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Jv Agreement (Real Estate)
"I need a JV Agreement (Real Estate) for a joint venture between an Australian property developer and a New Zealand investment company to develop a commercial office complex in Auckland, with construction starting in March 2025 and including provisions for overseas investment approval."
1. Parties: Identification and details of all JV parties
2. Background: Context of the JV formation, including the purpose and objectives of the collaboration
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. JV Structure and Formation: Legal structure of the JV (company, partnership, or contractual) and formation details
5. Contributions and Funding: Parties' initial and ongoing contributions, including property, capital, and other assets
6. Ownership and Distribution: Ownership proportions, profit/loss sharing, and distribution mechanisms
7. Management and Control: Decision-making processes, management structure, and voting rights
8. Property Management: Arrangements for managing the real estate assets
9. Financial Matters: Financial management, accounting practices, and reporting requirements
10. Banking and Records: Banking arrangements and maintenance of financial and corporate records
11. Transfer Restrictions: Limitations on transfer of JV interests and property
12. Default and Remedies: Events of default and corresponding remedies
13. Termination: Circumstances and procedures for terminating the JV
14. Dispute Resolution: Procedures for resolving disputes between parties
15. Confidentiality: Protection of confidential information
16. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Development Project: Include when JV involves property development, covering construction, approvals, and project management
2. Overseas Investment: Required when foreign investors are involved, addressing compliance with Overseas Investment Act
3. Property Management Services: Include when one party provides specific property management services
4. Intellectual Property: Relevant when JV involves branding or proprietary systems
5. Employment Matters: Include when JV will have direct employees
6. Environmental Compliance: Required for properties with environmental considerations or obligations
7. Marketing and Leasing: Include for JVs focusing on commercial property leasing
8. Pre-emptive Rights: Optional mechanisms for parties to have first right of refusal on property sales
9. Refinancing Provisions: Include when future refinancing is contemplated
10. Tag-Along and Drag-Along Rights: Optional exit mechanisms for complex ownership structures
1. Property Details: Full legal description and details of real estate assets
2. Initial Contributions: Detailed schedule of each party's initial contributions
3. Business Plan: Initial business plan and strategy for the JV
4. Management Structure: Detailed organizational structure and key personnel
5. Financial Model: Projected financials and investment returns
6. Banking Mandates: Authorized signatories and banking arrangements
7. Deed of Accession: Template for admitting new parties to the JV
8. Property Management Agreement: Detailed terms of property management if applicable
9. Development Budget: Detailed budget for development projects if applicable
10. Valuation Methodology: Agreed methods for valuing JV assets
11. Reserved Matters: List of decisions requiring special approval
12. Form of Shareholder/Unitholder Resolution: Template for formal resolutions
Authors
Definitions
Interpretation
Formation of Joint Venture
Purpose and Scope
Term and Duration
Capital Contributions
Property Ownership
Funding Obligations
Distribution of Profits
Management Structure
Decision Making
Reserved Matters
Property Management
Development Rights
Financial Management
Accounting and Records
Banking Arrangements
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Deadlock Resolution
Default
Buy-Out Rights
Force Majeure
Termination
Confidentiality
Intellectual Property
Insurance
Compliance
Environmental Matters
Health and Safety
Employment
Anti-corruption
Dispute Resolution
Warranties
Indemnification
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Jurisdiction
Counterparts
Real Estate
Property Development
Construction
Property Investment
Property Management
Commercial Real Estate
Residential Real Estate
Infrastructure
Urban Development
Property Finance
Real Estate Investment Trusts (REITs)
Asset Management
Legal
Real Estate
Investment
Development
Finance
Compliance
Risk Management
Property Management
Commercial
Operations
Strategy
Asset Management
Project Management
Corporate Development
Chief Executive Officer
Managing Director
Real Estate Development Manager
Property Investment Manager
Chief Financial Officer
Legal Counsel
Commercial Director
Head of Real Estate
Investment Director
Property Portfolio Manager
Development Director
Joint Venture Manager
Asset Manager
Real Estate Operations Manager
Risk Manager
Compliance Officer
Investment Analyst
Project Manager
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