LSI 2010 Real Estate Joint Ventures conference materials.pdf
LSI 2010 Real Estate Joint Ventures conference materials.pdf
LSI 2010 Real Estate Joint Ventures conference materials.pdf
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Donald E. Percival of Davis Wright Tremaine LLP Speaker 27: 12<br />
(b) Parameters to address<br />
(i) Reps/warranties/indemnities/remedies<br />
(baskets/caps/claims periods)<br />
(ii) Remedies interwoven with other transactions<br />
7. If there are multiple receiving partners, need to deal with<br />
possibility that some, but not all, of receiving partners may wish to<br />
exercise purchase rights in response to offer from initiating<br />
partner:<br />
(a) Need mechanism for receiving partner to determine how<br />
much of initiating partner’s interest it will be<br />
entitled/obligated to buy<br />
(i) If only single round of exercise notices, receiving<br />
partner electing to purchase may not know how<br />
much of initiating partner’s interest it will become<br />
entitled/obligated to buy<br />
(ii) Round-robin election procedure would ensure that<br />
receiving partners that want to purchase may<br />
maintain their pro rata percentage interests relative<br />
to other purchasing partners<br />
(b) Must specify what happens if less than all of interests<br />
offered by initiating partner are subscribed for<br />
(c) May want to require affiliated receiving partners to act as<br />
one<br />
- 11 -<br />
Law Seminars International | <strong>Real</strong> <strong>Estate</strong> <strong>Joint</strong> <strong>Ventures</strong> and Funds | 02/09/10 in Seattle, WA
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