SECTION 1031 EXCHANGE ASSIGNMENT AGREEMENT

ASSIGNMENT OF RIGHTS UNDER PURCHASE AND SALE AGREEMENT

AGREEMENT INFORMATION

Agreement Date: [DATE]

Exchange Number: [QI ASSIGNED NUMBER]

Property Type:
☐ Relinquished Property Assignment
☐ Replacement Property Assignment

PARTIES

EXCHANGER (Assignor):
- Name: [FULL LEGAL NAME]
- Address: [ADDRESS]
- Phone: [PHONE]
- Email: [EMAIL]
- SSN/EIN: [NUMBER]

QUALIFIED INTERMEDIARY (Assignee):
- Company: [QI COMPANY NAME]
- Address: [ADDRESS]
- Phone: [PHONE]
- Email: [EMAIL]
- EIN: [NUMBER]

BUYER/SELLER OF PROPERTY:
- Name: [FULL LEGAL NAME]
- Address: [ADDRESS]
- Phone: [PHONE]
- Email: [EMAIL]

RECITALS

WHEREAS, Exchanger desires to complete a tax-deferred exchange of real property pursuant to Section 1031 of the Internal Revenue Code and the Treasury Regulations thereunder;

WHEREAS, Exchanger has entered into that certain [Purchase and Sale Agreement / Real Estate Contract] dated [DATE] (the "Contract") for the [sale/purchase] of the property described below;

WHEREAS, Qualified Intermediary is in the business of facilitating tax-deferred exchanges under IRC § 1031 and has agreed to serve as the qualified intermediary for Exchanger's exchange;

WHEREAS, Treasury Regulation § 1.1031(k)-1(g)(4) provides that a qualified intermediary acquires and transfers property when the exchanger assigns contractual rights to the qualified intermediary;

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:

SECTION 1: PROPERTY DESCRIPTION

Property Address:
[FULL STREET ADDRESS]
[CITY, STATE ZIP]

Legal Description:
[INSERT COMPLETE LEGAL DESCRIPTION OR ATTACH AS EXHIBIT A]

County/Parish: [COUNTY]

Parcel/Tax ID Number: [NUMBER]

SECTION 2: ASSIGNMENT

2.1 Assignment of Contract Rights

Exchanger hereby assigns to Qualified Intermediary all of Exchanger's rights, but not Exchanger's obligations, under the Contract, including but not limited to:

(a) The right to receive the proceeds from the sale of the Relinquished Property; OR
(b) The right to acquire title to the Replacement Property

as applicable to this transaction.

2.2 Acceptance of Assignment

Qualified Intermediary hereby accepts the foregoing assignment and agrees to perform as the qualified intermediary in accordance with Treasury Regulation § 1.1031(k)-1(g)(4).

2.3 Limitation of Assignment

This assignment is made solely for the purpose of facilitating a tax-deferred exchange under IRC § 1031. The Qualified Intermediary shall have no obligation to perform any of Exchanger's obligations under the Contract, including but not limited to:

(a) Payment of the purchase price (except from exchange proceeds held by QI)
(b) Performance of any due diligence obligations
(c) Obtaining financing
(d) Curing any title defects
(e) Any warranties or representations regarding the property

SECTION 3: EXCHANGER'S REPRESENTATIONS AND WARRANTIES

Exchanger represents and warrants to Qualified Intermediary that:

3.1 Exchanger has full power and authority to execute this Assignment and to assign the rights under the Contract.

3.2 The Contract is in full force and effect, has not been modified or amended except as disclosed herein, and Exchanger is not in default thereunder.

3.3 Exchanger has not assigned, transferred, or encumbered any rights under the Contract to any person other than Qualified Intermediary.

3.4 Exchanger intends this transaction to qualify as a tax-deferred exchange under IRC § 1031.

3.5 Exchanger is not a "disqualified person" as defined in Treasury Regulation § 1.1031(k)-1(k).

3.6 The property being exchanged is held for productive use in a trade or business or for investment, and is not held primarily for sale.

SECTION 4: QUALIFIED INTERMEDIARY'S ROLE

4.1 Safe Harbor Compliance

This assignment is intended to satisfy the safe harbor requirements of Treasury Regulation § 1.1031(k)-1(g)(4) for use of a qualified intermediary.

4.2 QI Functions

Qualified Intermediary agrees to:

(a) Acquire the Relinquished Property from Exchanger and transfer it to the buyer (or be treated as doing so through assignment)
(b) Acquire the Replacement Property and transfer it to Exchanger (or be treated as doing so through assignment)
(c) Hold the exchange proceeds in a qualified escrow or trust account
(d) Transfer the exchange proceeds to acquire replacement property within the exchange period

4.3 QI Limitations

Qualified Intermediary shall not:

(a) Be required to take title to the property
(b) Assume any liability for the condition of the property
(c) Make any representations regarding the property
(d) Be responsible for Exchanger's tax consequences

SECTION 5: NOTICE TO BUYER/SELLER

5.1 Notice

Exchanger and Qualified Intermediary shall provide written notice of this assignment to the [Buyer/Seller] and to the settlement agent.

