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Real Estate Joint Venture Agreement
"I need a Real Estate Joint Venture Agreement for a partnership between our Austrian development company and a German investment fund to develop a mixed-use commercial property in Vienna, with construction starting in March 2025."
1. Parties: Identification of all parties to the joint venture agreement
2. Background: Context of the joint venture and parties' intentions
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Formation of Joint Venture: Legal structure, name, and purpose of the joint venture
5. Real Estate Assets: Description of the real estate assets involved and their treatment
6. Capital Contributions: Details of initial and future capital contributions from each party
7. Ownership and Distribution: Ownership structure, profit sharing, and distribution policies
8. Management and Control: Governance structure, decision-making processes, and voting rights
9. Operations: Day-to-day management, business plan, and operational procedures
10. Real Estate Management: Property management, maintenance, and development responsibilities
11. Financial Matters: Accounting, reporting, and financial management requirements
12. Transfer Restrictions: Limitations on transfer of interests and real estate assets
13. Term and Termination: Duration of the joint venture and termination provisions
14. Dissolution and Liquidation: Process for winding up the joint venture and asset distribution
15. Confidentiality: Protection of confidential information
16. Governing Law and Jurisdiction: Confirmation of Austrian law application and dispute resolution
17. General Provisions: Miscellaneous legal provisions including notices, amendments, etc.
1. Development Project: Include when the joint venture involves real estate development activities
2. Foreign Investment Provisions: Required when any party is a non-Austrian entity
3. Financing Arrangements: Include when external financing is part of the venture structure
4. Property Management Services: Required when specific property management arrangements are needed
5. Environmental Matters: Include when environmental risks or considerations are significant
6. Tax Structure: Include detailed tax provisions when complex tax structures are involved
7. Employment Matters: Required when the JV will have direct employees
8. Insurance: Detailed insurance requirements when significant insurance coverage is needed
9. Intellectual Property: Include when IP rights are relevant to the venture
1. Schedule 1 - Property Details: Detailed description of all real estate assets including land registry details
2. Schedule 2 - Capital Contributions: Detailed breakdown of each party's capital contributions
3. Schedule 3 - Business Plan: Initial business plan and financial projections
4. Schedule 4 - Management Structure: Detailed governance and management procedures
5. Schedule 5 - Property Management Agreement: Terms of property management if applicable
6. Schedule 6 - Development Plan: Details of any planned development or renovation works
7. Schedule 7 - Warranties: Specific warranties given by each party
8. Schedule 8 - Reserved Matters: List of decisions requiring special approval
9. Appendix A - Form of Shareholder Resolution: Template for shareholder resolutions
10. Appendix B - Power of Attorney: Standard form of power of attorney if required
Authors
Applicable Law
Articles of Association
Asset Management Services
Austrian Civil Code
Board
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Commercial Register
Company
Completion
Confidential Information
Construction Budget
Construction Schedule
Development Plan
Development Property
Distributable Profits
Due Diligence
Effective Date
Encumbrance
Environmental Laws
Event of Default
Exit Event
Financial Year
Force Majeure
Grundbuch
Initial Capital Contribution
Investment Period
Joint Venture
Land Registry
Management Committee
Managing Director
Material Adverse Change
Member
Operating Budget
Operating Costs
Ownership Interest
Parties
Performance Standards
Permitted Use
Project
Property
Property Management Agreement
Property Manager
Purchase Price
Real Estate Assets
Related Party
Reserved Matters
Share
Shareholder
Shareholder Loan
Tag-Along Rights
Target Return
Tax
Term
Territory
Third Party
Transfer
Valuation
Recitals
Definitions
Formation of Joint Venture
Capital Contributions
Ownership Structure
Property Rights
Management and Control
Decision Making
Business Operations
Property Management
Development Rights
Financial Matters
Distribution of Profits
Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Property Maintenance
Insurance
Environmental Compliance
Regulatory Compliance
Representations and Warranties
Confidentiality
Non-Competition
Force Majeure
Default
Termination
Exit Mechanisms
Buy-Out Rights
Deadlock Resolution
Asset Distribution
Tax Matters
Indemnification
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Severability
Entire Agreement
Costs and Expenses
Real Estate
Property Development
Construction
Property Investment
Commercial Property
Residential Property
Infrastructure
Urban Development
Hospitality
Retail Property
Industrial Property
Mixed-use Development
Legal
Real Estate
Finance
Investment
Development
Asset Management
Risk Management
Commercial
Operations
Compliance
Construction
Property Management
Corporate Development
Strategy
Chief Executive Officer
Chief Financial Officer
Real Estate Director
Development Director
Investment Manager
Property Manager
Legal Counsel
Commercial Director
Asset Manager
Project Manager
Risk Manager
Acquisitions Manager
Portfolio Manager
Construction Manager
Head of Real Estate
Managing Partner
General Counsel
Finance Director
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