Section 1 - Assignment.
For valuable consideration stated herein, Assignor hereby assigns, transfers, and sets over unto Assignee all of Assignor's right, title, equitable interest, and obligations under that certain Residential Purchase and Sale Agreement (the "Underlying Contract") dated as shown above, between Assignor as buyer and the Original Seller identified above, regarding the real property described above (the "Property").
Section 2 - Consideration.
In consideration of this Assignment, Assignee shall pay Assignor the Assignment Fee set forth above at the closing of the transaction contemplated by the Underlying Contract, through the closing agent, by wire or cashier's check, prior to disbursement to Original Seller.
Section 3 - Equitable Interest Disclosure.
Assignor discloses that Assignor holds only an equitable interest in the Property pursuant to the Underlying Contract and is not the record owner. Assignor is marketing and assigning its contractual rights, not the underlying real property. Assignee acknowledges this and has conducted, or waived, independent due diligence.
Section 4 - Representations.
Assignor represents that: (a) the Underlying Contract is in full force and effect, (b) Assignor has not previously assigned any rights under it, (c) Assignor is not in default, and (d) Assignor has authority to make this assignment. Assignor makes no representation regarding the condition of the Property.
Section 5 - Assumption.
Assignee assumes and agrees to perform all of Assignor's duties, covenants, and obligations under the Underlying Contract arising on or after the Effective Date, and agrees to indemnify and hold Assignor harmless from any liability arising from Assignee's performance or non-performance.
Section 6 - As-Is.
Assignee takes the assignment AS-IS, WHERE-IS, with all faults. Assignor makes no warranties, express or implied, regarding the Property's physical condition, title, value, or fitness.
Section 7 - Default; Remedies.
If Assignee fails to close, Assignor may retain any deposit as liquidated damages and/or pursue specific performance. Florida law governs. Venue in the county where the Property lies.
Section 8 - Entire Agreement.
This instrument is the entire agreement between the parties with respect to the assignment and supersedes all prior negotiations. Modifications must be in writing and signed by both parties.
Section 9 - Electronic Signatures.
The parties agree this instrument may be executed electronically under the Florida Uniform Electronic Transaction Act (Fla. Stat. ch. 668, pt. I) and the federal ESIGN Act. Electronic signatures shall have the same legal effect as original handwritten signatures.