Exhibit 4.6
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of December 23, 1997 by and between BRE Properties, Inc., a
Maryland corporation (the "Company") and Xxxx Xxxxx Unit Investment Trust Series
7, Xxxx Xxxxx REIT Trust, December 1997 Series (the "Trust").
WHEREAS, on December 23, 1997, an aggregate of 728,929 shares of the
Company's common stock, $.01 par value (the "Shares"), was deposited into the
Trust; and
WHEREAS, in order to permit the Trust to freely offer and sell the
Shares so acquired, the Company has agreed to provide the Trust with the
registration rights provided herein.
NOW, THEREFORE, the parties hereto, in consideration of the foregoing,
the mutual covenants and agreements hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, hereby agree as follows:
ARTICLE 1. Registration Rights.
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The Trust shall be entitled to registration of its Registrable
Shares (as defined below) under the Securities Act of 1933, as amended (the
"Securities Act"), upon and subject to the terms and conditions set forth herein
(the "Registration Rights"). As used herein, the term "Registrable Shares" means
all of the Shares, excluding (i) any Shares that have been sold or otherwise
disposed of by the Trust under the Registration Statement (as hereinafter
defined) or other effective registration statement under the Securities Act or
pursuant to Rule 144 under the Securities Act, and (ii) any Shares that are
eligible for sale pursuant to Rule 144(k) under the Securities Act.
Section 1.1 Registration. The Company shall cause to be filed with
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the Securities and Exchange Commission (the "SEC"), no later than forty-five
(45) days after the date hereof, a registration statement ("Registration
Statement") under Rule 415 of the Securities Act and related prospectus
("Prospectus") that comply in all material respects with applicable SEC rules
providing for registration under the Securities Act of the offer and sale by the
Trust of all Registrable Shares. The Company shall (subject to Section 1.6
hereof) use its best efforts to cause such Registration Statement to be declared
effective by the SEC as soon as practicable. So long as any Shares remain
Registrable Shares, the Company shall (subject to Section 1.6 hereof) use its
reasonable efforts to keep the Registration Statement pursuant to this paragraph
effective with respect to all, and not less than all, of such Shares, until the
earlier of (i) such time as Form S-3 (or similar successor form of
registration statement) is not available to the Company for registration of the
Registrable Shares (the "S-3 Expiration Date") or (ii) the second anniversary
of the effectiveness thereof (the "Two Year Expiration Date").
Section 1.2 Registration Rights if Form S-3 is Not Available. The
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following provisions shall apply with respect to Registrable Shares held by the
Trust during the period, if any, beginning on the date of the occurrence of an
S-3 Expiration Date and ending on the date when the Company would no longer be
obligated to maintain the Registration Statement in effect pursuant to the terms
of Section 1.1 but for the occurrence of the S-3 Expiration Date (the
"Supplemental Rights Period"). During the Supplemental Rights Period, the Trust
shall have the following rights:
(a) Demand Right. The Trust may make a written request for
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registration under the Securities Act of all or part of its Registrable Shares
(a "Demand Registration"); provided, however, that (i) the Company shall not be
obligated to effect more than one Demand Registration in any twelve month
period, (ii) the number of Registrable Shares proposed to be sold by the Trust
upon written request shall have an estimated market value at the time of such
request (based upon the then market price of a Share) of at least $10,000,000
and (iii) the Trust shall be entitled to make a maximum of two Demand
Registrations. The Company shall (subject to Section 1.6 hereof) file any
registration statement required by this paragraph with the SEC within thirty
(30) days of receipt of the requisite Trust request and shall use its reasonable
efforts to cause such registration statement to be declared effective by the SEC
as soon as practicable thereafter. The Company shall (subject to Section 1.6
hereof) use its reasonable efforts to keep each such registration statement
filed hereunder continuously effective for a period of 90 days, unless such
offering is an underwritten offering and the managing underwriter requires that
the registration statement be kept effective for a longer period of time, in
which event for such longer period up to 120 days (such period, in each case, to
be extended by the number of days, if any, during which the Trust was not
permitted to make offers or sales under such registration statement by reason of
Section 1.6). The Company may elect to include in any such registration
statement additional shares of its common stock (the "Common Shares") to be
issued by the Company subject, in the case of an underwritten secondary Demand
Registration, to cutback by the managing underwriters. A registration shall not
constitute a Demand Registration under this Section 1.2(a) until it has been
declared effective.
