Development Rights Assignment.pdf

- Parties Involved: Muncy Associates (Exchangor, a NY partnership), Eucalyptus Acquisitions (Exchangor's LLC, wholly-owned and disregarded for tax purposes), Old APEX, Inc. (Assignee, a MA corporation), Palm Beach County, Florida (Seller).
- Property: Ninety-five Development Rights units in Palm Beach County, Florida (Replacement Property) for use on property described in Exhibit A, replacing Exchangor's Relinquished Property at 10 Muncy Avenue, West Babylon, Suffolk County, New York.
- Contract: Exchangor previously acquired rights under a Contract for the Sale and Purchase of Development Rights, including an Agreement and Addendum, with Seller.
- Assignment: Exchangor assigns all rights under the Contract to Assignee, while Seller acknowledges and consents to the assignment. Exchangor's obligations remain with Exchangor. Assignee accepts only the rights, not the duties, and covenants not to transfer, alter, or amend the Contract without Exchangor's and Seller's prior written consent.
- Purpose: Assignee participates as a Qualified Intermediary in a Like-Kind Exchange under Section 1031 of the Internal Revenue Code. Disputes regarding the Replacement Property are to be resolved between Exchangor and Seller, not Assignee.
- Execution: The document may be executed in counterparts. It is executed by all parties, with signatures witnessed and approved as to form and legal sufficiency.