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1. Parties: Identification of the Assignor (original purchaser), Assignee (new purchaser), and Original Vendor
2. Background: Recitals explaining the original sale and purchase agreement and the intention to assign the contract
3. Definitions: Definitions of key terms used throughout the agreement
4. Assignment: Core clause detailing the assignment of rights and obligations under the original contract
5. Consideration: Details of the consideration paid by the Assignee to the Assignor for the assignment
6. Original Contract: Confirmation of the status of the original contract and any deposits paid
7. Representations and Warranties: Warranties from the Assignor regarding their right to assign and the status of the original contract
8. Completion: Terms and conditions for completing the assignment transaction
9. Costs and Stamp Duty: Allocation of costs, including stamp duty and registration fees
10. General Provisions: Standard contract clauses including notices, governing law, and dispute resolution
11. Execution: Signature blocks and execution formalities
1. Third Party Consent: Required when the original contract requires consent from the vendor or other parties for assignment
2. Special Conditions: Any special terms or conditions specific to the assignment situation
3. Original Vendor's Acknowledgment: Section for the original vendor to acknowledge and consent to the assignment if they are a party to this agreement
4. GST Provisions: Required when the assignment has GST implications
5. Indemnification: Additional indemnities beyond standard provisions, used when specific risks need to be addressed
6. Novation Provisions: Used when the arrangement is structured as a novation rather than a pure assignment
1. Schedule 1 - Original Sale and Purchase Agreement: Copy of the original contract being assigned
2. Schedule 2 - Property Details: Detailed description of the property or properties involved in the original sale contract
3. Schedule 3 - Payment Details: Breakdown of payments made under original contract and assignment consideration
4. Schedule 4 - Outstanding Obligations: List of any outstanding obligations under the original contract
5. Schedule 5 - Relevant Correspondence: Copies of relevant correspondence or notices relating to the original contract
6. Schedule 6 - Consent Documents: Any required consent documents from third parties or the original vendor
Assignment
Assignment Date
Assignor
Assignee
Business Day
Completion
Completion Date
Consideration
Deposit
Effective Date
Encumbrance
GST
Original Contract
Original Purchase Price
Original Vendor
Parties
Property
Purchase Price
Registration
Remaining Balance
Sale and Purchase Agreement
Stamp Duty
Title Documents
Transfer Documents
Outstanding Obligations
Permitted Encumbrances
Relevant Authority
Working Day
Consideration
Representations and Warranties
Condition Precedent
Completion
Payment Terms
Title and Property
Third Party Consent
Stamp Duty and Registration
Costs and Expenses
Further Assurance
Notices
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Amendment
Waiver
Confidentiality
Indemnification
Assignment and Transfer
Counterparts
Time of Essence
Survival
Real Estate
Property Development
Construction
Commercial Property
Residential Property
Infrastructure
Investment
Asset Management
Legal
Real Estate
Property Management
Compliance
Commercial
Operations
Finance
Investment
Business Development
Risk Management
Legal Counsel
Property Manager
Real Estate Manager
Contract Administrator
Property Developer
Investment Manager
Asset Manager
Commercial Director
Legal Director
Compliance Officer
Real Estate Agent
Property Consultant
Transaction Manager
Development Manager
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