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The Real Estate Investment Agreement is a crucial document used in German real estate transactions to structure and formalize investment relationships between parties investing in real estate assets. It is particularly relevant when establishing joint ventures, investment funds, or direct property investments in Germany. The agreement must comply with German property law, investment regulations, and tax requirements, including the German Civil Code (BGB), Investment Code (KAGB), and Real Estate Transfer Tax Act (GrEStG). This document is essential for defining the investment structure, capital contributions, property management responsibilities, profit distribution, and exit mechanisms. It includes specific provisions required under German law for property transactions and investment vehicles, making it suitable for both domestic and international investors operating in the German real estate market.

1. Parties: Identification of all parties to the agreement, including full legal names, registration details, and addresses

2. Background: Context of the investment agreement, including brief description of the property and investment purpose

3. Definitions: Definitions of key terms used throughout the agreement

4. Property Details: Detailed description of the real estate property, including address, land register details, and current condition

5. Investment Structure: Details of the investment arrangement, including ownership percentages, capital contributions, and investment vehicle

6. Purchase Price and Payment Terms: Specification of the investment amount, payment schedule, and payment mechanisms

7. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity, authority, and the property's condition

8. Due Diligence: Requirements and processes for property and investment due diligence

9. Closing Conditions: Conditions precedent to closing the investment transaction

10. Management and Control: Governance structure, decision-making processes, and management responsibilities

11. Distribution of Profits and Losses: Terms for sharing returns, losses, and cash distributions

12. Transfer Restrictions: Limitations on transferring investment interests and right of first refusal provisions

13. Reporting and Information Rights: Requirements for financial reporting and investor information rights

14. Tax Matters: Tax-related provisions and responsibilities

15. Term and Termination: Duration of the agreement and circumstances for termination

16. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

17. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability