The Assignment Of Real Estate Purchase And Sale Agreement is a crucial document in Canadian real estate transactions where the original purchaser wishes to transfer their rights and obligations to a new buyer before the closing of the property sale. This document is commonly used in pre-construction property sales, investment properties, or when the original purchaser cannot or chooses not to complete the transaction. It must comply with provincial real estate laws and regulations, which may vary by province. The agreement typically includes details about the original purchase agreement, assignment price, deposit arrangements, and any conditions required by the original vendor. It's particularly relevant in hot real estate markets where property values may increase significantly between the original purchase agreement and closing date. The document must address tax implications, including HST/GST considerations, and may require original vendor approval depending on the terms of the initial purchase agreement.

1. Parties: Identifies all parties to the assignment agreement: the Assignor (original purchaser), 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, Assignment Date, etc.

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

5. Consideration: Details of the assignment price and payment terms between Assignor and Assignee

6. Representations and Warranties of Assignor: Assignor's declarations regarding their authority to assign, good standing under Original Agreement, etc.

7. Representations and Warranties of Assignee: Assignee's declarations regarding capacity to assume obligations, financial ability to complete purchase, etc.

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

9. Closing Procedures: Details of how and when the assignment will be completed

10. Further Assurances: Commitment by parties to take additional actions necessary to effect the assignment

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

12. General Provisions: Standard contract clauses including governing law, entire agreement, amendments, etc.