Form 4-30

Assignment of Real Estate Sales Contract

[Long Form]

Date:

Assignor:

Address:

Phone:

E-mail:

Type of entity:

Assignee:

Address:

Phone:

E-mail:

Type of entity:

Contract:   Real Estate Sales Contract between Seller and Buyer, the Assignor, for sale of the Property to Buyer involving—

Seller:

Property:      The land commonly known as [describe property] and more fully described in Exhibit A (“Land”) [include the following phrases as applicable: , together with improvements to the Land (“Improvements”), the leases associated with the Land and Improvements (“Leases”), and the personal property described in Exhibit A (“Personal Property”)].

Earnest Money:

Escrow:   [title company name, GF #, address, and escrow officer contact information]

Consideration:

[Include if applicable: Consent: This Assignment is conditioned on the consent of Seller.]

For the Consideration, Assignor and Assignee agree as follows:

A.Exhibits

The following are attached to and are a part of this Assignment:

Exhibit A—Real Estate Sales Contract

Exhibit B—Representations

Exhibit C—Records

B.Assignment and Assumption

B.1.Assignment.      Assignor for the Consideration assigns to Assignee all of Assignor’s right, title, and interest as Buyer in and to the Contract including the Earnest Money deposited in escrow with Escrow Agent.

B.2.Assumption.      Assignee assumes and agrees to perform Buyer’s obligations under the Contract [include if applicable: arising after the Date of this Assignment]. [Include if applicable: Assignee will indemnify, defend, and hold Assignor harmless from any loss, attor­ney’s fees, expenses, or claims arising out of or related to Assignee’s failure to perform any of the obligations of Buyer under the Contract after the Date of this Assignment. Assignor will indemnify, defend, and hold Assignee harmless from any loss, attorney’s fees, expenses, or claims arising out of or related to Assignor’s failure to perform any of the obligations of Buyer under the Contract before the Date of this Assignment.] [Include if applicable: Assignee has reimbursed Assignor for an amount equal to the assigned Earnest Money.]

B.3.Records.      To the extent that Assignor has possession or control of the items listed in Exhibit C, Assignor will deliver or make the items or copies of them available to Buyer within three business days after the Date.

C.Representations

C.1.Contract.      Attached as Exhibit A is a true and correct copy of the Contract.

C.2.Representations.      The representations stated in sections A. and C. of Exhibit B to this Assignment are true and correct as of the Date. A party to this Assignment who becomes aware that any of the representations of either party are not true and correct will promptly notify the other party. Unless a party notifies the other party to the contrary on or before the Closing Date, or a party has actual knowledge to the contrary as of the Closing Date, each party to this Assignment is entitled to presume that the representations of the other party in Exhibit B are true and correct as of the Closing Date under the Contract.

C.3.As Is, Where Is.      The parties agree to the terms of section B. (As Is, Where Is) in Exhibit B.

D.Miscellaneous

D.1.Notices.      Any notice required by or permitted under this Assignment must be in writing. Any notice required by this Assignment will be deemed to be given (whether received or not) the earlier of receipt or three business days after being deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this Assignment. Notice may also be given by regular mail, personal delivery, courier delivery, or e-mail and will be effective when received, provided that (a) any notice received on a Saturday, Sunday, or holiday will be deemed to have been received on the next day that is not a Saturday, Sunday, or holiday and (b) any notice received after 5:00 p.m. local time at the place of delivery on a day that is not a Saturday, Sunday, or holiday will be deemed to have been received on the next day that is not a Saturday, Sunday, or holiday. Any address for notice may be changed by not less than ten days’ prior written notice given as provided herein. Copies of each notice must be given by one of these methods to the attorney of the party to whom notice is given.

D.2.Entire Agreement.      This Assignment is the entire agreement of the parties con­cerning the assignment by Assignor of the sale of the Property by Seller. There are no repre­sentations, warranties, agreements, or promises of Assignor pertaining to the Property or the sale of the Property, and Assignee is not relying on any statements or representations of Assignor or any agent of Assignor that are not in this Assignment.

D.3.Amendment.      This Assignment may be amended only by an instrument in writ­ing signed by the parties.

