March 11th, 2024 at 4:13 pm
Answer: False. The words, “and/or assignee,” must be read together with the rest of the RPA. Paragraph 23 of the RPA addresses assignments. Under paragraph 23, a buyer generally cannot assign the agreement without first getting the seller’s written consent to a “specified assignee” (see exceptions below). A “specified assignee” is highly likely to mean the actual name of a person or legal entity. The words, “and/or assignee,” may not be enough to give the buyer an unfettered right to assign the agreement.
That said, paragraph 23 does provide exceptions. The buyer has the right to assign the RPA to the buyer’s own trust or wholly-owned entity that is in existence at the time of assignment. Additional terms for such assignment are set forth in paragraph 23.
-Thank you to Rinde Philippe (Santa Monica Office) for suggesting this week’s legal tip.
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