5.2 Cooperation

[Buyer/Seller] acknowledges receipt of this assignment and agrees to cooperate in the closing of this transaction in accordance with the terms of this assignment.

5.3 No Additional Rights or Obligations

This assignment does not create any additional rights or obligations for [Buyer/Seller] beyond those contained in the Contract.

SECTION 6: EXCHANGE PROCEEDS

6.1 Relinquished Property Sale

If this is an assignment of a relinquished property sale, [Buyer/Seller] and settlement agent are directed to:

(a) Make all payments that would otherwise be payable to Exchanger directly to Qualified Intermediary
(b) Deed the property directly from Exchanger to [Buyer]
(c) Provide all closing documents to Qualified Intermediary

6.2 Replacement Property Purchase

If this is an assignment of a replacement property purchase, settlement agent is directed to:

(a) Accept payment of the purchase price from Qualified Intermediary
(b) Deed the property directly from [Seller] to Exchanger
(c) Provide all closing documents to Qualified Intermediary and Exchanger

SECTION 7: DIRECT DEEDING

7.1 Authorization

Exchanger authorizes and directs that the property be deeded directly:

☐ From Exchanger to [Buyer] (relinquished property), OR
☐ From [Seller] to Exchanger (replacement property)

7.2 Effect

Such direct deeding shall be treated for IRC § 1031 purposes as if the Qualified Intermediary had acquired and transferred the property.

SECTION 8: INDEMNIFICATION

8.1 By Exchanger

Exchanger agrees to indemnify, defend, and hold harmless Qualified Intermediary from and against any and all claims, liabilities, damages, costs, and expenses (including attorneys' fees) arising out of or relating to:

(a) This assignment
(b) The Contract
(c) The property
(d) Any breach of Exchanger's representations and warranties
(e) Any failure to qualify for IRC § 1031 treatment

8.2 Limitation

Qualified Intermediary's liability shall be limited to the exchange proceeds actually held by Qualified Intermediary.

SECTION 9: MISCELLANEOUS PROVISIONS

9.1 Governing Law

This Agreement shall be governed by the laws of the State of [STATE].

9.2 Entire Agreement

This Agreement, together with the Exchange Agreement between Exchanger and Qualified Intermediary, constitutes the entire agreement between the parties regarding the subject matter hereof.

9.3 Amendments

This Agreement may not be amended except by written instrument signed by all parties.

9.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.5 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original.

9.6 Facsimile/Electronic Signatures

Facsimile and electronic signatures shall be deemed original signatures for all purposes.

SECTION 10: SIGNATURES

EXCHANGER:

By: ___________________________________

Printed Name: [NAME]

Title (if entity): [TITLE]

Date: [DATE]

QUALIFIED INTERMEDIARY:

[QI COMPANY NAME]

By: ___________________________________

Printed Name: [NAME]

Title: [TITLE]

Date: [DATE]

ACKNOWLEDGMENT BY BUYER/SELLER

The undersigned [Buyer/Seller] acknowledges receipt of this Assignment and agrees to the terms set forth herein as they pertain to [Buyer/Seller].

[BUYER/SELLER]:

By: ___________________________________

Printed Name: [NAME]

Title (if entity): [TITLE]

Date: [DATE]

ACKNOWLEDGMENT BY SETTLEMENT AGENT

The undersigned Settlement Agent acknowledges receipt of this Assignment and agrees to disburse proceeds and deed the property in accordance with the terms set forth herein.

SETTLEMENT AGENT:

[COMPANY NAME]

By: ___________________________________

Printed Name: [NAME]

Title: [TITLE]

Date: [DATE]

EXHIBIT A - LEGAL DESCRIPTION

[INSERT FULL LEGAL DESCRIPTION OF PROPERTY]

IMPORTANT NOTES

1. QI Required Before Sale: The exchange agreement and assignment must be in place BEFORE the closing of the relinquished property to avoid actual or constructive receipt of funds.

2. Disqualified Persons: The QI cannot be someone who has acted as the exchanger's agent (attorney, accountant, real estate agent, employee) within the past 2 years.

3. 45/180 Day Deadlines: This assignment does not extend or modify the 45-day identification period or 180-day exchange period.

4. No Actual Receipt: Exchanger must not actually or constructively receive the exchange proceeds. Funds must flow through the QI.

5. Consult Professionals: This template is for informational purposes. Consult with a qualified tax professional and attorney before completing a 1031 exchange.

This template is provided for informational purposes and should be reviewed by qualified legal and tax counsel before use.