Assignment and Assumption of Purchase and Sale Agreement (Commercial Real Estate Purchase and Sale)

by Practical Law Real Estate

A Standard Document that facilitates the assignment and assumption of a commercial real estate purchase and sale agreement. This form is designed for use when the original purchaser (the assignor) needs to transfer its contractual rights and obligations to an affiliated entity (the assignee) prior to closing. Such an assignment is a common and often critical strategy in commercial real estate transactions, particularly for creating a single purpose entity (SPE) to hold title to the property. Utilizing an SPE can be essential for limiting the purchaser's liability or for satisfying specific lender financing requirements. This Assignment and Assumption Agreement provides the necessary legal framework to formalize the complete transfer of the assignor's interest to the assignee, ensuring a smooth transition of the purchase and sale agreement before the final property acquisition. This resource is tailored specifically for these pre-closing assignments between related parties.