Wholesale Assignment Contract

ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
This Assignment Agreement ("Agreement") is made and entered into as of [Date], by and between [Assignor Name], an individual ("Assignor"), and [Assignee Name], an individual ("Assignee").
RECITALS:
WHEREAS, Assignor has entered into that certain Purchase and Sale Agreement dated [Original Contract Date] ("Original Contract"), with [Seller Name] ("Seller"), for the purchase of the real property commonly known as [Property Address], [City], [State] [Zip], and more particularly described in the Original Contract ("Property"), at a purchase price of $[Purchase Price]; and
WHEREAS, Assignor desires to assign all of his/her right, title, and interest in and to the Original Contract to Assignee, and Assignee desires to accept such assignment and assume all obligations and responsibilities thereunder.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. ASSIGNMENT OF RIGHTS
Assignor hereby assigns, transfers, and sets over unto Assignee all of his/her right, title, and interest in and to the Original Contract, including but not limited to all rights to purchase the Property, all contingency rights, and all obligations to perform under the Original Contract. Assignee hereby accepts such assignment and agrees to assume all obligations and responsibilities of the Buyer under the Original Contract, including but not limited to the payment of the Purchase Price and the performance of all conditions precedent.
2. ASSIGNMENT FEE
In consideration for this assignment, Assignee agrees to pay to Assignor an assignment fee in the amount of $[Assignment Fee] ("Assignment Fee"), which fee shall be paid in full at closing from the proceeds of the transaction. The Assignment Fee represents Assignor's compensation for identifying the opportunity, negotiating the Original Contract, and assigning his/her rights thereunder to Assignee.
3. EARNEST MONEY AND DEPOSITS
Assignee shall assume full responsibility for the earnest money deposit in the amount of $[Earnest Money Amount] that was deposited by Assignor under the Original Contract. Assignor's original earnest money deposit of $[Assignor's Earnest Money], if separate, shall be credited toward or refunded to Assignor at closing. Assignee acknowledges that all earnest money and deposits shall be applied toward the purchase price in accordance with the terms of the Original Contract.
4. ASSIGNEE'S ACKNOWLEDGMENT AND ACCEPTANCE
Assignee hereby acknowledges that: (a) Assignee has received, read, and fully understands the terms and conditions of the Original Contract; (b) Assignee has the financial ability to complete the purchase under the Original Contract; (c) Assignee accepts all terms, conditions, and obligations contained in the Original Contract; (d) Assignee accepts the Property in its current condition, subject only to the contingencies contained in the Original Contract; and (e) Assignee shall be bound by all deadlines and contingency periods specified in the Original Contract from the date hereof.
5. WARRANTIES BY ASSIGNOR
Assignor warrants and represents that: (a) Assignor has good and valid title to all right, title, and interest in the Original Contract; (b) the Original Contract is in full force and effect and has not been modified, amended, or rescinded; (c) Assignor is not in default under the Original Contract; (d) no other person or entity has any claim to or interest in the Original Contract; and (e) Assignor has full authority to execute this Assignment Agreement.
6. CLOSING AND PERFORMANCE
Assignee shall close on and complete the purchase of the Property on or before the closing date specified in the Original Contract. Assignee shall pay the Purchase Price and all closing costs as required by the Original Contract. Assignee shall perform all obligations of the Buyer under the Original Contract, including satisfaction of all contingency requirements and provision of all required documentation to Seller and/or the title company.

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