Assignment of Real Estate Purchase Agreement
This Assignment of Real Estate Purchase Agreement (the "Assignment") is made between [Assignor (you or your company)] ("Assignor") and [Assignee (end buyer or their entity)] ("Assignee"). Assignor is the buyer under a purchase agreement dated [Date of the original purchase contract] with [Seller under the original contract] ("Seller") for the property located at [Property address] (the "Property") at a purchase price of [Purchase price under the original contract] (the "Purchase Agreement"). Assignor wishes to assign, and Assignee wishes to accept, all of Assignor’s rights and obligations under the Purchase Agreement on the terms below.
1. Assignment
For the consideration stated in Section 2, Assignor assigns, transfers and conveys to Assignee all of Assignor’s right, title and interest in and to the Purchase Agreement, including the right to purchase the Property on the terms of the Purchase Agreement and the earnest money of [Earnest money already deposited by assignor] that Assignor has deposited with [Escrow or title company] ("Escrow Holder"). Assignee shall take title to the Property as: [How the assignee will take title].
2. Assignment Fee
Assignee shall pay Assignor an assignment fee of [Assignment fee] (the "Assignment Fee"). Of that amount, [Portion of the fee paid on signing, non-refundable (or $0)] (the "Fee Deposit") is due to Assignor within one (1) business day after both parties sign this Assignment and is non-refundable except as provided in Section 6. The balance of the Assignment Fee shall be paid to Assignor through Escrow Holder at the closing of the Property, shall appear on the settlement statement, and shall be paid from Assignee’s funds in addition to the Purchase Price.
Assignee shall also reimburse Assignor at closing for the earnest money of [Earnest money already deposited by assignor] that Assignor deposited under the Purchase Agreement, which is credited to Assignee against the Purchase Price.
3. Assumption of Obligations
Assignee accepts the assignment and assumes and agrees to perform every obligation of the buyer under the Purchase Agreement as if Assignee had signed it, including payment of the Purchase Price and all closing costs allocated to the buyer, meeting every deadline, and closing on or before [Closing date under the original contract] or such other date as the Purchase Agreement provides. Assignee acknowledges that it has received a complete copy of the Purchase Agreement, including all addenda, and has read it.
4. Assignor’s Representations
Assignor represents that: (a) the Purchase Agreement is in full force and effect and, to Assignor’s knowledge, neither Assignor nor Seller is in default under it; (b) the Purchase Agreement permits assignment, or Seller has consented to this Assignment in writing; (c) Assignor has not previously assigned, pledged or encumbered its interest in the Purchase Agreement; and (d) the copy of the Purchase Agreement delivered to Assignee is complete and unaltered. Assignor makes no other representation or warranty of any kind.
5. No Warranty as to the Property; Due Diligence
Assignor is not the owner of the Property and makes no representation or warranty about the Property, its condition, value, title, zoning, permits, square footage, rental income, repair costs, or the accuracy of any inspection report, appraisal, comparable sales, estimate or marketing material provided by Assignor. Any such material is provided for convenience only and Assignee has not relied on it.
Assignee has [Assignee inspection period (days, or 0)] days after both parties sign this Assignment (the "Inspection Period") to inspect the Property to the extent the Purchase Agreement permits access, and to review the Purchase Agreement and title. Assignee may cancel this Assignment by written notice before the Inspection Period ends, in which case the Fee Deposit shall be refunded and neither party shall have further obligation. If the Inspection Period is zero days, Assignee accepts the Property and the Purchase Agreement as is and has no right to cancel under this Section.
6. Default
If Assignee fails to pay the Fee Deposit when due, fails to close on the Property for any reason other than Seller’s default or a cancellation permitted by Section 5, or otherwise breaches this Assignment, Assignor may terminate this Assignment, retain the Fee Deposit as liquidated damages for the loss of the deal and the time spent on it, and recover from Assignee any earnest money forfeited to Seller because of Assignee’s default. If Seller fails to perform the Purchase Agreement through no fault of Assignee, the Fee Deposit shall be refunded to Assignee and this Assignment shall terminate. If Assignor’s representations in Section 4 prove untrue, Assignee may terminate and recover the Fee Deposit, which shall be Assignee’s sole remedy.
7. Non-Circumvention
For twelve (12) months after the date of this Assignment, Assignee shall not, directly or through any affiliate, contact Seller to negotiate a purchase of the Property on terms other than the Purchase Agreement as assigned, nor take any action intended to avoid payment of the Assignment Fee. If Assignee or an affiliate acquires the Property within that period other than by closing the Purchase Agreement as assigned, the full Assignment Fee is immediately due to Assignor.
8. Disclosure to Seller and Escrow
Assignor shall deliver a copy of this Assignment to Escrow Holder and, if the Purchase Agreement requires, to Seller, and shall instruct Escrow Holder to close the transaction with Assignee as buyer and to disburse the balance of the Assignment Fee and the earnest money reimbursement to Assignor at closing. Both parties shall sign any escrow instructions reasonably required to carry out this Assignment.
9. Release of Assignor
Upon closing of the Property, Assignor is released from all obligations under the Purchase Agreement. Until closing, Assignor remains liable to Seller to the extent the Purchase Agreement so provides, and Assignee shall indemnify Assignor against any loss arising from Assignee’s failure to perform.
10. General
This Assignment is governed by the laws of the State of [Governing law (state)]. It is the entire agreement between Assignor and Assignee about its subject and may be amended only in a writing signed by both. Assignee may not further assign this Assignment without Assignor’s written consent. If any provision is unenforceable, the rest remains in effect. The prevailing party in any dispute arising out of this Assignment is entitled to reasonable attorney fees and costs. Time is of the essence.
This Assignment may be signed electronically and in counterparts, and the electronic execution record, timestamps and document fingerprints kept by the signing platform are conclusive evidence of its execution. Each person signing represents that they are authorized to bind the party for whom they sign.
Signatures
Assignor · Assignee