EXHIBIT 7.7
CONTRIBUTION AGREEMENT
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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