Unit Assignment Agreement

UNIT ASSIGNMENT AGREEMENT

This Unit Assignment Agreement ("Agreement") is made and entered into as of Effective Date: by and between Assignor Name: (Entity Type: Individual Corporation/LLC ), and Assignee Name: (Entity Type: Individual Corporation/LLC ).

RECITALS

WHEREAS, Assignor is the lawful owner of the real property and related membership rights described as Unit: , located at (the "Unit"), which is part of the Project known as .

WHEREAS, Assignor desires to assign and transfer to Assignee all of Assignor's right, title and interest in and to the Unit and related rights, subject to the terms and conditions set forth herein; and

WHEREAS, Assignee desires to accept such assignment and assume the obligations associated with ownership of the Unit, subject to the terms and conditions set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Assignment" means the transfer by Assignor to Assignee of Assignor's right, title and interest in and to the Unit on the terms set forth in this Agreement. "Effective Date" means the date first written above.

2. ASSIGNMENT

Subject to the terms and conditions of this Agreement, Assignor hereby assigns, transfers and conveys to Assignee all of Assignor's rights, title and interest in and to the Unit, including any membership rights, parking privileges, storage rights, and easements appurtenant thereto, free and clear of any lien or encumbrance except as disclosed in Section 4. The Assignment shall be effective as of the Closing (as defined in Section 6).

3. CONSIDERATION

As consideration for the Assignment, Assignee shall pay to Assignor the sum of (the "Purchase Price"), payable in accordance with the closing statement delivered at Closing. The Purchase Price shall be adjusted to reflect prorations, credits and amounts set forth in Section 6.

4. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor represents and warrants to Assignee that as of the Effective Date and as of Closing: (a) Assignor is the lawful owner of all right, title and interest in and to the Unit and has full power and authority to enter into and perform this Agreement; (b) there are no liens, encumbrances or adverse claims affecting the Unit except those disclosed in writing to Assignee in the schedule below; (c) Assignor has complied with all material provisions of the Project's governing instruments and no notice of default has been received which remains uncured; and (d) the execution and delivery of this Agreement and performance hereunder will not violate any agreement, judgment or order to which Assignor is a party or subject.

5. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee represents and warrants to Assignor that Assignee has full power and authority to enter into and perform this Agreement; Assignee accepts the Assignment subject to the terms and conditions herein and subject to the Project's governing instruments; and Assignee has had the opportunity to conduct such inspection and review of the Unit and the applicable documents as Assignee deems necessary.

6. CLOSING; PRORATIONS; CONDITIONS

The closing of the Assignment ("Closing") shall occur at such time and place as the parties mutually agree, but in no event later than Closing Deadline: . At Closing, Assignor shall execute such instruments of assignment and conveyance as are necessary to effect the Assignment and deliver possession of the Unit. Real property taxes, assessments, common expense assessments and rents, if any, shall be prorated as of the Closing date.

The obligations of the parties to close are subject to the fulfillment (or waiver in writing) of the following conditions precedent: (a) delivery by Assignor of a signed assignment instrument and any certificates required by the Project; (b) delivery by Assignee of the Purchase Price in immediately available funds; and (c) receipt of any consents required by the Project's governing instruments or a mortgagee, if applicable.

7. COVENANTS

From and after Closing, Assignee shall assume and perform all obligations and covenants applicable to ownership of the Unit under the Project documents and applicable law. Assignor shall provide reasonable cooperation, at Assignor's expense, to effect recordings or filings necessary to reflect the Assignment.

8. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee from and against any loss, claim, liability or expense arising from any breach of Assignor's representations, warranties or covenants made herein occurring prior to Closing. Assignee shall indemnify, defend and hold harmless Assignor from and against any loss, claim, liability or expense arising from any breach of Assignee's representations, warranties or covenants made herein occurring on or after Closing.

9. FURTHER ASSURANCES

Each party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement and to consummate the Assignment.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when personally delivered, sent by certified mail, return receipt requested, or by recognized overnight courier to the addresses set forth below or to such other address as a party may specify by notice.

11. AMENDMENT; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver thereof, and no single or partial exercise of any such right shall preclude other or further exercise.

12. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic transmission shall be binding.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws rules.

14. ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the Assignment and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the parties shall negotiate an equitable substitute provision.

16. EXPENSES

Unless otherwise provided herein, each party shall bear its own costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated by this Agreement, including attorneys' fees; provided, however, that fees and expenses to record the Assignment or satisfy title requirements shall be allocated as set forth at Closing.

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