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Assignment Of Purchase Agreement
"I need an Assignment of Purchase Agreement for transferring my rights as purchaser of a commercial property in Manila to a corporate buyer, with completion scheduled for March 15, 2025; the original purchase agreement was signed in 2024 and the remaining balance is 5 million pesos."
1. Parties: Identifies all parties to the assignment: the Assignor (original purchaser), the Assignee (new purchaser), and acknowledgment from the Seller from the original purchase agreement
2. Background: Recitals explaining the original purchase agreement, the intent to assign, and any relevant circumstances leading to the assignment
3. Definitions: Defines key terms used throughout the agreement, including 'Purchase Agreement', 'Assignment Date', 'Purchase Price', etc.
4. Assignment and Assumption: Core provision detailing the assignment of rights and obligations from Assignor to Assignee
5. Consideration: Details of any payment or consideration for the assignment
6. Representations and Warranties: Statements by the Assignor regarding their right to assign, status of the Purchase Agreement, and absence of defaults
7. Seller's Consent: Formal documentation of the original seller's consent to the assignment
8. Further Assurances: Commitment by parties to execute additional documents if needed to effectuate the assignment
9. Governing Law: Specifies Philippine law as governing law and jurisdiction for disputes
10. Execution: Signature blocks for all parties, including notarization requirements
1. Conditions Precedent: Include when there are specific conditions that must be met before the assignment becomes effective
2. Security Provisions: Include when there are any security arrangements or guarantees associated with the assignment
3. Tax Provisions: Include detailed tax provisions when there are significant tax implications or specific tax arrangements
4. Financing Arrangements: Include when the assignment involves third-party financing or specific payment structures
5. Property Details: Include for real estate purchase agreements, detailing the property specifications
6. Registration Requirements: Include when the assignment needs to be registered with government authorities
7. Anti-Money Laundering Compliance: Include when the transaction value triggers AML requirements under Philippine law
1. Original Purchase Agreement: Copy of the complete purchase agreement being assigned
2. Description of Assets: Detailed description of the property or assets covered by the purchase agreement
3. Payment Schedule: Details of any outstanding payments under the purchase agreement
4. Required Consents: Copies of all third-party consents obtained for the assignment
5. Due Diligence Reports: Relevant due diligence documents and reports
6. Transfer Documents: Any additional forms or documents required to effect the transfer under Philippine law
Authors
Assignment
Assignment Date
Assignor
Assignee
Business Day
Completion
Completion Date
Consideration
Effective Date
Encumbrance
Governing Law
Original Purchase Agreement
Original Seller
Parties
Property
Purchase Price
Outstanding Balance
Rights and Obligations
Security Interest
Seller's Consent
Subject Matter
Transaction Documents
Transfer Date
VAT
Warranties
Consideration
Representations and Warranties
Consent
Payment Terms
Conditions Precedent
Further Assurances
Warranties
Indemnification
Notice
Governing Law
Dispute Resolution
Confidentiality
Force Majeure
Amendment
Severability
Entire Agreement
Assignment
Waiver
Counterparts
Costs and Expenses
Compliance with Laws
Registration
Third Party Rights
Notarization
Survival
Tax
Real Estate
Manufacturing
Retail
Construction
Agriculture
Mining
Technology
Infrastructure
Commercial Property
Industrial
Hospitality
Legal
Finance
Procurement
Real Estate
Business Development
Compliance
Commercial Operations
Risk Management
Corporate Secretarial
Property Management
Legal Counsel
Corporate Lawyer
Contract Manager
Business Development Manager
Real Estate Manager
Property Developer
Procurement Manager
Commercial Director
Chief Legal Officer
Chief Financial Officer
Transaction Manager
Compliance Officer
Real Estate Broker
Asset Manager
Investment Manager
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