The Assignment Of Purchase And Sale Agreement is a crucial legal instrument in New Zealand's property and commercial transactions landscape. It is used when an original purchaser (Assignor) wishes to transfer their rights and obligations under an existing purchase agreement to a new purchaser (Assignee). This document is commonly utilized in situations where the original purchaser cannot or chooses not to proceed with the purchase, but has valuable contractual rights they can transfer. The assignment must comply with New Zealand's Property Law Act 2007 and Contract and Commercial Law Act 2017, and typically requires careful consideration of GST implications, land transfer requirements, and any consent requirements from the original vendor. The document includes essential details about the original agreement, the parties involved, consideration for the assignment, and warranties and covenants to protect all parties' interests.

1. Parties: Identifies and defines the Assignor (original purchaser), Assignee (new purchaser), and Vendor (from original agreement) with their full legal names and details

2. Background: Recitals explaining the existence of the original Purchase and Sale Agreement, the intention to assign, and any relevant circumstances leading to the assignment

3. Definitions: Defines key terms used throughout the agreement, including 'Original Agreement', 'Assignment Date', 'Purchase Price', and other relevant terms

4. Assignment: Core clause that formally assigns all rights, title, and interest in the Purchase and Sale Agreement from Assignor to Assignee

5. Consideration: Details of any payment or consideration for the assignment

6. Assignor's Warranties: Warranties from the Assignor regarding their right to assign, the validity of the original agreement, and absence of prior assignments

7. Assignee's Covenants: Assignee's agreement to assume all obligations under the original agreement and to indemnify the Assignor

8. Completion: Procedures and requirements for completing the assignment, including timing and deliverables

9. Notices: How and where notices under the agreement must be given

10. General Provisions: Standard clauses including governing law, entire agreement, and execution requirements