1. Seller has sold and Buyer has bought the goods according Application N 1 of the Contract.
2. Price and payment conditions of the Contract
2.1. The price of the goods is 1 000 000 $ (one million) US dollars.
2.2. The payment for the goods is to be done in following order:
- the delivery of goods according to the present Contract is to be made within ___ days after registration of the pledge (mortgage) agreement.
- the payment for goods is to be done until ______.
3. Pledge obligations
3.1. In order to ensure the proper performance of Buyer’s obligations to pay for the goods, Company __________ (the “Pledger”) pledges the following immovable property owned by Pledger _____________________ (apartment).
3.2. The pledge (mortgage) agreement must signed Seller and Pledger and registered before the "___" ___________ ____ in accordance with the current legislation of the Russian Federation and it is an integral part of present Contract. The pledge (mortgage) agreement must contain the subject of the mortgage, its assessment, the substance, the amount and the period of performance of the obligation secured by the mortgage. Mortgage commitments should be subject to valuation.
3.3. The property pledged to ensure the performance of obligations remains with Pledger.
3.4. Seller is primarily ahead of other creditors of Pledger is entitled to receive the satisfaction of the claim secured by the mortgage at the expense of the pledged property.
The full requirements of Seller are satisfied by the pledged Property through its implementation in the manner prescribed by the current legislation of the Russian Federation.
3.5. The parties agreed that in case of insufficiency of the amount received during the sale of the pledged Property, the Seller receives the missing amount from the other property of the Buyer, which can be recovered in accordance with the current legislation of the Russian Federation.
3.6. If the amount received from the sale of the Property exceeds the amount of the Loan Amount provided, the difference is returned to the Pledger no later than _____ (___________) days from the date of sale.
4.1. In case Buyer does not pay for goods at the agreed time period, Buyer is to pay penalty in the amount _______.
4.2. In case of failure to submit documents confirming the provision of the pledge in accordance with section 3 of present Contract, Seller has the right to terminate the contract without reimbursing any costs to Buyer.
4.3. The Seller shall have the right, without additional agreement with the Buyer, to foreclose on the subject of pledge in case of delay in payment for the goods or its part within the period established by present Contract by more than _____ days.
5. Final provisions
5.1. All disputes and differences relating to the present Contract, will be settled by negotiations between parties. In case the parties should be settled by arbitration court with Russian law.
5.2. All taxes will be paid by Seller.
5.3. The Contract comes into force from the moment of its signing by the Parties and is valid until the Parties fulfill all the obligations on it in full.
6. Legal addresses and bank references of the Parties
7. Signatures of the parties
MORTGAGE (PLEDGE) AGREEMENT
______________, the “Seller” on the one side, _________________, the “Pledger” on the other side, concluded the present Agreement about following:
1. SUBJECT OF THE AGREEMENT
1.1. The subject of this Agreement is the transfer of the property (apartment) belonging to Pledger to Seller in order to ensure the fulfillment of the company's obligations _______ (the “Buyer”) to Seller under the Contract "__" __________ ____ N _____ between them (hereinafter referred to as the Main Contract).
1.2. The subject of the mortgage is an apartment located at: _______________________, consisting of ___________________________, with an area of __________
1.3. The subject of the mortgage is owned by the Pledger on the basis of ownership on the basis of ______________________, which is confirmed by an entry in the Unified State Register of Real Estate from "___" ______ _____ N ____ (Extract from the Unified State Register of Real Estate from "___" ______ _____ N ____, Appendix N 1 of the present Agreement).
1.4. The subject of the mortgage remains in the possession and use of the Pledger.
1.5. The mortgage is established as security for the Buyer's obligation under the Main Contract specified in clause 1.1 of present Agreement.
1.6. The amount of the obligation secured by a mortgage is 1 000 000 $ (one million) US dollars
1.7. The deadline for paying the amount of the obligation secured by the mortgage is _______________ (an option if this amount is payable in parts is the timeframe (frequency) of the relevant payments and the amount of each of them or the conditions for determining these terms and amounts of payments (debt repayment plan)).
1.8. Sanctions under the Main Contract: ___________________________________.
1.9. Mortgage provides payment to the Seller:
- amount of payment for goods under the Main Contract;
- amounts due to him:
1) in damages, fines due to non-performance, delay in execution or other improper performance by the Buyer of the Basic Agreement;
2) in reimbursement of court costs and other expenses caused by foreclosure of the subject of the mortgage;
3) in reimbursement for the implementation of the subject of the mortgage.
1.10. The cost of the subject of the mortgage is ______ (_____________) rubles, which is confirmed by Report on the evaluation of the subject of the mortgage (Appendix N 2 of present Agreement).
