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Real Estate Investment Operating Agreement
"I need a Real Estate Investment Operating Agreement for a joint venture between a Singapore-based investment firm and a local Philippine developer to manage a portfolio of three commercial properties in Manila, with specific provisions for foreign ownership compliance and quarterly profit distribution arrangements."
1. Parties: Identification of all parties to the agreement, including investors, operators, and any special purpose vehicles
2. Background: Context of the investment arrangement and purpose of the agreement
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Investment Structure: Details of the investment vehicle, ownership percentages, and capital contributions
5. Property Details: Specific information about the real estate assets covered by the agreement
6. Management and Operations: Rights, duties, and responsibilities of the operator/manager
7. Financial Provisions: Capital calls, distributions, profit sharing, and accounting requirements
8. Regulatory Compliance: Compliance with Philippine laws, including foreign ownership restrictions and reporting requirements
9. Representations and Warranties: Standard representations and warranties from all parties
10. Covenants: Ongoing obligations of the parties
11. Term and Termination: Duration of the agreement and termination provisions
12. Exit Mechanisms: Procedures for transfer of interests, buy-out rights, and exit strategies
13. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Development Rights: Include when the investment involves property development or construction activities
2. Environmental Compliance: Include when the property requires specific environmental permits or compliance measures
3. Property Management: Include when there is a separate property management arrangement
4. Financing Provisions: Include when external financing or mortgages are part of the investment structure
5. Special Purpose Vehicle: Include when establishing a specific entity for the investment
6. Foreign Investment Provisions: Include when foreign investors are involved, addressing specific restrictions and requirements
7. Asset Management: Include when there is a separate asset management arrangement
8. Leasing Guidelines: Include when the property will be leased to tenants
1. Schedule A - Property Details: Detailed description of the property, including title information and encumbrances
2. Schedule B - Capital Contributions: Detailed breakdown of initial and committed capital contributions from each party
3. Schedule C - Management Services: Detailed scope of management services and performance metrics
4. Schedule D - Fee Structure: Comprehensive breakdown of all fees, including management fees and performance fees
5. Schedule E - Distribution Waterfall: Detailed structure of how distributions will be allocated among parties
6. Schedule F - Required Consents: List of required regulatory approvals and third-party consents
7. Schedule G - Insurance Requirements: Required insurance coverage and minimum limits
8. Appendix 1 - Form of Capital Call Notice: Standard form for issuing capital calls
9. Appendix 2 - Form of Transfer Notice: Standard form for transfer of interests
10. Appendix 3 - Compliance Certificates: Required compliance certificates and forms
Authors
Applicable Law
Asset Management Fee
Asset Manager
Authorized Representative
Business Day
Capital Account
Capital Contribution
Capital Call
Commencement Date
Confidential Information
Default Event
Development Plan
Distributable Cash
Distribution Period
Effective Date
Environmental Laws
Fair Market Value
Fiscal Year
Force Majeure Event
Foreign Investment Restrictions
Governmental Authority
Gross Asset Value
Initial Capital Contribution
Investment Committee
Investment Period
Investment Vehicle
Key Person
Local Operating Partner
Management Fee
Net Operating Income
Operating Budget
Operating Expenses
Operating Income
Operator
Performance Fee
Permitted Use
Philippine Peso
Property
Property Manager
Property Management Agreement
Real Estate Assets
REIT
Related Party
Required Consents
Reserved Matters
Securities and Exchange Commission
Security Interest
Special Purpose Vehicle
Subscription Amount
Target Return
Term
Transfer
Valuation Date
Zoning Laws
Capital Contributions
Property Management
Asset Management
Financial Distribution
Profit Sharing
Operational Control
Decision Making
Foreign Ownership
Regulatory Compliance
Environmental Compliance
Property Development
Confidentiality
Non-Competition
Force Majeure
Representations and Warranties
Indemnification
Insurance
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Buy-Sell Provisions
Default
Termination
Exit Rights
Dispute Resolution
Governing Law
Amendment
Assignment
Notices
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Tax Matters
Accounting and Reporting
Capital Call
Property Maintenance
Leasing
Development Rights
Environmental Matters
Local Government Compliance
Anti-Money Laundering
Authority and Capacity
Intellectual Property
Real Estate
Commercial Property
Residential Property
Industrial Property
Retail Property
Hospitality
Mixed-Use Development
Infrastructure
Construction
Property Management
Investment Management
Financial Services
Legal
Real Estate
Investment
Operations
Finance
Compliance
Risk Management
Business Development
Asset Management
Property Management
Corporate Secretariat
Due Diligence
Chief Executive Officer
Chief Financial Officer
Real Estate Investment Manager
Property Development Manager
Legal Counsel
Investment Director
Asset Manager
Operations Director
Compliance Officer
Property Manager
Investment Analyst
Real Estate Portfolio Manager
Business Development Director
Risk Manager
Corporate Secretary
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