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THIS ASSIGNMENT made as of [Date (ie. July 31, 2002)] B E T W E E N: [NAME OF ASSIGNOR] (the "Assignor") - and [NAME OF ASSIGNEE] (the "Assignee") WHEREAS: (A) Pursuant to an Agreement of Purchase and Sale dated [Dated of Original Purchase Agreement (ie. December 6, 2001)] (the "Purchase Agreement") between the Assignor and [Name of Seller in Purchase Agreement] (the “Seller”), a true copy of which is attached hereto as Schedule "A", the Assignor agreed to purchase from the Seller a certain property described as [Legal Description of Property being Purchased], and municipally known as [Municipal Address of Property], as more particularly described in the Purchase Agreement (the "Home"), subject to and in accordance with the terms and conditions contained in the Purchase Agreement; The purchase price payable under the Original Agreement for the purchase of the Home was [Original Purchase Price (ie. $324,900.00)] (the “Purchase Price”), subject to the adjustments contained in the Purchase Agreement; and The Assignor now wishes to assign to the Assignee and the Assignee wishes to be assigned all of the Assignor's right, title and interest in and to the Purchase Agreement;
NOW THEREFORE THIS ASSIGNMENT WITNESSETH that in consideration of two dollars ($2.00) now paid by each party to each of the other parties and the mutual covenants and agreements herein contained and subject to the terms and conditions hereinafter set out, the parties hereto agree as follows: 1. Definitions. All capitalized words and phrases used in this Assignment shall have the same meaning as given to them in the Purchase Agreement, unless otherwise defined herein or unless the context otherwise requires. Assignment. The Assignor hereby assigns to the Assignee all of its right, title and interest in and to the Purchase Agreement, with effect as of [Effective Date of Assignment (ie. February 1, 2002)] (the “Effective Date”). The Assignee hereby assumes all of the Assignor’s rights, benefits, privileges and obligations under the Purchase Agreement obligations, and covenants to comply with the terms and conditions of the Purchase Agreement as of the Effective Date. Purchase Price. The purchase price for the assignment of the Purchase Agreement (the “Assignment Price”) shall be [Purchase Price of Assignment (ie. $114,835.00)], which shall be paid by the Assignee to the Assignor as follows: [List Payment Terms of Assignment Price] 4. Termination of Purchase Agreement. In the event that the Purchase Agreement is terminated for any reason whatsoever before the completion thereof, the following terms and conditions shall apply: (a) The Assignee shall, in writing, re-transfer and re-assign to the Assignor all of the rights, interests, benefits and privileges assigned to the Assignee under this Assignment;
-2(b) (c) The Assignee shall return to the Assignor all documents, instruments and other materials delivered to the Assignor under this Agreement; In the event that such termination results from any event which would give rise to a right to the return of all the deposits paid to the Seller under the Purchase Agreement, then: (i) (ii) the Assignee shall return to the Assignor all amounts paid as deposits under the Purchase Agreement; the Assignor shall return to the Assignee an amount equal to the portion of the Assignment Price actually paid by the Assignee under paragraph 3above; and upon completion of the forgoing, this Assignment shall become null and void and the parties hereto shall be released from any and all obligations to one another hereunder; and
In the event that such termination results from any other event, then: (i) the full portion of the Assignment Price actually paid by the Assignee under paragraph 3above shall be forfeited to the Assignor, without prejudice to the right of the Assignor to claim its actual damages incurred as a result of the such termination; and the Assignee indemnify and save harmless the Assignor from and against any losses, costs or damages suffered or incurred by the Assignor as a result of such termination and/or the breach by the Assignee of any of its obligations under this Assignment.
Covenants, Representations and Warranties of the Assignor. The Assignor hereby covenants, warrants and represents that: (a) the Purchase Agreement is in full force and effect, in accordance with its terms, unamended by the parties thereto (except as expressly set forth above), and all monies payable thereunder to the date hereof have been paid; the Assignor has the full right, power and authority to give effect to this Assignment and has not previously assigned the Purchase Agreement, or any right, title or interest therein; the Assignor will, on or before the Effective Date, provide the Assignee with a consent of the Seller to the assignment contemplated by this Assignment, which consent shall be addressed to the Assignee; neither the Assignor nor the Seller are in default of any obligations under the Purchase Agreement; and the balance owing in respect of the purchase price under the Purchase Agreement as of the date hereof is $[Balance owing of Purchase Price in Purchase Agreement], subject to the adjustments contained in the Purchase Agreement.
Covenants, Representations and Warranties of the Assignee. The Assignee hereby covenants, warrants and represents that: (a) (b) (c) it will observe and perform all of the obligations to be performed on the part of the buyer under the Purchase Agreement; it will not terminate the Purchase Agreement for any reason other than as expressly permitted under the terms and conditions of the Purchase Agreement; it will take occupancy of the Home in accordance with the terms and conditions of the Purchase Agreement;
-3(d) it will provide the Assignor with true copies of all notices and other communications received by it in respect of the Purchase Agreement until the completion of the transactions contemplated by the Purchase Agreement. In the case of verbal communications, the Assignee will also forthwith communicate these to the Assignor;
Further Assurances. The parties hereto agree to execute such further documentation and perform such further acts as may reasonably be requested from one another to more perfectly give effect to the terms and conditions of this Assignment. Effective Date. This Assignment shall be of no force and effect until executed by all parties hereto. Headings. The headings used in this Assignment have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Assignment. Time of the Essence. Time shall be of the essence of this Assignment. Counterparts and Facsimile. This Assignment may be executed in several counterparts each of which when so executed shall be deemed to be an original and which counterparts together shall constitute one and the same instrument. The parties hereby acknowledge and agree that for the purpose of offer, acceptance and execution of this Agreement, an executed facsimile copy shall constitute an original executed copy. Successors and Assigns. This Assignment shall enure to the benefit of and be binding upon the respective heirs, successors and assigns of the parties hereto.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals.
[NAME OF ASSIGNOR]
[NAME OF ASSIGNEE]
Schedule “A” True Copy of Purchase Agreement
[Attach True Copy of Purchase Agreement]
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