1.11. Subsequent mortgages of the subject of the mortgage are not allowed (option: allowed).
2.1. Pledger acknowledges and warrants that:
2.1.1. Pledger is the full and legal owner of the rights to the subject of the mortgage. Until the moment of the conclusion of present Agreement, the subject of the mortgage is not alienated, not mortgaged, is not in the dispute and is not under arrest, is not burdened with the rights of third parties, no one disputes the rights of the Pledgor’s lease, which is confirmed by ____________________________.
2.1.2. Objections against the mortgage of the subject of the mortgage by third parties are not available.
2.1.3. The subject of the mortgage does not have any properties, as a result of the manifestation of which its loss, damage or damage may occur.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1. The Pledger:
3.1.1. must does not take actions that lead to the termination of the right of mortgage or a decrease in the value of the subject of the mortgage;
3.1.2. must does not interfere with the Pledgee to inspect the subject of the mortgage during the term of the present Agreement;
3.1.3. must does not transfer the subject of the mortgage to third parties without the written consent of the Seller;
3.1.4. must take all measures necessary to ensure the safety of the mortgage, including its current and major repairs;
3.1.5. must bear the risk of accidental loss or accidental damage to the subject of the mortgage;
3.1.6. must insure the subject of the mortgage at Pledger’s own expense in an amount not less than the amount secured by a mortgage obligation in favor of the Seller (beneficiary).
3.1.7. is entitled to use the subject of the mortgage in accordance with its purpose. Revenues from the use of the subject of the mortgage remain the property and free disposal of the Pledger.
3.2. The Seller:
3.2.1. have the right to check, in fact and according to the documents, the availability, condition and conditions of use of the subject of the mortgage.
3.2.2. have the right to transfer his rights under the present Agreement to another person in compliance with the rules on the transfer of creditor rights by assignment of the claim.
The assignment by the Seller of its rights under the present Agreement to another person is valid if the rights of claim against the Buyer under the Main Contract are assigned to the same person.
3.2.3. Seller is deprived of the right to satisfy his claim from the insurance indemnity if the loss or damage of the Mortgage Subject occurred for the reasons for which he is responsible.
4. FORECLOSURE PROCEDURE
4.1. The Seller is entitled to foreclose on the subject of the mortgage in case of default or improper performance by the Pledger of the obligations defined in the terms and conditions of the Main Contract after _______________ after the maturity date of the specified obligations.
4.2. The foreclosure of the subject of the mortgage is made only by a court decision in accordance with the current legislation of the Russian Federation (Option. The foreclosure of the M subject of the mortgage is made out of court on the basis of the agreement of the Parties, which is an integral part of present Agreement).
5.1. For non-fulfillment or improper fulfillment of obligations under the present Agreement, the Parties shall be liable in accordance with the current legislation of the Russian Federation.
5.2. In case of violation by the Pledger of obligations under this Agreement, the Pledger will be obliged to pay the Seller a penalty of _____% (__________ percent) of the value of the Mortgage Subject. The penalty shall be paid by the Pledger within _______ working days from the date of receipt of a written request from the Seller for payment of the fine. Payment of the fine does not release the Pledger from fulfilling its obligations under the Agreement.
6. FINAL PROVISIONS
6.1. This Agreement is subject to state registration and is considered to be concluded, and also enters into force from the time of such state registration in accordance with the procedure established by the legislation of the Russian Federation and is valid until the full performance of the obligations of the Buyer under the Basic Agreement.
6.2. The costs of registration and registration of the present Agreement by agreement of the parties are assigned to __________________________________
6.3. All changes and additions to the present Agreement are valid if made in writing, signed by the parties or authorized representatives of the parties and registered in the manner established by the legislation of the Russian Federation. The respective additional agreements of the parties are an integral part of the present Agreement.
6.4. The present Agreement may be terminated early by agreement of the parties or at the request of one of the parties in the manner and on the grounds provided for by the current legislation of the Russian Federation.
1) with the termination of the obligation secured by the mortgage;
2) upon the request of the Pledger if there are grounds provided for by the legislation of the Russian Federation;
3) in the case of sale from public auction of the subject of the mortgage, as well as in the case when its realization was not possible;
4) in other cases stipulated by the legislation of the Russian Federation.
6.5. Termination of the present Agreement does not relieve the parties from liability for its violation.
6.6. All disputes and differences relating to the present Agreement, will be settled by negotiations between parties. In case the parties should be settled by arbitration court with Russian law.
6.7. All notifications, statements and messages related to the present Agreement shall be deemed received, if delivered personally, by a courier, or by registered post to the indicated correspondence addresses.
6.8. The contract is made in three copies - one copy for
each of the Parties, one for the state registration authority.
6.9. The following are integral parts of the present Agreement:
- Appendix N 1 - Extract from the Unified State Register of Real Estate from "___" ______ _____ N ____
- Appendix N 2 - Report on the evaluation of the subject of the mortgage "___" ______ _____ N ____
- Appendix N 3 – the Main Contract
7. Legal addresses and bank references of the Parties