D.4.Prohibition of Assignment.      Assignee may not assign this Assignment, the Contract, Assignee’s rights under this Assignment, or Buyer’s rights under the Contract with­out Assignor’s prior written consent, which Assignor has no obligation to grant and which, if granted, may be conditioned in any manner Assignor deems appropriate, and any attempted assignment without Assignor’s consent is void. The consent by Assignor to any assignment by Assignee will not release Assignee of its obligations under this Assignment, and Assignee and its assignee will be jointly and severally liable for the performance of those obligations after any such assignment.

D.5.Survival.      The provisions of this Assignment that expressly survive termina­tion or Closing and other obligations of this Assignment that cannot be performed before ter­mination of this Assignment or before Closing survive termination of this Assignment or Closing, and the legal doctrine of merger does not apply to these matters. The representations made by the parties as of Closing survive Closing.

D.6.Choice of Law; Venue.      This Assignment is to be construed under the laws of the state of Texas, without regard to choice-of-law rules of any juris­diction. Venue is in the County for Performance.

D.7.Waiver of Default.      Default is not waived if the nondefaulting party fails to declare a default immediately or delays taking any action with respect to the default.

D.8.No Third-Party Beneficiaries.      There are no third-party beneficiaries of this Assignment.

D.9.Severability.      If a provision in this Assignment is unenforceable for any rea­son, to the extent the unenforceability does not destroy the basis of the bargain among the par­ties, the unenforceability does not affect any other provision of this Assignment, and this Assignment is to be construed as if the unenforceable provision is not a part of the Assign­ment.

D.10.Ambiguities Not to Be Construed against Party Who Drafted Assignment.      The rule of construction that ambiguities in a document are construed against the party who drafted it does not apply in interpreting this Assignment.

D.11.No Special Relationship.      The parties’ relationship is an ordinary commercial relationship, and the parties do not intend to create the relationship of principal and agent, partners, joint venturers, or any other special relationship.

D.12.Counterparts.      If this Assignment is executed in multiple counterparts, all counterparts taken together constitute this Assignment. Copies of signatures to this Assign­ment are effective as original signatures.

D.13.Confidentiality.      This Assignment, this transaction, and all information learned in the course of this transaction shall be kept confidential, except to the extent disclosure is required by law or court order or to enable third parties to advise or assist Assignee to investi­gate the Property or either party to close this transaction. Remedies for violations of this pro­vision are limited to injunctions, and no damages or rescission may be sought or recovered as a result of any such violations.

D.14.Binding Effect.      This Assignment binds, benefits, and may be enforced by the parties and their respective heirs, successors, and permitted assigns.

D.15.Waiver of Consumer Rights.      Assignee waives its rights under the Texas Deceptive Trade Practices–Consumer Protection Act, section 17.41 et seq. of the Texas Business and Commerce Code, a law that gives consumers special rights and protections. After consultation with an attorney of its own selection, Assignee voluntarily consents to this waiver.

D.16.Waiver of Jury Trial.      Assignor and Assignee, each after consultation with an attorney of its own selection (which counsel was not directly or indirectly identified, sug­gested, or selected by the other party), both voluntarily waive a trial by jury of any issue aris­ing in an action or proceeding between the parties or their successors, under or connected with this Assignment or its provisions. Assignor and Assignee acknowledge to each other that Assignor and Assignee are not in significantly disparate bargaining positions.

   
[Name and title of assignor]
Date:

   
[Name and title of assignee]
Date:

Exhibit A

Real Estate Sales Contract

Exhibit B

Representations

A.Assignor’s Representations to Assignee

Assignor represents to Assignee that the following are true and correct as of the Date and will be true and correct on the Closing Date, unless Assignor has given Assignee notice of any changes before the Closing Date that such circumstances have changed due to causes not reasonably within Assignor’s control.

A.1.Authority.      Assignor is a [specify type of organization] duly organized, validly existing, and in good standing under the laws of the state of [Texas/[state]] with authority to perform its obligations under this Assignment. This Assignment is binding on Assignor.

A.2.Litigation.      Assignor has not received written notice and has no actual knowl­edge of any litigation pending or threatened against the Property or Assignor that might adversely affect the Property or Assignor’s ability to perform its obligations under this assign­ment [include if applicable: , except: [specify]].

