EXHIBIT 7.8
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (the "AGREEMENT") is entered into as of
June 17, 1997 by and between Insignia Properties Trust, a Maryland business
trust ("IPT"); and Insignia Properties, L.P., a limited partnership organized
under the laws of the State of Delaware (the "PARTNERSHIP").
RECITALS
A. IPT owns the equity interests identified on Schedule A
hereto (the "INTERESTS").
B. IPT is the general partner of the Partnership.
C. IPT and the Partnership each desires that IPT contribute the
Interests to the Partnership in exchange for additional general partner units
of the Partnership ("GP UNITS").
In consideration of the foregoing and the mutual representations,
warranties, covenants and agreements contained herein, IPT and the Partnership
hereby agree as follows:
ARTICLE I.
CONTRIBUTION OF INTERESTS
1.01 CONTRIBUTION OF THE INTERESTS. Subject to the terms and conditions
of this Agreement, on the date hereof (the "CLOSING DATE"), IPT shall assign and
deliver to the Partnership as a Capital Contribution (as defined in the Second
Amended and Restated Agreement of Limited Partnership of Insignia Properties,
L.P. (the "PARTNERSHIP AGREEMENT")) all of its right, title and interest in and
to the Interests in exchange for the aggregate number of GP Units indicated on
Schedule A hereto, such GP Units to be allocated among the various Interests as
indicated on Schedule A.
1.02 ASSIGNMENT OF OWNERSHIP INTEREST. Effective as of the Closing
Date, IPT shall grant, assign, transfer, convey and deliver to the Partnership,
all of IPT's right, title and interest in and to the Interests free and clear of
all liens, encumbrances, security interests and competing claims, other than
those contained in the governing documents of the various entities to which the
Interests relate (the "GOVERNING AGREEMENTS").
1.03 ASSUMPTION OF OBLIGATIONS. By acceptance of this Agreement the
Partnership hereby agrees to be bound, from and after the Closing Date, by all
of the terms and provisions of the Governing Agreement as the holder of the
Interests and assumes and agrees to perform, pay and discharge in full, when
due, all of IPT's liabilities and obligations under the Governing Agreements
with respect to the Interests; provided, however, that this assumption shall
have application only to those liabilities and obligations of IPT first accruing
or arising on or after
the Closing Date and shall have no application to any such liabilities and
obligations accruing or arising prior to the Closing Date.
ARTICLE II.
DELIVERIES
2.01 DELIVERIES BY IPT. In addition to the Interests to be delivered to
the Partnership on the Closing Date, IPT will, upon request, promptly deliver
such approvals and documents as the Partnership may reasonably request as to the
legality, validity, binding effect or enforceability of this Agreement or any
other agreement or document delivered pursuant hereto.
2.02 EFFECT OF CONTRIBUTION. The Partnership will (i) issue the GP
Units to be issued pursuant hereto to IPT and (ii) credit the Capital Account
(as defined in the Partnership Agreement) of IPT accordingly.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF IPT
3.01 CONVEYANCE OF INTEREST. Upon the Closing Date, all of IPT's
right, title and interest in and to the Interests will be transferred to the
Partnership.
3.02 ORGANIZATION. IPT is validly existing and in good standing
under the laws of its state or organization.
3.03 AUTHORITY. IPT has the power and authority to carry on its
business as now conducted, and to execute and deliver this Agreement and to
perform is obligations hereunder. The execution, delivery and performance by IPT
of this Agreement have been duly authorized by all necessary corporate action;
and this Agreement has been duly executed and delivered by IPT and is
enforceable against IPT in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, receivership,
conservatorship, reorganization, liquidation, moratorium or similar events
affecting IPT or its assets, or by general principles of equity.
ARTICLE IV.
MISCELLANEOUS PROVISIONS
4.01 AMENDMENT AND MODIFICATION. This Agreement may be amended,
modified or supplemented only by written agreement of the parties hereto.
4.02 WAIVER OF COMPLIANCE CONSENTS. Any failure of a party to
comply with any obligation, covenant, agreement or condition herein may be
waived by the other party; provided, however, that any such waiver may be made
only by a written instrument signed by the party granting such waiver.
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4.03 ASSIGNMENT. This Agreement and all of the provisions
hereof shall be binding upon the parties herein and their respective successors
and permitted assigns and shall inure to the benefit of the parties hereto,
their respective successors and permitted assigns.
4.04 EXPENSES. Whether or not the transactions contemplated by
this Agreement shall be consummated, all fees and expenses (including all fees
of counsel and accountants) incurred by any party in connection with the
negotiation and execution of this Agreement shall be borne by such party.
4.05 FURTHER ASSURANCES. From time to time, at the request of
IPT or the Partnership and without further consideration, each party, at its own
expense, will execute and deliver such other documents, and take such other
action, as IPT or the Partnership may reasonably request in order to consummate
more effectively the transactions contemplated hereby and to vest in the
Partnership good and marketable title to the Interests.
4.06 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware (without regard
to its conflicts of law doctrines). IPT and the Partnership each (i) irrevocably
submits to the jurisdiction of any Delaware State court or federal court sitting
in Delaware in any action arising out of this Agreement or any instrument or
document delivered hereunder, (ii) agrees that all claims in such action may be
decided in such court, (iii) waives, to the fullest extent it may effectively do
so, the defense of inconvenient forum and (iv) consents to the service of
process by mail. A final judgment in any such action shall be conclusive and may
be enforced in other jurisdictions. Nothing herein shall affect the right of any
party to serve legal process in any manner permitted by law or affect its right
to bring any action in any other court.
4.07 COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument and shall become a binding
Agreement when one or more of the counterparts have been signed by each of the
parties and delivered to the other party.
4.08 HEADINGS. The article and section headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.
4.09 ENTIRE AGREEMENT. This Agreement (including Schedule A
hereto and any further instruments of assignment used to effect the
contributions contemplated hereby) embodies the entire agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
4.10 SEVERABILITY. If any one or more provisions contained in
this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if such invalid, illegal, or unenforceable provision had never
been contained herein.
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4.11 INCONSISTENCY OR CONFLICT. In the event of any
inconsistency or conflict between any provision of this Agreement and any
provision of the Partnership Agreement, the provision of this Agreement shall
govern.
4.12 SCHEDULES. Schedule A attached hereto is hereby
incorporated in and made a part of this Agreement as if set forth in full
herein.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
INSIGNIA PROPERTIES TRUST
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Vice President
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust, as General Partner
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Vice President
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