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Joint Venture Agreement (Real Estate)
"I need a Joint Venture Agreement (Real Estate) for a partnership between a Swiss property developer and a German investment fund to develop a mixed-use commercial property in Zurich, with development starting in March 2025 and including specific Lex Koller compliance provisions."
1. Parties: Identification of the joint venture partners, including full legal names, registration details, and addresses
2. Background: Context of the joint venture, including the purpose, objectives, and brief description of the real estate project
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules
4. Formation of Joint Venture: Details of the JV structure, legal form, and registration requirements under Swiss law
5. Property Details: Specific details of the real estate property/properties involved, including legal descriptions and land registry information
6. Capital Contributions: Specification of initial and future capital contributions, including property contributions and valuations
7. Ownership and Profit Sharing: Distribution of ownership interests, profit sharing arrangements, and loss allocation
8. Management and Control: Governance structure, decision-making processes, and management responsibilities
9. Development and Operation: Plans for property development, operation, and management
10. Financial Matters: Financial management, accounting principles, and reporting requirements
11. Transfer Restrictions: Limitations on transfer of interests and property, including pre-emptive rights
12. Term and Termination: Duration of the joint venture and circumstances for termination
13. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law
14. General Provisions: Standard boilerplate clauses adapted to Swiss law requirements
1. Lex Koller Compliance: Required when any joint venture partner is a foreign person or entity, detailing compliance with foreign ownership restrictions
2. Development Agreement: Include when the joint venture involves new construction or significant renovation work
3. Property Management: Required when the joint venture will manage rental properties
4. Environmental Provisions: Include when dealing with properties that may have environmental concerns or requirements
5. Financing Arrangements: Required when external financing will be used for the project
6. Tax Structure: Detailed tax planning section when complex tax structures are involved
7. Exit Strategy: Detailed provisions for exit mechanisms when partners require specific exit options
8. Intellectual Property: Include when the joint venture involves branding or property-related IP rights
1. Property Schedule: Detailed description of all properties including land registry details, encumbrances, and current usage
2. Capital Contributions Schedule: Detailed breakdown of each partner's capital contributions, including valuation reports
3. Business Plan: Detailed business plan including development timeline, budget, and financial projections
4. Management Structure: Organizational chart and detailed management procedures
5. Due Diligence Reports: Summary of technical, legal, and financial due diligence findings
6. Required Permits: List of required permits and their status, including Lex Koller permits if applicable
7. Property Plans: Architectural plans, site plans, and development drawings
8. Service Agreements: Forms of property management, development, or other service agreements
9. Insurance Requirements: Detailed insurance specifications and requirements
Authors
Annual Budget
Articles of Association
Board
Business Day
Business Plan
Capital Account
Capital Contribution
Completion Date
Confidential Information
Construction Period
Control
Default Event
Default Notice
Development Costs
Development Period
Development Plan
Development Rights
Effective Date
Encumbrance
Event of Default
Exit Notice
Expert
Fair Market Value
Financial Year
Force Majeure
Grundbuch
Initial Capital Contribution
Interest
Joint Venture Company
Joint Venture Period
Land Registry Extract
Lex Koller Permit
Management Committee
Managing Partner
Material Adverse Change
Operating Account
Operating Costs
Operating Income
Ownership Interest
Parties
Permitted Transfer
Project
Project Accounts
Property
Property Management Agreement
Property Manager
Qualifying Transfer
Related Party
Relevant Authority
Reserved Matters
Share
Share Transfer
Shareholders Agreement
Swiss GAAP
Tag-Along Rights
Transfer
Valuation
Venture Assets
Capital Contributions
Property Transfer
Ownership Structure
Management Rights
Decision Making
Reserved Matters
Development Rights
Property Management
Financial Obligations
Profit Distribution
Loss Allocation
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Default
Force Majeure
Deadlock Resolution
Property Maintenance
Insurance
Regulatory Compliance
Lex Koller Compliance
Environmental Compliance
Representations and Warranties
Confidentiality
Non-Competition
Information Rights
Accounting and Reporting
Bank Accounts
Tax Matters
Indemnification
Term and Termination
Exit Rights
Change of Control
Anti-Corruption
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Severability
Entire Agreement
Amendments
Force and Effect
Real Estate
Construction
Property Development
Hospitality
Retail
Commercial Property
Residential Property
Infrastructure
Investment Management
Banking & Finance
Insurance
Property Management
Urban Development
Industrial Property
Logistics
Legal
Real Estate
Investment
Development
Finance
Compliance
Risk Management
Asset Management
Property Management
Corporate Development
Acquisitions
Strategy
Operations
Chief Executive Officer
Chief Investment Officer
Real Estate Director
Head of Real Estate
Development Director
Legal Counsel
Investment Manager
Asset Manager
Property Manager
Finance Director
Corporate Lawyer
Project Manager
Acquisitions Manager
Portfolio Manager
Risk Manager
Compliance Officer
Managing Partner
Real Estate Analyst
Transaction Manager
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