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Assignment Of Purchase And Sale Agreement
"I need an Assignment of Purchase and Sale Agreement under Nigerian law for transferring rights to a commercial property in Lagos, with completion scheduled for March 2025; the original purchase agreement includes special conditions for property development that need to be maintained."
1. Parties: Identification of the Assignor (original purchaser), Assignee (new purchaser), and Original Seller (from the original purchase agreement)
2. Background: Recitals explaining the original purchase agreement, the intent to assign, and any relevant property details
3. Definitions: Definitions of key terms used throughout the agreement, including the Original Agreement, Property, Assignment Date, etc.
4. Assignment: Core provision transferring all rights, title, and interest in the original purchase agreement from Assignor to Assignee
5. Consideration: Details of the payment or other consideration for the assignment
6. Assignor's Representations and Warranties: Assignor's confirmations regarding their right to assign, status of the original agreement, and property details
7. Assignee's Covenants: Assignee's commitments to perform all obligations under the original purchase agreement
8. Completion: Details of the completion process, including timing, location, and requirements
9. Notices: Procedure for giving notices under the agreement
10. Governing Law and Jurisdiction: Confirmation of Nigerian law as governing law and jurisdiction details
1. Consent Requirements: Section detailing requirements for obtaining necessary consents (e.g., Governor's consent under the Land Use Act) - include if property is subject to specific consent requirements
2. Original Seller's Consent: Section addressing the original seller's consent to the assignment - include if required by the original purchase agreement
3. Tax Provisions: Specific provisions regarding tax obligations - include if there are significant tax implications
4. Further Assurance: Additional commitments to execute further documents - include for complex transactions
5. Costs: Allocation of costs related to the assignment - include if not straightforward
6. Confidentiality: Provisions regarding confidentiality of the transaction - include for sensitive or high-value transactions
1. Schedule 1 - Original Purchase Agreement: Copy or details of the original purchase and sale agreement being assigned
2. Schedule 2 - Property Details: Detailed description of the property, including title information and any encumbrances
3. Schedule 3 - Outstanding Obligations: List of any outstanding obligations under the original purchase agreement
4. Schedule 4 - Required Consents: List of required consents and their status
5. Appendix A - Form of Notice to Original Seller: Template notice informing the original seller of the assignment
6. Appendix B - Completion Requirements: Detailed list of documents and requirements for completion
Authors
Real Estate
Construction
Commercial Property
Retail
Industrial
Hospitality
Healthcare
Education
Agriculture
Oil and Gas
Manufacturing
Infrastructure Development
Legal
Real Estate
Property Management
Commercial
Finance
Compliance
Corporate Secretariat
Operations
Asset Management
Investment
Real Estate Manager
Property Development Manager
Legal Counsel
Contract Manager
Commercial Director
Chief Financial Officer
Property Acquisition Manager
Facilities Manager
Asset Manager
Investment Manager
Development Director
Compliance Officer
Company Secretary
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