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What is an Assignment Of Purchase And Sale Agreement?
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.
Common Sections in Assignment Of Purchase And Sale Agreements
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 Sample
Exhibit 10.1.1
ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT OF PURCHASE AND SALE AGREEMENT (“Assignment”), is made as of this 17th 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).
RECITALS
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.
ASSIGNMENT:
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:
(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.
PURCHASER: | GLOBAL GROWTH, LP, a Delaware limited partnership | |||||||
By: | GLOBAL GROWTH GP, LLC, a Delaware limited liability company, its General Partner | |||||||
By: | GLOBAL GROWTH TRUST, INC., a Maryland corporation, its Managing Member | |||||||
By: | /s/ Steven D. Shackelford | |||||||
Name: | Steven D. Shackelford | |||||||
Title: | CFO | |||||||
Assignee Signature Page Follows |
ASSIGNMENT OF PURCHASE AND SALE AGREEMENT | Page 3 | |
Gwinnett Business Ctr-GA |
ASSIGNEE: | GGT GWINNETT CENTER GA, LLC, a Delaware limited liability company | |||
By: | /s/ Steven D. Shackelford | |||
Name: | Steven D. Shackelford | |||
Title: |
Executive Vice President | |||
Seller’s signature page follows |
ASSIGNMENT OF PURCHASE AND SALE AGREEMENT | Page 4 | |
Gwinnett Business Ctr-GA |
SELLER: | LEEWARD STRATEGIC PROPERTIES, INC., a Delaware corporation | |||
By: | /s/ William J. Sweeney, Jr. | |||
Name: | William J. Sweeney, Jr. | |||
Title: | Vice President |
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.
Who Helps With Assignment Of Purchase And Sale Agreements?
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Rhea de Aenlle is a business-savvy attorney with extensive experience in Privacy & Data Security (CIPP/US, CIPP/E), GDPR, CCPA, HIPAA, FERPA, Intellectual Property, and Commercial Contracts. She has over 25 years of legal experience as an in-house counsel, AM Law 100 firm associate, and a solo practice attorney. Rhea works with start-up and midsize technology companies.
Michael S.
I began my career at "big law" firms, worked in-house for 14 years, and now have my own practice, providing big law quality at small firm rates. My practice focuses on strategic and commercial transactions, including M&A, preferred stock and common stock offerings, asset purchases and sales, joint ventures and strategic partnerships, stock option plans, master services agreements and SOWs, software development and license agreements, SaaS agreements, NDAs, employment and consulting agreements. I also manage corporate governance, advise boards and executives, and act as outside general counsel. I represent clients across the country and around the world.
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Ryan Duffy is a skilled attorney with extensive experience in business law and estate planning. He received his undergraduate degree in Business from Franklin & Marshall College and went on to graduate from Villanova University Charles Widger School of Law. Ryan has worked with numerous clients on matters ranging from business formation and contract drafting to estate planning and asset protection. He is dedicated to helping businesses of all sizes achieve their goals while minimizing legal risks. He also works closely with individuals and families to help them protect their assets and plan for the future. With his extensive knowledge and practical approach, Ryan can provide valuable legal guidance and support to clients in need of business law and estate planning services.
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Karen V. Mills is the founding member of the woman-owned boutique law firm Mills Law, LLC, based in Atlanta, Georgia, specializing in contracts, corporate transactional and business law.
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