Assignment Of Purchase Agreement

THIS AGREEMENT made this______ day of________________,201(x).




a corporation incorporated under the laws of the State of_________________

(hereinafter called the "ASSIGNOR"),

- and -

________________________________ (hereinafter called the "ASSIGNEE"),

WHEREAS by an agreement dated________________, 201(x) made between the ASSIGNOR as Purchaser and John Doe as Vendor (the "Purchase Agreement"), the Purchaser agreed to acquire the lands and premises described in the Purchase Agreement (the "Purchased Lands") on the terms and conditions set out in the Purchase Agreement;

AND WHEREAS the ASSIGNOR has agreed to assign the Purchase Agreement (including the deposits totaling $______________ paid thereunder, and subject to the liability thereunder), and all rights, title and interest in the purchased lands to the ASSIGNEE upon the terms and conditions hereinafter set out:

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

1. The ASSIGNOR hereby assigns, transfers and sets over to the ASSIGNEE the Purchase Agreement, including the benefit of and right to the deposits totaling
$_______________ together with the ASSIGNOR'S liability thereunder, and all rights, title and interest of the ASSIGNOR in and to the purchased lands in consideration of the sum of TWO HUNDRED & FIFTY THOUSAND DOLLARS ($250,000.00) (the "Assignment Purchase Price") and the repayment to the ASSIGNOR of its deposits totaling $* paid to John Doe, all of which is to be paid by the ASSIGNEE in the manner and at the times hereinafter provided.

2. Upon full execution of this Agreement, the ASSIGNOR covenants to provide the ASSIGNEE within 24 hours, with all documents including zoning information, soil tests, engineering reports, and any other documents and materials whatsoever obtained by the ASSIGNOR in connection with the purchased lands. THE ASSIGNOR further covenants to provide to the ASSIGNEE the names and addresses of all persons or corporations which have acted on behalf of the ASSIGNOR in respect of the zoning, engineering, soil testing, legal work, architecture, leasing or any other matters regarding the proposed development of the purchased lands, and the ASSIGNOR shall give written approval for the ASSIGNEE to be able to obtain all records and information from the above noted persons or corporations, and the assignor shall have fully paid for all of the above.

3. The ASSIGNEE submits with this Agreement a check in the amount of________ payable to the ASSIGNOR'S agents,_______________, as a deposit to be held by
___________________________ in trust pending the completion or other termination of this Agreement and to be credited towards the assignment purchase price on completion (the "Deposit"). The deposit shall be held by the ASSIGNOR'S agent in a term deposit with a U.S. Bank or Trust Company until the date of closing or termination of this Agreement with all interest earned or accrued thereon to be credited to the ASSIGNEE.

4. The balance of the assignment purchase price of___________ shall be paid upon the removal of the condition set out in Section 11 below and the deposit in the amount of___________ shall be paid in cash or by certified check to the ASSIGNOR on the_____ day of_______________,200(x) (The "Closing Date") or on such later date as the closing of the Purchase Agreement may properly be scheduled for in accordance with its terms and shall be deemed to be payment in full of this Assignment.

5. The ASSIGNEE covenants and agrees to complete the purchase of the purchased lands and pay the balance of the purchase money on the date and in the manner provided for in the Purchase Agreement and will observe and perform all the terms and stipulations therein contained and on the ASSIGNOR'S part to be observed and will keep the ASSIGNOR indemnified and save the ASSIGNOR harmless against all actions, proceedings, claims, demands, damages, costs and expenses which the ASSIGNOR may incur or sustain under, on account or by virtue of the said Agreement or any nonobservance thereof, provided that such indemnity shall be only in respect of losses or costs caused by the action or inaction of the ASSIGNEE.

6. The ASSIGNOR acknowledges to the ASSIGNEE that it has secured from John Doe a letter of credit in the amount of____________ issued by the Bank of________________, a copy of which is hereto annexed and marked as Schedule "B", which letter of credit may be called upon, inter alia, if John Doe should fail to complete the sale on the terms set out in the Purchase Agreement and as set out in the said letter of credit.  The ASSIGNOR covenants and agrees that upon payment to the ASSIGNOR of all monies due hereunder on the dates herein provided, the ASSIGNOR shall hold the said letter of credit in trust for the ASSIGNEE and act thereon in such manner as the ASSIGNEE may lawfully direct or request, and the ASSIGNEE shall indemnify and save harmless the ASSIGNOR in respect thereof.  Provided, however, that should the ASSIGNEE not pay all monies due hereunder to the ASSIGNOR on the dates herein provided, then in such event the ASSIGNOR shall be entitled to demand all monies payable under the said letter of credit and retain the same, together with all deposits and other monies paid hereunder, as liquidated damages and not as penalty.

7. The parties hereto covenant and agree to execute such further and other documentation and do such further and other acts as may be requisite and proper in order to vest the Purchase Agreement and all rights, title and interest in the purchased lands in the ASSIGNEE in accordance with the intent and spirit of this Agreement.

8. Any tender of documents or money hereunder may be made upon the solicitor acting for the party on whom tender is desired and it shall be sufficient that a negotiable certified check may be tendered instead of cash.

9. The ASSIGNOR acknowledges that the ASSIGNEE may at his option assign this agreement, in whole or in part prior to the date set for closing.  Provided that the ASSIGNEE shall continue to remain liable hereunder.

10. Time shall in all respects be of the essence hereof provided that the time for doing or completing any matter provided for herein may be extended or abridged by an agreement in writing signed by the ASSIGNOR and the

ASSIGNEE or by their respective solicitors who are hereby expressly appointed in this regard.

11. This Agreement shall be conditional upon the ASSIGNEE receiving full and final special commercial zoning as previously approved by the Town of______________, such full and final zoning to be in such form and notice of same being given in such manner as to fully satisfy the terms of the above recited Purchase Agreement respecting the satisfaction of certain conditions respecting zoning. In the event that this condition is not satisfied prior to 5:00 p.m. on_________________, 201(x) this Agreement may be terminated by the ASSIGNEE and all deposits paid by the ASSIGNEE shall forthwith be returned to him without deduction. Provided also that the ASSIGNEE shall have the right to either waive this condition or to extend this condition, by notice in writing to be given to the ASSIGNOR or its solicitor, either on, before or after_________________, 201(x), in which event this agreement shall be continued and shall subsist in accordance with its terms.

12. The ASSIGNOR further covenants and agrees to make itself, its officers, directors, shareholders, servants, employees, and agents available to the ASSIGNEE and to cooperate with the ASSIGNEE in connection with any litigation or other judicial proceeding required by or taken by the ASSIGNEE to close the Purchase Agreement, and this covenant shall survive the closing of the within transaction.

IN WITNESS WHEREOF the ASSIGNEE has executed this agreement on
the______ day of________________,201(x).


_________________________ _________________________
WITNESS Assignee


IN WITNESS WHEREOF the ASSIGNOR has executed this agreement
on the______ day of_________________, 201(x).