A.3.Violation of Governmental Requirements.      Assignor has not received written notice and has no actual knowledge of violation of any law, ordinance, regulation, restriction, or legal requirements affecting the Property or Seller’s use of the Property [include if applica­ble: , except: [specify]].

A.4.Licenses, Permits, and Approvals.      Assignor has not received written notice and has no actual knowledge that any license, permit, or approval necessary to use the Prop­erty in the manner in which it is currently being used has expired or will not be renewed on expiration or that any material condition will be imposed to use or renew the same [include if applicable: , except: [specify]].

A.5.Condemnation; Zoning; Land Use; Hazardous Materials.      Assignor has not received written notice and has no actual knowledge of any condemnation, zoning, land-use, hazardous materials, or other proceedings affecting the Property or any written inquiries or notices by any governmental authority or third party with respect to condemnation, zoning, or other land-use regulations or the presence of hazardous materials affecting the Property [include if applicable: , except: [specify]].

A.6.Terrorist Organizations Lists.      Assignor is not and Assignor has no actual knowledge that any of its partners, members, shareholders, owners, employees, officers, directors, representatives, or agents is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control of the Department of the Treasury or under any statute, executive order, or other governmental action.

A.7.No Other Obligation to Sell Property or Restriction against Sale.
Assignor is not obligated to sell any of the Property to any person other than Assignee. Assignor’s performance of this Assignment will not cause a breach of any other agreement or obligation to which Assignor is a party or by which Assignor or the Property is bound.

A.8.No Liens.      On the Closing Date, the Property will be free and clear of all mechanic’s and materialman’s liens and other liens and encumbrances of any nature arising through Assignor.

A.9.Assignor’s Records.      Assignor’s Records provided by Assignor to Assignee as provided in Exhibit C for Assignee’s inspections will be true, correct, and complete copies of the records in Assignor’s possession or control. Assignor’s Records that were prepared by or under Assignor’s supervision and control will be true, correct, and complete in all material respects. Unless Assignor notifies Assignee to the contrary at the time of delivery of Records provided by Assignor to Assignee that were not prepared by or under Assignor’s supervision and control, Assignor has no actual knowledge that such Records are not true, correct, and complete in any material respect.

A.10.No Other Representation.      Except as stated above, Assignor makes no repre­sentation with respect to the Property.

A.11.No Warranty.      Assignor has made no warranty in connection with this transac­tion.

B.“As Is, Where Is”

This Assignment is an arm’s-length agreement between the parties. The Consideration was bargained on the basis of an “AS IS, WHERE IS” transaction and reflects the agreement of the parties that there are no representations, dis­closures, or express or implied warranties, except the representations in this Assignment.

Assignee is not relying on any representations, disclosures, or express or implied warranties other than those expressly contained in this Assignment. Assignee is not relying on any information regarding the Property provided by any person, other than Assignee’s own inspection and the representations con­tained in this Assignment.

C.Assignee’s Representations to Assignor

Assignee represents to Assignor that the following are true and correct as of the Date and will be true and correct on the Closing Date, unless Assignee has given Assignor notice of any changes before the Closing Date that such circumstances have changed due to causes not reasonably within Assignee’s control.

C.1.Authority.      Assignee is a [specify type of organization] duly organized, validly existing, and in good standing under the laws of the state of [Texas/[state]] with authority to perform its obligations under this Assignment. This Assignment is binding on Assignee. This Assignment is, and all documents required by this Assignment to be executed and delivered to Seller at Closing will be, duly authorized, executed, and delivered by Assignee.

C.2.Terrorist Organizations Lists.      Assignee is not and Assignee has no actual knowledge that any of its partners, members, shareholders, owners, employees, officers, directors, representatives, or agents is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control of the Department of the Treasury or under any statute, executive order, or other governmental action.

Exhibit C

Records

A.Seller’s Records.      The following records delivered by Seller to Assignor (“Seller’s Records”):

B.Title and Survey Information.      The following title and survey information delivered to Assignor (“Title and Survey Information”):

C.Assignor’s Records and Studies.      The following records and studies obtained by Assignor other than those listed in paragraph A. (“Assignor’s Records and Studies”):