(b) Piggyback Rights. If the Company at any time during the
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Supplemental Rights Period proposes to file a registration statement under the
Securities Act with respect to an offering of Shares solely for cash (other than
under a shelf Registration Statement filed pursuant to Section 1.1 hereof or a
registration statement (i) on Form S-8 or any successor form to such Form or in
connection with any employee or director welfare, benefit or compensation plan,
(ii) in connection with a rights offering exclusively to existing holders of
Common Shares or an offering solely to employees of the Company or its
subsidiaries or (iii) relating to a transaction pursuant to Rule 145 of the
Securities Act) the Company shall give written notice of the proposed
registration to the Trust not later than thirty (30) days prior to the filing
thereof. The Trust shall have the right to request that all or any part of the
Registrable Shares be included in the registration by giving written notice to
the Company within fifteen (15) days after the giving of the notice by the
Company; provided, however, that (A) if the registration relates to an
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underwritten primary offering on behalf of the Company and the managing
underwriters of the offering determine in good faith that the aggregate amount
of securities of the Company which the Trust and the Company propose to include
in the registration statement exceeds the
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maximum amount of securities that could practicably be included therein, the
Company will include in the registration, first, the securities which the
Company proposes to sell, second, pro rata, the securities of any prior holders
of piggyback registration rights, and third, pro rata, the Registrable Shares of
the Trust, (B) if the registration is an underwritten secondary registration on
behalf of any security holders of the Company (including the Trust) and the
managing underwriters determine in good faith that the aggregate amount of
securities which the Trust, such security holders and any prior holders of
piggyback registration rights propose to include in the registration exceeds the
maximum amount of securities that could practicably be included therein, the
Company will include in the registration, first, the securities to be sold for
the account of those holders who demanded the registration, second, pro rata,
the securities of any prior holders of piggyback registration rights, third, pro
rata, the Registrable Shares of the Trust, if the Trust did not exercise its
demand registration rights and fourth, pro rata, other securities to be sold for
the account of other holders electing to include securities in the registration.
(It is understood, however, that the underwriters shall have the right to
terminate entirely the participation therein of the Trust if the underwriters
eliminate entirely the participation in the registration of all the other
holders at a parity with the Trust electing to include (but not being entitled
to demand inclusion of) securities in the registration because it is not
practicable to include such securities in the registration.) If the registration
is not an underwritten registration, then all of the Registrable Shares
requested to be included in the registration shall be included. Registrable
Shares proposed to be registered and sold pursuant to an underwritten offering
for the account of the Trust shall be sold to prospective underwriters selected
by such holders and approved by the Company and on the terms and subject to the
conditions of one or more underwriting agreements negotiated between the
Company, the Trust and any other holders demanding registration and the
prospective underwriters. Registrable Shares need not be included in any
Registration Statement pursuant to this provision if in the opinion of counsel
to the Company reasonably acceptable to the Trust (a copy of which opinion is
delivered to the Trust) registration under the Securities Act is not required
for public distribution of the Registrable Shares without limitation as to
number or volume.
