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Real Estate Limited Partnership Agreement
"I need a Real Estate Limited Partnership Agreement for a Dutch property development venture starting January 2025, with one general partner (a Dutch BV) and three institutional limited partners, focusing on residential development projects in Amsterdam with a total commitment of €50 million."
1. Parties: Identification of the General Partner(s) and Limited Partner(s), including their legal details and addresses
2. Background: Context of the partnership formation, investment strategy, and real estate focus
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Formation and Name: Establishment of the limited partnership, its name, registration requirements, and term
5. Purpose and Investment Objectives: Specific purpose of the partnership and its real estate investment strategy
6. Capital Contributions: Initial and subsequent capital contributions, commitment amounts, and capital call procedures
7. Partnership Interests: Classes of partnership interests, rights, and obligations attached to each class
8. Management and Control: Powers and duties of the General Partner, management structure, and decision-making processes
9. Real Estate Operations: Property acquisition, management, development, and disposition procedures
10. Distributions and Allocations: Distribution waterfall, profit/loss allocation, and distribution policies
11. Transfer Restrictions: Limitations on transfer of partnership interests and admission of new partners
12. Reporting and Administration: Financial reporting, accounting practices, and administrative responsibilities
13. Liability and Indemnification: Liability limitations, indemnification provisions for partners and management
14. Default and Remedies: Events of default, consequences, and available remedies
15. Term and Dissolution: Partnership duration, termination events, and dissolution procedures
16. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law
1. Investment Committee: Required when the partnership structure includes an investment committee for decision-making
2. Advisory Board: Included when the partnership establishes an advisory board for oversight and consultation
3. Co-Investment Rights: Used when partners or affiliates have rights to co-invest in specific properties
4. Development Projects: Required when the partnership engages in real estate development activities
5. Environmental Matters: Detailed section needed when environmental risks are significant consideration
6. Property Management: Include when the partnership will manage properties directly rather than outsource
7. Financing Arrangements: Detailed section needed when the partnership strategy involves significant leverage
8. REIT Compliance: Required if the partnership needs to comply with REIT requirements
9. Tax Matters: Expanded section needed for complex tax structures or international investors
1. Schedule 1 - Initial Partners and Capital Commitments: List of all partners and their initial capital commitments
2. Schedule 2 - Property Schedule: Details of initial property portfolio or target properties
3. Schedule 3 - Investment Guidelines: Detailed investment criteria and restrictions
4. Schedule 4 - Fee Structure: Management fees, promote structure, and other fee arrangements
5. Schedule 5 - Valuation Policy: Methodology for property and partnership interest valuation
6. Schedule 6 - Distribution Waterfall: Detailed calculations and examples of distribution waterfall
7. Appendix A - Form of Capital Call Notice: Standard form for issuing capital calls
8. Appendix B - Form of Transfer Agreement: Template for partnership interest transfers
9. Appendix C - Subscription Agreement: Standard form for new partner subscriptions
10. Appendix D - Management Agreement: Agreement with property manager if applicable
Authors
Real Estate
Property Development
Construction
Investment Management
Asset Management
Property Management
Financial Services
Professional Services
Infrastructure
Urban Development
Legal
Investment
Asset Management
Fund Management
Property Management
Finance
Tax
Compliance
Risk Management
Development
Acquisitions
Investment Operations
Corporate Services
Chief Investment Officer
Real Estate Investment Manager
Fund Manager
Asset Manager
Property Manager
Legal Counsel
Tax Director
Financial Controller
Investment Analyst
Development Director
Portfolio Manager
Compliance Officer
Risk Manager
Managing Partner
Investment Director
Chief Financial Officer
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