An assignment of purchase and sale agreement is a real estate transaction contract that defines the parties and terms of a real estate purchase. This agreement allows the original purchaser of a property to transfer or assign their rights in the deal to a third party. This agreement is often used in flipping houses.
Assignment of purchase and sale agreements allows the purchaser to take their rights and obligations under a purchase agreement and reassign them to a third party who will take on those responsibilities. Some contracts may have clauses that prohibit assignment or allow it under specific circumstances usually laid out in the agreement.
Below is a list of common sections included in Assignment Of Purchase And Sale Agreements. These sections are linked to the below sample agreement for you to explore.
ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT OF PURCHASE AND SALE AGREEMENT (“ Assignment ”), is made as of this 17 th day of October, 2011, by and between LEEWARD STRATEGIC PROPERTIES, INC. , a Delaware corporation (“ Seller ”), GLOBAL GROWTH, LP , a Delaware limited partnership (“ Purchaser ”), and GGT GWINNETT CENTER GA, LLC , a limited liability company duly formed and organized under the laws of the State of Delaware (“ Assignee ”) (Seller, Purchaser and Assignee are sometimes referred herein, collectively, as the “ Parties ”). All initially capitalized terms used herein which are not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as such term is defined below).
A. Seller and Purchaser have entered into that certain Purchase and Sale Agreement (“ Purchase Agreement ”), dated as of August 17, 2011, for the sale of the property described in the Purchase Agreement (“ Property ”) and commonly known as “Gwinnett Business Center,” located in the City of Duluth, County of Gwinnett, State of Georgia and more particularly described in the Purchase Agreement.
B. The Parties desire to enter into this Assignment to, among other things, assign the Purchaser’s rights and interests in the Purchase Agreement to Assignee and to evidence Assignee’s assumption of Purchaser’s obligations and liabilities under the Purchase Agreement.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Assignment of Purchase Agreement . Purchaser hereby assigns and transfers to Assignee all of Purchaser’s right, title, claim and interest in and to the Purchase Agreement, the Property, and all sums paid or deposited into escrow or to Seller by Purchaser in connection with the Purchase Agreement.
2. Assumption . Assignee hereby acknowledges and agrees to all of the terms of the Purchase Agreement and accepts the foregoing assignment and assumes and agrees to perform all obligations of Purchaser under the Purchase Agreement, in accordance with the terms thereof.
3. No Release . The assignment and assumption set forth in Paragraphs 1 and 2 hereof shall not release Purchaser from the obligation of Purchaser or Assignee to perform in accordance with the terms of the Purchase Agreement. Purchaser acknowledges that, notwithstanding such assignment and assumption, Purchaser shall remain primarily obligated under the Purchase Agreement and Purchaser and Assignee shall be co-obligors under the Purchase Agreement with joint and several liability for the performance of all obligations of Purchaser set forth thereunder, including, without limitation, the indemnification obligations of Purchaser set forth in the Purchase Agreement.
| ASSIGNMENT OF PURCHASE AND SALE AGREEMENT | Page 1 |
| Gwinnett Business Ctr-GA |
4. Amendment to Purchase Agreement . The Purchase Agreement is hereby amended in the following manner:
How ContractsCounsel Works Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. 1. Post a Free Project Complete our 4-step process to provide info on what you need done. 2. Get Bids to Review Receive flat-fee bids from lawyers in our marketplace to compare. 3. Start Your Project Securely pay to start working with the lawyer you select.(a) The term “ Purchaser ” as used in the Purchase Agreement is amended to mean Purchaser and/or Assignee.
(b) All exhibits to the Purchase Agreement, as so amended, shall be signed and delivered by Seller and Assignee in accordance with the terms of the Purchase Agreement.
5. Representations and Warranties of Assignee . Assignee hereby represents and warrants to Seller that each and every representation and warranty made by Purchaser in the Purchase Agreement is true and correct with respect to Assignee as of the date of the Purchase Agreement and the Closing Date (as defined in the Purchase Agreement) and such representations and warranties apply fully to this Assignment and shall survive the Deed (as defined in the Purchase Agreement). In particular, and without any limitation or affect upon the other representations and warranties made by Purchaser and Assignee under the Purchase Agreement, as amended hereunder, Assignee hereby represents and warrants to Seller that neither Assignee, nor any partner, related entity, or affiliate of Assignee is in any way affiliated with Seller, GE Capital Realty Group, Inc., General Electric Capital Corporation, General Electric Company, or any affiliate of General Electric Company, which representation and warranty shall also survive the Closing and the delivery of the Deed (as defined in the Purchase Agreement) to Assignee. Purchaser acknowledges and agrees to be bound by the disclaimer of representations and warranties contained in Article 5 of the Purchase Agreement, which acknowledgment and agreement and disclaimer shall survive the Deed.