(c) Company Purchase. Upon receipt by the Company of a
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registration request pursuant to this Section 1.2, the Company may, but is not
obligated to, purchase from the Trust all, but not less than all, of the
Registrable Shares which are the subject of the request at a price per share
equal to the average closing prices of the Common Shares for the five trading
days immediately preceding the date of the registration request. In the event
the Company elects to purchase the Registrable Shares which are the subject of
request, the Company shall notify the Trust within five business days of the
date of receipt of the request by the Company, which notice shall indicate: (i)
that the Company will purchase the Registrable Shares which are the subject of
the request, (ii) the price per share, calculated in accordance with the
preceding sentence, which the Company will pay the Trust and (iii) the date upon
which the Company shall repurchase such Registrable Shares, which date shall not
be later than the tenth business day after receipt of the request relating to
such Registrable Shares. If the Company so elects to purchase the Registrable
Shares which are the subject of a registration request made pursuant to this
Section 1.2, then upon such purchase the Company shall be relieved of its
obligations under subsections 1.2(a) and (b) with respect to such Registrable
Shares or as a result of the registration notice.
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Section 1.3 Additional Registration Procedures.
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(a) The Company will provide to the Trust a reasonable number of
copies of any final Prospectus and any amendments or supplements thereto.
(b) The Company will use its reasonable efforts to register or
qualify the Registrable Shares under such other securities or blue sky laws of
such jurisdictions as the Trust reasonably requests and do any and all other
acts and things which may be reasonably necessary or advisable in connection
with the disposition of the Registrable Shares; provided that the Company will
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not be required to (i) qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this subparagraph,
(ii) subject itself to taxation in any such jurisdiction, (iii) consent to
general service of process in any such an jurisdiction, or (iv) qualify
Registrable Shares in a given jurisdiction where qualification would require the
Company to register as a broker or dealer in that jurisdiction.
(c) The Company will cause all Registrable Shares to be listed on
each securities exchange on which similar securities issued by the Company are
listed and to be qualified for trading on each system on which similar
securities issued by the Company are from time to time qualified.
Section 1.4 Cooperation. The Trust agrees to provide in a timely manner
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information regarding the proposed distribution of the Registrable Shares and
all other information reasonably requested by the Company in connection with
preparation of and for inclusion in the Registration Statement.
Section 1.5 Additional Shares. The parties agree that any Registration
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Statement may register shares that are not Registrable Shares but are shares
held by others, or to be issued to others, subject, however, to the terms and
conditions of this Agreement.
Section 1.6 Suspension of Offering. Notwithstanding the foregoing
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provisions of this Agreement, the Company shall not be required to file a
Registration Statement or to keep the Registration Statement effective if the
negotiation or consummation of a transaction by the Company or its subsidiaries
is pending or an event has occurred, which negotiation, consummation or event
would require additional disclosure by the Company in the Registration Statement
of material information which the Company (in the judgment of its Board of
Directors, President or Chief Executive Officer) has a bona fide business
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purpose for keeping confidential and the nondisclosure of which in the
Registration Statement might cause the Registration Statement to fail to comply
with applicable disclosure requirements; provided, however, that the Company (i)
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will promptly notify the Trust if entitled to registration of each such
determination and (ii) may not delay, suspend or withdraw the Registration
Statement for such reason more than twice in any twelve (12)-month period or
three times in any twenty-four (24) month period or for more than sixty (60)
days at any one time. Upon receipt of any notice from the Company of the
happening of any event during the period the Registration Statement is effective
which is of a type specified in the preceding sentence or as a result of which
the Registration Statement or related Prospectus contains any untrue statement
of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
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circumstances under which they were made (in the case of the Prospectus) not
misleading, the Trust agrees that it will immediately discontinue offers and
sales of the Registrable Shares under the Registration Statement until it
receives copies of a supplemented or amended Prospectus that corrects the
misstatement(s) or omission(s) referred to above and receives notice that any
post-effective amendment has become effective. If so directed by the Company,
the Trust will deliver to the Company any copies of the Prospectus covering the
Registrable Shares in its possession at the time of receipt of such notice.
