The Assignment Of Purchase And Sale Agreement is a crucial document in Canadian real estate transactions where the original purchaser wishes to transfer their purchase rights to another party before the closing date. This document is commonly used in pre-construction property sales, investment properties, and situations where the original purchaser cannot or chooses not to complete the transaction. It must comply with Canadian federal and provincial real estate laws, including recent foreign buyer restrictions and anti-speculation measures. The agreement details the assignment price, terms of transfer, representations and warranties, and ensures all parties' rights are protected. It's particularly important in hot real estate markets where property values may appreciate significantly between the original purchase agreement and closing date.

1. Parties: Identifies all parties to the assignment agreement: the Assignor (original purchaser), the Assignee (new purchaser), and acknowledgment of the original Vendor

2. Background: Recitals explaining the original purchase and sale agreement, the Assignor's right to assign, and the intention to assign the agreement

3. Definitions: Defines key terms used throughout the agreement, including Original Agreement, Property, Closing Date, and Assignment Date

4. Assignment: Core provision transferring all rights, title, and interest in the Original Agreement from Assignor to Assignee

5. Assignment Price and Payment: Details of the consideration paid for the assignment, payment terms, and deposit requirements

6. Assignor's Representations and Warranties: Assignor's declarations regarding their right to assign, status of the Original Agreement, and absence of defaults

7. Assignee's Covenants: Assignee's commitments to assume all obligations under the Original Agreement and to perform all purchaser obligations

8. Closing Conditions: Conditions that must be satisfied before the assignment becomes effective

9. Original Vendor's Rights: Confirmation that the original vendor's rights remain unchanged and fully enforceable

10. Notices: How and where formal communications between parties should be delivered

11. General Provisions: Standard contract clauses including governing law, entire agreement, and amendment provisions

12. Execution: Signature blocks and execution requirements for all parties