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Assignment Of Purchase And Sale Agreement
"I need an Assignment of Purchase and Sale Agreement under Philippine law for transferring my rights as buyer of a commercial property in Makati City to a corporate assignee, with completion scheduled for March 2025, including special provisions for the existing tenant's rights."
1. Parties: Identifies and defines the Assignor (current buyer under the Purchase Agreement), Assignee (new buyer), and Original Seller
2. Background: Recitals explaining the original Purchase and Sale Agreement and the intention to assign the buyer's rights and obligations
3. Definitions: Defines key terms used throughout the agreement, including Purchase Agreement, Property, Completion Date, etc.
4. Assignment: Core clause transferring all rights, title, and interest in the Purchase Agreement from Assignor to Assignee
5. Consideration: Details of the payment or consideration for the assignment
6. Effective Date: Specifies when the assignment becomes effective
7. Assignor's Representations and Warranties: Assignor's confirmations regarding their rights, authority, and status of the Purchase Agreement
8. Assignee's Covenants: Assignee's commitments to perform all obligations under the Purchase Agreement
9. Original Seller's Consent: Acknowledgment and consent from the Original Seller to the assignment
10. Further Assurance: Obligations to execute additional documents or take actions to give effect to the assignment
11. Governing Law: Specifies Philippine law as governing law and jurisdiction for disputes
12. Execution: Signature blocks for all parties
1. Original Seller's Warranties: Additional warranties from the Original Seller, used when the Original Seller is providing new confirmations beyond consent
2. Security Deposit Assignment: Used when there's an existing security deposit to be transferred from Assignor to Assignee
3. Broker/Agent Provisions: Include when real estate brokers or agents are involved in the assignment transaction
4. Tax Provisions: Detailed tax arrangements and responsibilities, particularly relevant for high-value transactions
5. Conditions Precedent: Include when the assignment is subject to specific conditions being met before becoming effective
6. Confidentiality: Used when parties wish to keep the assignment terms confidential
7. Assignment of Warranties: Specific provisions for transferring warranty rights when the original purchase includes significant warranties
1. Original Purchase and Sale Agreement: Copy of the original agreement being assigned
2. Property Details: Detailed description of the property including technical specifications and boundaries
3. Payment Schedule: Details of remaining payments under the Purchase Agreement and assignment consideration payment terms
4. Outstanding Obligations: List of any unfulfilled obligations under the Purchase Agreement
5. Required Consents: Copies of all required third-party consents and approvals
6. Title Documents: Relevant property title documents and certificates
Authors
Assignment
Consideration
Payment Terms
Conditions Precedent
Representations and Warranties
Covenants
Consent
Further Assurance
Property Transfer
Title and Interest
Security
Indemnification
Risk and Insurance
Confidentiality
Notices
Force Majeure
Severability
Amendment
Entire Agreement
Waiver
Assignment and Transfer
Costs and Expenses
Governing Law
Dispute Resolution
Counterparts
Third Party Rights
Registration
Tax
Termination
Real Estate
Property Development
Construction
Commercial Property
Residential Property
Industrial Property
Retail Property
Hospitality
Agriculture (for land transactions)
Infrastructure Development
Legal
Real Estate
Compliance
Property Management
Corporate Affairs
Risk Management
Investment
Operations
Documentation
Due Diligence
Real Estate Lawyer
Property Manager
Real Estate Broker
Legal Counsel
Compliance Officer
Real Estate Developer
Property Acquisition Manager
Contract Administrator
Real Estate Investment Manager
Title Officer
Corporate Lawyer
Property Rights Specialist
Real Estate Transaction Coordinator
Due Diligence Officer
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