Section 1.7 Expenses. The Company shall pay all expenses incident to
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the performance by it of its obligations under this Agreement, including (i) all
SEC or stock exchange registration, listing and filing fees, (ii) all expenses
incurred in connection with the preparation, printing and distributing of any
Registration Statement and Prospectus and any amended or supplemental
Prospectus, and (iii) fees and disbursements of counsel for the Company and of
the independent public accountants of the Company (including, without
limitation, comfort letters). The Trust shall be responsible for the payment of
any and all other expenses incurred by them in connection with the sale of the
Registrable Shares, including, without limitation, brokerage and sales
commissions, underwriting discounts, fees and disbursements of counsel
representing the Trust, and any transfer taxes relating to the sale or
disposition of the Registrable Shares by the Trust.
ARTICLE 2. Indemnification; Contribution.
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Section 2.1 Indemnification by the Company. The Company agrees to
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indemnify and hold harmless the Trust, its trustees and officers and each
person, if any, who controls the Trust within the meaning of Section 15 of the
Securities Act as follows:
(a) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any
amendment thereto) pursuant to which the Registrable Shares were registered
under the Securities Act, including all documents incorporated therein by
reference, or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not
misleading or arising out of any untrue statement or alleged untrue statement of
a material fact contained in any Prospectus (or any amendment or supplement
thereto), including all documents incorporated therein by reference, or the
omission or alleged omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading;
(b) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any claim whatsoever based upon
any such untrue statement or omission, or any such alleged untrue statement or
omission, if such settlement is effected with the written consent of the
Company, which shall not be unreasonably withheld; and
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(c) subject to the limitations set forth in Section 2.3, against any
and all expense whatsoever, as incurred (including reasonable fees and
disbursements of counsel), reasonably incurred in investigating, preparing or
defending against any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, in each case whether or
not a party, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under subparagraph (a) or (b) above;
provided however, that the indemnity provided pursuant to this Section 2.1 does
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not apply to the Trust with respect to any loss, liability, claim, damage or
expense that arises out of or is based upon (x) any untrue statement or alleged
untrue statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Company by the Trust
expressly for use in the Registration Statement (or any amendment thereto) or
the Prospectus (or any amended or supplement thereto) or (y) the Trust's failure
to deliver an amended or supplemental Prospectus provided by the Company if such
loss, liability, claim, damage or expense would not have arisen had such
delivery occurred.
Section 2.2 Indemnification by the Trust. The Trust agrees to indemnify
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and hold harmless the Company, and each of its directors and officers (including
each director and officer of the Company who signed the Registration Statement),
and each person, if any, who controls the Company within the meaning of Section
15 of the Securities Act, to the same extent as the indemnity contained in
Section 2.1 hereof (except that any settlement described in Section 2.1(b) shall
be effected with the written consent of the Trust, which shall not be
unreasonably withheld), but only insofar as such loss, liability, claim, damage
or expense arises out of or is based upon (x) any untrue statement or omission,
or alleged untrue statement or omission, made in the Registration Statement (or
any amendment thereto) or any Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by the Trust expressly for use in the Registration Statement (or
any amendment thereto) or the Prospectus (or any amendment or supplement
thereto) or (y) the Trust's failure to deliver an amended or supplemental
Prospectus provided by the Company if the loss, liability, claim, damage or
expense would not have arisen had such delivery occurred.
