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Real Estate Assignment Agreement template
Real Estate Assignment Agreement sample


What is Real Estate Assignment Agreement?

Real Estate Assignment Agreement An agreement assigning real estate interests or rights to another party, specifying assignment terms and any required approvals.



Sample template:



REAL ESTATE ASSIGNMENT AGREEMENT


This Real Estate Assignment Agreement (the "Agreement") is made and entered into as of [Insert Date] (the "Effective Date"), by and between HarborView Properties LLC, a limited liability company organized under the laws of the United States ("Assignor"), and BrightStar Realty Investments Inc., a corporation organized under the laws of the United States ("Assignee") (collectively, the "Parties").

1. Assignment

1.1. Assignment of Rights and Interests


Assignor hereby irrevocably assigns, transfers, and conveys to Assignee all of Assignor's right, title, and interest ("Assigned Interest") in and to the real property described on Exhibit A attached hereto (the "Property"), subject to the terms and conditions of this Agreement, including, but not limited to, all rights and obligations under any property management agreements, leases, contracts, membership interests, or other agreements related thereto ("Assigned Contracts") to which Assignor is a party.



2. Consideration

2.1. Payment


As consideration for the assignment of the Assigned Interest, Assignee shall pay Assignor an assignment fee of $[Insert Amount] (the "Assignment Fee") on or before [Insert Date] ('Payment Date'), by wire transfer or such other method as the Parties may agree in writing.



3. Required Approvals

3.1. Third-Party Consents


Assignee shall be responsible for obtaining all necessary consents, approvals, or waivers required to effectuate the assignment of the Assigned Interest ("Third-Party Consents"), including without limitation, any consent required under the Assigned Contracts.


3.2. Governing Law and Compliance


This Agreement shall be governed by, construed, and enforced in accordance with the laws of the United States. Assignee shall be responsible for ensuring compliance with all applicable federal, state, and local laws, regulations, and ordinances in connection with the Property and the Assigned Interest.



4. Assignee’s Obligations

4.1. Assumption of Obligations


Upon the Effective Date, Assignee shall assume all of Assignor's rights, duties, and obligations under the Assigned Contracts. Assignee shall perform all such duties, obligations, and liabilities, as if Assignee were the original party to the Assigned Contracts in place of Assignor, and shall indemnify, defend and hold Assignor harmless from and against any claims or liabilities arising out of or resulting from Assignee’s breach of such obligations.


4.2. Taxes and Assessments


From and after the Effective Date, Assignee shall be responsible for, and shall timely pay, all taxes, assessments, levies, and charges, whether general or special, with respect to the Assigned Interest or the Property ("Taxes and Assessments").



5. Representations and Warranties

5.1. Assignor's Representations and Warranties


Assignor represents and warrants to Assignee that: (a) Assignor is the sole and exclusive owner of the Assigned Interest; (b) Assignor has the right and authority to enter into this Agreement and perform its obligations hereunder; (c) there are no claims, liens, or encumbrances on the Assigned Interest, other than those specifically disclosed in writing to Assignee; (d) Assignor has not undertaken any acts or omissions that would impede or impair Assignee’s rights or interests in the Assigned Interest; and (e) the execution, delivery, and performance of this Agreement by Assignor does not and will not contravene any law or conflict with any agreement or instrument to which Assignor is a party.


5.2. Assignee's Representations and Warranties


Assignee represents and warrants to Assignor that: (a) Assignee has the right and authority to enter into this Agreement and perform its obligations hereunder; (b) Assignee has the requisite funds and financial capacity to pay the Assignment Fee; (c) Assignee shall obtain all Third-Party Consents required pursuant to this Agreement; and (d) the execution, delivery, and performance of this Agreement by Assignee does not and will not contravene any law or conflict with any agreement or instrument to which Assignee is a party.



6. Miscellaneous

6.1. Entire Agreement


This Agreement embodies the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, representations, or warranties, whether oral or written, relating in any way to such subject matter.


6.2. Amendment; Waiver


This Agreement may be amended, supplemented, or modified only by a written instrument duly executed by the Parties. No waiver of any provision of this Agreement or any right or obligation of any Party under this Agreement shall be effective unless such waiver is in writing and executed by the Party against whom such waiver is sought to be enforced.


6.3. Notices


All notices, requests, demands, consents, or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or by email to the Parties at their respective addresses set forth at the beginning of this Agreement, or to such other address or addresses as the Parties may designate by written notice in accordance with this provision.


6.4. Counterparts


This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signed counterparts of this Agreement may be delivered by facsimile or email transmission, in which case such facsimile or email shall be deemed to be an original.


6.5. Binding Effect


This Agreement shall inure to the benefit of, and be binding upon, the Parties hereto and their respective successors and permitted assigns.


6.6. Assignment


Neither Party may, without the prior written consent of the other Party, assign or transfer this Agreement or any of its rights or obligations hereunder, except that Assignee may, without Assignor’s consent, assign or transfer this Agreement and the Assigned Interest to an entity that is directly or indirectly controlled by, or under common control with, Assignee.


6.7. No Third-Party Beneficiaries


This Agreement is entered into solely for the benefit of the Parties and their respective successors and permitted assigns, and no third party is intended to benefit from, or have any rights or benefits under, this Agreement.



IN WITNESS WHEREOF, the Parties have executed this Real Estate Assignment Agreement as of the date first above written.

_____________________ _____________________
HarborView Properties LLC BrightStar Realty Investments Inc.
By:______________________ By:______________________
Name:_____________________ Name:______________________
Title:______________________ Title:______________________

Exhibit A
[Insert Legal Description of the Property]

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Main Sections of a Real Estate Assignment Agreement


In this Real Estate Assignment Agreement, you will see the following sections:

  1. Assignment
  2. Consideration
  3. Required Approvals
  4. Assignee's Obligations
  5. Representations and Warranties
  6. Miscellaneous


About each Section - Analysis and Summary:

  1. Assignment : This section explains that the Assignor (HarborView Properties LLC) is transferring their rights and interests in the property to the Assignee (BrightStar Realty Investments Inc.). This includes any contracts, leases, or agreements related to the property.

  2. Consideration : This part outlines the payment that the Assignee will make to the Assignor for the property rights. The Assignee will pay a specific amount by a certain date, using a method agreed upon by both parties.

  3. Required Approvals : The Assignee is responsible for obtaining any necessary consents, approvals, or waivers from third parties to complete the assignment. This section also states that the agreement will be governed by US laws, and the Assignee must comply with all relevant laws and regulations.

  4. Assignee's Obligations : This section details the Assignee's responsibilities after the assignment takes effect. They must assume all obligations under the assigned contracts, pay taxes and assessments related to the property, and indemnify the Assignor against any claims or liabilities arising from their breach of obligations.

  5. Representations and Warranties : Both the Assignor and Assignee make certain promises and guarantees to each other. The Assignor guarantees they have the right to transfer the property and that there are no undisclosed claims or liens on it. The Assignee guarantees they have the authority to enter the agreement, the funds to pay the assignment fee, and will obtain all necessary third-party consents.

  6. Miscellaneous : This section covers various general provisions, such as the entire agreement, amendments, notices, counterparts, binding effect, assignment, and third-party beneficiaries. It clarifies that the agreement is only for the benefit of the parties involved and that no third party has any rights under it.

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