EXHIBIT 7.2
CONTRIBUTION AGREEMENT
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THIS CONTRIBUTION AGREEMENT (the "AGREEMENT") is entered into as of
June 17, 1997 by and between Insignia Financial Group, Inc., a corporation
organized under the laws of the State of Delaware ("INSIGNIA"); and Insignia
Properties Trust, a Maryland business trust (the "TRUST").
RECITALS
A. Insignia owns the equity interests identified on Schedule A
hereto (the "INTERESTS").
B. Insignia is currently a shareholder of the Trust.
C. Insignia and the Trust each desires that Insignia contribute
all of the Interests to the Trust in exchange for additional common shares of
beneficial interest of the Trust ("SHARES").
In consideration of the foregoing and the mutual representations,
warranties, covenants and agreements contained herein, Insignia and the Trust
hereby agree as follows:
ARTICLE 1
CONTRIBUTION OF INTERESTS
1.1 CONTRIBUTION OF THE INTERESTS. Subject to the terms and
conditions of this Agreement, Insignia hereby assigns and delivers to the
Trust all of its right, title and interest in and to the Interests in exchange
for the aggregate number of Shares indicated on Schedule A hereto, such Shares
to be allocated among the various Interests as indicated on Schedule A.
1.2 ASSIGNMENT OF OWNERSHIP INTERESTS. Insignia hereby
grants, assigns, transfers, conveys and delivers to the Trust, all of
Insignia'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").
1.3 ASSUMPTION OF OBLIGATIONS. By acceptance of this
Agreement the Trust hereby agrees to be bound, from and after the date hereof,
by all of the terms and provisions of the Governing Agreements as the holder
of the Interests and assumes and agrees to perform, pay and discharge in full,
when due, all of Insignia'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
Insignia first accruing or arising
on or after the date hereof and shall have no application to any such
liabilities and obligations accruing or arising prior to the date hereof.
ARTICLE 2
DELIVERIES
2.1 DELIVERIES BY INSIGNIA. In addition to the Interests,
Insignia will, upon request, promptly deliver such approvals and documents as
the Trust may reasonably request as to the legality, validity, binding effect
or enforceability of this Agreement or any other agreement or document
delivered in connection herewith.
2.2 EFFECT OF CONTRIBUTION. The Trust will deliver to
Insignia a certificate or certificates evidencing the Shares to be issued
pursuant hereto.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF INSIGNIA
3.1 CONVEYANCE OF INTEREST. Upon execution and delivery of
this Agreement, all of the Interests will be transferred to the Trust.
3.2 ORGANIZATION. Insignia is a corporation validly existing
and in good standing under the laws of its state of incorporation.
3.3 AUTHORITY. Insignia has the corporate power and
authority to carry on its business as now conducted, and to execute and
deliver this Agreement, and to perform its obligations hereunder. The
execution, delivery and performance by Insignia of this Agreement have been
duly authorized by all necessary corporate action; and this Agreement has been
duly executed and delivered by Insignia and is enforceable against Insignia in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, receivership, conservatorship, reorganization,
liquidation, moratorium or similar events affecting Insignia or its assets, or
by general principles of equity.
ARTICLE 4
MISCELLANEOUS PROVISIONS
4.1 AMENDMENT AND MODIFICATION. This Agreement may be
amended, modified or supplemented only by written agreement of the parties
hereto.
4.2 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.
4.3 ASSIGNMENT. This Agreement and all of the provisions
hereof shall be binding upon the parties hereto and their respective
successors and permitted assigns and shall inure to the benefit of the parties
hereto, their respective successors and permitted assigns.
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4.4 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 and the Assignment Agreement shall
be borne by such party.
4.5 FURTHER ASSURANCES. From time to time, at the request of
Insignia or the Trust and without further consideration, each party, at its
own expense, will execute and deliver such other documents, and take such
other action, as Insignia or the Trust may reasonably request in order to
consummate more effectively the transactions contemplated hereby and to vest
in the Trust good and marketable title to the Interests.
4.6 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). Insignia and the Trust 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.
4.7 COUNTERPARTS. This Agreement may be executed in two or
more 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.
4.8 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.
4.9 ENTIRE AGREEMENT. This Agreement (including Schedule A
hereto and any further instruments of assigned 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.
4.11 SCHEDULES. Schedule A attached hereto is hereby
incorporated in and made a part of this Agreement as if set forth in full
herein.
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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 FINANCIAL GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Senior Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Vice President
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