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Investment Property Partnership Agreement
"Need an Investment Property Partnership Agreement for a joint venture between two German corporations and a Swiss investment fund, focusing on commercial real estate development in Berlin, with expected closing by March 2025."
1. Parties: Identification and details of all partners, including registered addresses and legal status
2. Background: Context of the partnership formation and investment objectives
3. Definitions: Defined terms used throughout the agreement
4. Partnership Formation: Establishment of the partnership, its name, purpose, and registration requirements
5. Capital Contributions: Initial and subsequent capital contributions, valuation methods, and timing
6. Property Acquisition and Management: Procedures for property acquisition, management responsibilities, and decision-making processes
7. Partnership Interests: Partners' ownership percentages and voting rights
8. Profit and Loss Distribution: Formula and timing for distributing profits and losses
9. Management Structure: Management rights, responsibilities, and limitations
10. Partner Meetings: Procedures for regular and special meetings, voting requirements
11. Books and Records: Accounting requirements, record-keeping obligations, and access rights
12. Bank Accounts: Management of partnership funds and signing authorities
13. Transfer Restrictions: Limitations on transfer of partnership interests and right of first refusal
14. Term and Termination: Duration of partnership and termination procedures
15. Dissolution and Liquidation: Process for winding up the partnership and asset distribution
1. Foreign Investment Provisions: Special provisions for non-German partners, including tax considerations and reporting requirements
2. Development Projects: Specific provisions for property development activities, if applicable
3. Property Management Company: Terms regarding external property management if not managed internally
4. Financing Arrangements: Provisions for obtaining and managing external financing
5. Key Person Provisions: Requirements if specific partners are crucial to operations
6. Buy-Sell Provisions: Detailed mechanisms for partner buyouts in specific circumstances
7. Environmental Matters: Special provisions for environmental liability and compliance
8. Residential Tenant Provisions: Special provisions if properties include residential units
1. Schedule 1 - Property Details: Details of initial investment properties or target properties
2. Schedule 2 - Capital Contributions: Initial capital contributions of each partner
3. Schedule 3 - Business Plan: Initial business plan and investment strategy
4. Schedule 4 - Management Structure: Detailed management structure and procedures
5. Schedule 5 - Valuation Methodology: Agreed methods for property and interest valuation
6. Schedule 6 - Fee Structure: Management and other fee arrangements
7. Appendix A - Power of Attorney: Standard form of power of attorney for management actions
8. Appendix B - Transfer Notice: Standard form for transfer of partnership interests
9. Appendix C - Accession Agreement: Standard form for admitting new partners
Authors
Capital Contributions
Partnership Interests
Management Rights
Property Acquisition
Property Management
Decision Making
Voting Rights
Profit Distribution
Loss Allocation
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Financial Reporting
Accounting
Bank Accounts
Confidentiality
Non-Competition
Investment Committee
Partner Meetings
Default
Remedies
Force Majeure
Representations and Warranties
Indemnification
Insurance
Environmental Compliance
Tax Matters
Regulatory Compliance
Amendment
Term
Termination
Dissolution
Liquidation
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Further Assurance
Costs
Power of Attorney
Real Estate
Property Development
Investment Management
Commercial Property
Residential Property
Property Management
Financial Services
Construction
Real Estate Investment
Asset Management
Legal
Real Estate
Investment
Finance
Asset Management
Property Management
Tax
Compliance
Operations
Business Development
Real Estate Investment Manager
Property Development Director
Legal Counsel
Investment Director
Asset Manager
Property Manager
Financial Controller
Investment Analyst
Partnership Manager
Real Estate Portfolio Manager
Chief Investment Officer
Real Estate Operations Director
Compliance Officer
Tax Manager
Managing Partner
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