Written Homework #10
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  • make "homework-10" the first part of the digital file name
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    Assignment of Contract Rights

    Background
    • Buyer and Seller have entered into a purchase contract involving real estate.  Buyer now wants to transfer its purchase rights under the contract to a 3rd party.

    Statement of Facts
    • For purposes of this homework assume that the current date is January 5, 2018.  The document that you prepare will be executed at some unspecified date in the near future.

    • On January 1, 2018 the following two parties executed a docuement entitled "Purchase and Sale Contract"

      • Buyer - Original Buyer LLC - (Rex Reed is its "manager")
      • Seller - Seller LLC - (Bob Jones is its "manager")

    • Both parties are Florida limited liability companies

    • In the contract Orginal Buyer LLC promised to buy and Seller LLC promised to sell a certain described parcel of real estate.  The only description of the property in the contract was the street adress (161 NE 119 Street, Miami, FL).  Under the terms of the contract Original Buyer LLC was allowed to assign its contract rights

    • Orginal Buyer LLC now wants to assign all of its contract rights (including its right to purchase the property) to the following entity

      • Substitute Buyer LLC (Bubba Smith is its "manager")

    The Homework
    • Prepare a document assigning the contract rights that, when executed, includes the following provisions
      .
      • Original Buyer LLC assigns all of its rights under the Purchase and Sale Contract to Substitute Buyer LLC

      • Substitute Buyer LLC agrees to assume all of Original Buyer LLC's obligations under that contract

      • Substitute Buyer LLC agrees to indemnify Original Buyer LLC from any liability arising out of that contract.

      • Seller LLC acknowledges and consents to the assignment of Original Buyer LLC's contract rights

      • Seller LLC expressly agrees that it will continue to be bound by the contract's terms

      • Seller LLC releases Original Buyer LLC from any further obligation under the contract.