Blank Rome partner Ross E. Coe authored the Lexis Practical Guidance® clauses, Forced Sale Clause (90/10 Real Estate Joint Venture Agreement) and Forced Sale Clause (90/10 Real Estate Joint Venture Agreement) (ROFO to Purchase Project).
These clauses are examples of forced sale provisions for inclusion in a real estate joint venture limited liability company operating agreement. The clauses allow a member to force the joint venture to sell the real property or remaining project. The first clause provides any member the right to force a sale of the property and includes an optional clause allowing the non-initiating member to purchase the initiating member’s interest in the joint venture upon receiving a notice of forced sale. The second clause provides any member the right to force a sale of the remaining project and includes an option for the non-initiating member to purchase the remainder of the project prior to seeking a third-party buyer. Forced sale clauses are often included in 90/10 joint ventures as part of the exit strategies for the members.
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