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1. Parties: Identifies the Assignor (original contract buyer), Assignee (new buyer), and Original Seller (for reference)
2. Background: Outlines the original purchase agreement details and the intention to assign the contract
3. Definitions: Defines key terms used throughout the agreement including Property, Original Purchase Agreement, Assignment Fee, etc.
4. Assignment: Core clause transferring all rights, title, and interest in the Original Purchase Agreement to the Assignee
5. Consideration: Details of the assignment fee and payment terms
6. Assignor's Representations and Warranties: Assignor's declarations regarding their right to assign, status of original contract, etc.
7. Assignee's Representations and Warranties: Assignee's declarations regarding capacity to perform, understanding of terms, etc.
8. Original Purchase Agreement Status: Confirmation of good standing and current status of original purchase agreement
9. Closing and Payment Terms: Details of how and when the assignment will be completed and paid for
10. Default and Remedies: Consequences of breach and available remedies
11. Governing Law: Specifies Philippine law as governing law and relevant jurisdiction
12. Execution: Signature blocks and execution requirements
1. Original Seller's Consent: Required if the Original Purchase Agreement requires seller's consent for assignment
2. Due Diligence Period: Optional period for Assignee to conduct property investigations, included when requested by Assignee
3. Broker Provisions: Required if real estate brokers are involved in the assignment transaction
4. Confidentiality: Added when parties wish to keep the assignment terms confidential
5. Anti-Money Laundering Compliance: Required for high-value transactions subject to AMLA requirements
6. Tax Provisions: Detailed tax arrangements if complex tax implications exist
7. Force Majeure: Added when parties want specific provisions for unforeseen circumstances
8. Assignment of Deposits: Required if existing deposits need to be transferred or credited
1. Schedule A - Property Description: Detailed legal description of the property from the Original Purchase Agreement
2. Schedule B - Original Purchase Agreement: Copy of the complete Original Purchase Agreement being assigned
3. Schedule C - Payment Schedule: Detailed breakdown of assignment fees, deposits, and payment timelines
4. Schedule D - Due Diligence Documents: List of all property documents provided or to be provided to Assignee
5. Appendix 1 - Required Disclosures: Any mandatory disclosures required under Philippine real estate law
6. Appendix 2 - Consent Forms: Required consent forms from Original Seller or other parties if applicable
Real Estate
Property Development
Real Estate Investment
Construction
Property Management
Urban Development
Commercial Property
Residential Property
Legal
Real Estate
Compliance
Investment
Property Management
Business Development
Operations
Risk Management
Finance
Due Diligence
Real Estate Investor
Property Developer
Real Estate Broker
Real Estate Agent
Property Manager
Legal Counsel
Contract Administrator
Investment Manager
Real Estate Analyst
Compliance Officer
Due Diligence Specialist
Transaction Manager
Asset Manager
Investment Director
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