Deed of Assignment With Assumption
Deed of Assignment With Assumption
This Deed of Assignment of Rights (“DEED” for brevity) is entered into by and between:
Witnesseth
WHEREAS, ASSIGNOR desires to assign all of her rights, interests and obligations under the
CONTRACT to ASSIGNEE, and the ASSIGNEE desires to step into all of said rights and
interests and assume all of said obligations under the CONTRACT.
NOW, THEREFORE, in consideration of the agreed total amount already paid by ASSIGNEE to
ASSIGNOR, the latter does hereby assign(s), transfer(s) and convey(s) all of her rights, interest
and obligations under the CONTRACT to ASSIGNEE, subject to the following terms and
conditions:
1. ASSIGNOR certifies and guarantees that its account with DEVELOPER is current and it
has not violated any of the conditions stipulated in the CONTRACT;
2. ASSIGNEE affirms that it read and fully understood the provisions of the CONTRACT.
ASSIGNEE accepts this assignment and steps into all the rights, interests and obligations
of ASSIGNOR under the CONTRACT, particularly the obligation to pay the balance of
the Total Contract Price in accordance with the CONTRACT. ASSIGNEE likewise
certifies that it read the Master Deed with Declaration of Restrictions (as amended and/or
supplemented) of the (PROJECT), and promises and binds itself to faithfully comply
with all the terms, restrictions, and conditions mentioned therein;
3. ASSIGNOR and the ASSIGNEE agree that this DEED shall become effective as against
DEVELOPER and third persons only if and when the same is approved by
DEVELOPER, and if the approval is given, the assignment shall be deemed effective
upon the date of execution by the parties of this DEED;
4. ASSIGNOR and ASSIGNEE are both aware of the possible tax consequences of this
transaction, including, but not limited to, the imposition of capital gains tax and
documentary stamp tax, and hereby bind themselves jointly and severally to shoulder
and pay any and all taxes, fees and charges that may arise as a consequence of, or an
incident to, the execution of this DEED. ASSIGNOR and ASSIGNEE further bind
themselves jointly and severally to keep DEVELOPER free and harmless, and defend
DEVELOPER, at their exclusive expense, from and against any and all liabilities,
expenses, damages, and losses that may now or hereafter arise as a consequence of, or an
incident to, the execution of this DEED, the DEVELOPER’s approval of this DEED, and
the assignment of rights and obligations between the parties, or any dispute between the
parties or their successors-in-interest in connection with this assignment; and
5. ASSIGNOR and ASSIGNEE both undertake to jointly and severally execute and submit
to DEVELOPER any and all documents, as well as perform any and all acts, required by
DEVELOPER as a condition for the approval of this DEED and in relation to any tax
implications arising from the execution, approval and implementation of this DEED.
___________________________ ___________________________
ASSIGNOR ASSIGNEE
By:
By:
___________________________
___________________________
Attorney-in-Fact
________________________ _________________________
ACKNOWLEDGMENT
BEFORE ME, a notary public in and for the place and on the date above-written personally
appeared the following:
known to me and to me known to be the same persons who executed the foregoing instrument
entitled “Deed of Assignment of Rights” consisting of three (3) pages, including the page on
which this Acknowledgment is written and signed on all pages by the parties and their
instrumental witness, and they acknowledged to me that the same is their free and voluntary act
and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at the place
and on the date above-written.