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Assignment Of Purchase And Sale Agreement for Philippines

Assignment Of Purchase And Sale Agreement Template for Philippines

A legal document governed by Philippine law that facilitates the transfer of rights and obligations under an existing Purchase and Sale Agreement from the current buyer (Assignor) to a new buyer (Assignee). The document ensures compliance with the Civil Code of the Philippines and relevant property laws, incorporating necessary provisions for the valid assignment of contractual rights, obligations, and interests in the property. It includes mechanisms for obtaining the Original Seller's consent, arrangements for consideration payment, and provisions for the smooth transition of all associated rights and responsibilities.

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What is a Assignment Of Purchase And Sale Agreement?

The Assignment Of Purchase And Sale Agreement is a crucial document used in Philippine property transactions when a buyer wishes to transfer their rights and obligations under an existing purchase agreement to another party. This typically occurs when the original buyer cannot or chooses not to proceed with the purchase but has found another party willing to take their place. The document must comply with Philippine Civil Code requirements, particularly those relating to assignment of rights and novation. It details the original purchase agreement, the parties involved, consideration for the assignment, and ensures all necessary consents are obtained, especially from the Original Seller. The agreement is commonly used in both commercial and residential property transactions and must be properly notarized and registered according to Philippine property law requirements.

What sections should be included in a Assignment Of Purchase And Sale Agreement?

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

What sections are optional to include in a Assignment Of Purchase And Sale Agreement?

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

What schedules should be included in a Assignment Of Purchase And Sale Agreement?

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

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Ƶ

Document Type

Sale Agreement

Cost

Free to use
Relevant legal definitions










Clauses






























Relevant Industries

Real Estate

Property Development

Construction

Commercial Property

Residential Property

Industrial Property

Retail Property

Hospitality

Agriculture (for land transactions)

Infrastructure Development

Relevant Teams

Legal

Real Estate

Compliance

Property Management

Corporate Affairs

Risk Management

Investment

Operations

Documentation

Due Diligence

Relevant Roles

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

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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