Assignment of Contract for purchase of property

The document titled 'Assignment of Contract for purchase of property' is a legal agreement that outlines the assignment of a property sale and purchase contract from the assignor to the assignee. The document begins with a brief introduction, stating the parties involved in the assignment, namely the Company (Party 1), the Assignor (Party 2), and the Assignee (Party 3). It further explains the background of the assignment, stating that the Assignor and the Company entered into a property sale and purchase contract for a specific premises, which is attached as Appendix A.

 

The agreement then proceeds to outline the terms of the assignment. It states that the Assignor wishes to be released and discharged from the contract, and both parties have agreed to the assignment and substitution of the Assignee as a party to the contract. The Assignor assigns and transfers all their rights, title, benefit, and interest in the contract to the Assignee, who undertakes to accept and perform all the liabilities and obligations of the Assignor under the contract. The Company agrees to the substitution of the Assignee and acknowledges their duties and obligations.

 

Additionally, the document specifies that the Assignee will pay an assignment fee to the Assignor on or before the assignment date. It clarifies that the assignment becomes effective on the assignment date and continues until the contract expires on the end date.

 

Furthermore, the agreement includes a provision for further assurance, where all parties agree to perform any necessary acts, execute documents, or take any further actions required by law to implement and give effect to the assignment.

 

The document also addresses the possibility of mutual release and indemnities. If the indemnities are included (as indicated by the variable $indemnities being 'yes'), both the Company and the Assignor release each other from any obligations or liabilities under the contract before the assignment date. The Assignee indemnifies the Assignor against any claims, liabilities, losses, costs, and expenses arising from their acts or omissions after the assignment date. Similarly, the Assignor indemnifies the Assignee against any claims, liabilities, losses, costs, and expenses arising from their acts or omissions before the assignment date. These indemnities are stated to be continuing obligations. If the indemnities are not included, only the mutual release is mentioned.

 

The document concludes with a provision stating that third parties who are not parties to the assignment or the contract have no rights to enforce any of its terms. It also specifies that the assignment and the relationship between the parties are governed by and interpreted in accordance with the jurisdiction state law.

 

In summary, the 'Assignment of Contract for purchase of property' document is a comprehensive legal agreement that facilitates the assignment of a property sale and purchase contract from the Assignor to the Assignee. It covers the background, terms of assignment, further assurance, mutual release and indemnities (if applicable), and governing law.

How to use this document?

To use the 'Assignment of Contract for purchase of property' document effectively, follow these steps:

1. Review the document: Familiarize yourself with the content of the document, including the title, parties involved, and the overall purpose of the assignment.

2. Understand the background: Read the detailed introduction to grasp the context of the assignment. Take note of the property sale and purchase contract mentioned in Appendix A.

3. Identify the parties: Clearly identify the Company (Party 1), the Assignor (Party 2), and the Assignee (Party 3) involved in the assignment. Ensure that their principal places of business are accurately stated.

4. Assign and transfer rights: On the assignment date, the Assignor assigns and transfers all their right, title, benefit, and interest in the contract to the Assignee. Make sure this transfer is clearly documented and understood by all parties.

5. Assume liabilities and obligations: The Assignee undertakes to accept, observe, perform, and discharge all the liabilities and obligations previously held by the Assignor under the contract. Ensure that the Assignee acknowledges and agrees to these responsibilities.

6. Substitution of parties: The Company agrees to the substitution of the Assignee in place of the Assignor and acknowledges that the Assignee will assume and perform all duties and obligations required by the terms of the contract. Confirm that all parties are aware of this substitution.

7. Assignment fee: If applicable, the Assignee agrees to pay the Assignor an assignment fee on or before the assignment date. Determine the amount of the fee and ensure it is clearly stated in the agreement.

8. Effective date and duration: The assignment becomes effective on the assignment date and continues until the contract expires on the end date. Take note of these dates and ensure they align with the parties' intentions.

9. Further assurance: All parties agree to perform any further acts, execute necessary documents, or take any additional steps required by law to implement and give effect to the assignment. Make sure all parties understand and fulfill this obligation.

10. Mutual release and indemnities (if applicable): If the indemnities are included, ensure that both the Company and the Assignor release each other from any obligations or liabilities under the contract before the assignment date. Additionally, confirm that the Assignee indemnifies the Assignor against any claims, liabilities, losses, costs, and expenses arising from their acts or omissions after the assignment date, and vice versa. Understand that these indemnities are continuing obligations.

11. No third-party rights: Note that individuals who are not parties to the assignment or the contract have no rights to enforce any of its terms. Understand that the agreement is solely between the involved parties.

12. Governing law: Recognize that the assignment and the relationship between the parties are governed by and interpreted in accordance with the jurisdiction state law. Comply with the applicable laws and regulations.

13. Sign the document: Once all parties have reviewed and agreed to the terms of the assignment, sign the document in the designated sign blocks. Ensure that the signatories are duly authorized representatives of the respective parties.

14. Retain a copy: Keep a copy of the fully executed assignment for record-keeping purposes and future reference.

By following these steps, you can effectively use the 'Assignment of Contract for purchase of property' document and ensure a smooth and legally binding assignment process.