6. Ratification of Agreements . Except as expressly amended and modified under this Assignment, the Parties hereby ratify and affirm the terms and provisions of the Purchase Agreement in their entirety.
7. Governing Law . This Assignment shall be governed by and construed in accordance with the laws of the State of Georgia.
| ASSIGNMENT OF PURCHASE AND SALE AGREEMENT | Page 2 |
| Gwinnett Business Ctr-GA |
IN WITNESS WHEREOF, the parties have executed this Assignment as of the day and year first above written.
GLOBAL GROWTH, LP ,
a Delaware limited partnership
GLOBAL GROWTH GP, LLC,
a Delaware limited liability company,
its General Partner
GLOBAL GROWTH TRUST, INC.,
a Maryland corporation,
its Managing Member
/s/ Steven D. Shackelford
Steven D. Shackelford
| ASSIGNMENT OF PURCHASE AND SALE AGREEMENT | Page 3 |
| Gwinnett Business Ctr-GA |
GGT GWINNETT CENTER GA, LLC ,
a Delaware limited liability company
/s/ Steven D. Shackelford
Steven D. Shackelford
Executive Vice President
| ASSIGNMENT OF PURCHASE AND SALE AGREEMENT | Page 4 |
| Gwinnett Business Ctr-GA |
LEEWARD STRATEGIC PROPERTIES, INC. ,
a Delaware corporation
/s/ William J. Sweeney, Jr.
William J. Sweeney, Jr.
| ASSIGNMENT OF PURCHASE AND SALE AGREEMENT | Page 5 |
| Gwinnett Business Ctr-GA |
Reference:
Security Exchange Commission - Edgar Database, EX-10.1.1 2 d245573dex1011.htm ASSIGNMENT OF PURCHASE AND SALE AGREEMENT, Viewed October 18, 2021, View Source on SEC.
Lawyers with backgrounds working on assignment of purchase and sale agreements work with clients to help. Do you need help with an assignment of purchase and sale agreement?
Post a project in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate assignment of purchase and sale agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.
ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
How ContractsCounsel Works Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. 1. Post a Free Project Complete our 4-step process to provide info on what you need done. 2. Get Bids to Review Receive flat-fee bids from lawyers in our marketplace to compare. 3. Start Your Project Securely pay to start working with the lawyer you select.With over ten years of intellectual property experience, I’m happy to work on your contractual matter. I am very diligent and enjoy meeting tight deadlines. Drafting memoranda, business transactional documents, termination notices, demand letters, licenses and letter agreements are all in my wheelhouse! Working in a variety of fields, from construction to pharmaceutical, I enjoy resolving any disputes that come across my desk.
After graduating law school in 2015, I practiced for a few years in LA, then becoming a contractor for large litigation projects. Now working from home in Kansas, I can offer LA service at Midwest prices.
Ms. Tanu Chaturvedi Esq. brings vast experience: experience as Corporate Counsel at a multi-million dollar international corporation, experience as a legal & business leader in the legal department at the world's leading mission capability integrator in the nation's capital that has been named a Top 100 Employer Forbes by state & Top 25 Defense Contractor in the world & named Top 7 in the Washington Technology Top 100 2022 & one of the largest defense contractors in the marketplace & has also been named as Top Managed Company by The Wallstreet Journal & included in the Inc. 500, experience as the sole Attorney at a national company that was recognized in 2017 as a top employer in the capital by "The Washington Post" & has also been listed on the Inc. 5000 more than once as one of the fastest growing companies in the nation, & in 2019, & named as a Finalist for the DC Moxie award: for businesses that demonstrate significant boldness & innovation in business strategy, experience working at one of the world's largest insurance brokerage firms, one of the largest law firms in the capital, a boutique start-up that specializes in investigations, security, & risk, the world’s largest professional service firm (largest of the “big 4” companies) in conjunction with the nation’s executive law enforcement agency, experience working at a corporation with global reach that was lead by a former cabinet member of the Clinton administration, experience working at a Fortune 500 in one of the world's largest insurance markets, at an internationally recognized boutique law firm, experience as the only female legal professional in the felony division of a criminal department in the nation's most dangerous jurisdiction as an undergrad, & experience working in the offices of public officials. She is also a graduate from two different internationally recognized institutions that have a record of turning out graduates with the skill to lead in their industries & distinguished law school graduate from an ABA accredited law school that received recognition for academic & leadership achievement. She is an invited contributor to legal blogs, and she enjoys advocating for increased literacy. Notably, she also supports advocacy for the performing arts as a former graduate of a magnet school for the performing arts. Please don’t hesitate to reach out to her with any questions, and she looks forward to hearing from your team.