Section 2.3 Conduct of Indemnification Proceedings. Each indemnified
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party shall give reasonably prompt notice to each indemnifying party of any
action or proceeding commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify the indemnifying party (i) shall not
relieve it from any liability which it may have under the indemnity agreement
provided in Section 2.1 or 2.2 above, unless and to the extent it did not
otherwise learn of such action and the lack of notice by the indemnified party
results in the forfeiture by the indemnifying party of substantial rights and
defenses and (ii) shall not, in any event, relieve the indemnifying party from
any obligations to the indemnified party other than the indemnification
obligation provided under Section 2.1 or 2.2 above. If the indemnifying party
so elects within a reasonable time after receipt of notice, the indemnifying
party may assume the defense of the action or proceeding at the indemnifying
party's own expense with counsel chosen by the indemnifying party and approved
by the indemnified party, which approval shall not be unreasonably withheld;
provided, however, that, if the defendants in any such action or
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proceeding include both the indemnified party and the indemnifying party and the
indemnified party reasonably determines upon advice of counsel that a conflict
of interest exists where it is advisable for the indemnified party to be
represented by separate counsel or that, upon advice of counsel, there may be
legal defenses available to it which are different from or in addition to those
available to the indemnifying party, then the indemnified party shall be
entitled to separate counsel at the indemnifying party's expense, which counsel
shall be chosen by the indemnified party and approved by the indemnifying party,
which approval shall not be unreasonably withheld; provided, however, it is
understood that the indemnifying party shall not be liable for the fees, charges
and disbursements of more than one separate firm. If the indemnifying party
does not assume the defense, after having received the notice referred to in the
first sentence of this paragraph, the indemnifying party will pay the reasonable
fees and expenses of counsel for the indemnified party. In that event, however,
the indemnifying party will not be liable for any settlement effected without
the written consent of the indemnifying party, which shall not be unreasonably
withheld. If an indemnifying party assumes the defense of an action or
proceeding in accordance with this paragraph, the indemnifying party shall not
be liable for any fees and expenses of counsel for the indemnified party
incurred thereafter in connection with that action or proceeding except as set
forth in the proviso in the second sentence of this Section 2.3. Unless and
until a final judgment that an indemnified party is not entitled to the costs of
defense under the foregoing provision, the indemnifying party shall reimburse
promptly as they are incurred, the indemnified party's costs of defense.
Section 2.4 Contribution. To provide for just and equitable
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contribution in circumstances in which the indemnity agreement provided for in
this Section 2 is for any reason held to be unenforceable although applicable in
accordance with its terms, the Company and the Trust shall contribute to the
aggregate losses, liabilities, claims, damages and expenses of the nature
contemplated by the indemnity agreement incurred by the Company and the Trust,
in such proportion as is appropriate to reflect the relative fault of the
Company on the one hand and of the Trust on the other, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of the indemnifying party and indemnified party shall be
determined by reference to, among other things, whether the action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, has been made by, or relates to
information supplied by, the indemnifying party or the indemnified party, and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent the action.
The parties hereto agree that it would not be just or equitable if
contribution pursuant to this Section 2.4 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Article 2, the Trust shall not be
required to pay or contribute any amount in excess of the lesser of (i) the
total price at which the Registrable Shares of the Trust were sold to the public
or (ii) the amount of any damages which the Trust would otherwise have been
required to pay by reason of the untrue statement or omission.
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Notwithstanding the foregoing, no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 2.4, each trustee
and officer of the Trust and each person, if any, who controls the Trust within
the meaning of Section 15 of the Securities Act shall have the same rights to
contribution as the Trust, and each director of the Company, each officer of the
Company who signed the Registration Statement and each person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act
shall have the same rights to contribution as the Company.
ARTICLE 3. Miscellaneous.
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Section 3.1 Amendments and Waivers. The provisions of this Agreement
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may not be amended, modified, supplemented or waived without the written consent
of the Company and the Trust.
Section 3.2 Notices. All notices and other communications provided for
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or permitted hereunder shall be made in writing by hand delivery, registered
first-class mail (return receipt requested), telex, telecopier, or any courier
guaranteeing overnight delivery, to the Trust and to the Company at the address
indicated below:
If to the Trust:
Xxxx Xxxxx Unit Investment Trust, Series 7
Xxxx Xxxxx REIT Trust, December 1997 Series
The Bank of New York, Trustee
000 Xxxxxxx Xxxxxx, 00 Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxxxxx & Xxxxxx
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000
If to the Company:
One Xxxxxxxxxx Street, Suite 0000
Xxxxxxx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. XxXxxxxx
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Phone: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxxxxx Xxxxx & Xxxxxx LLP
Thirtieth Floor
Xxxx Building
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000
All notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; three (3) business days
after being deposited in the mail, postage prepaid, if mailed; when answered
back, if telexed; when receipt is acknowledged, if telecopied; or at the time
delivered, if delivered by an air courier guaranteeing overnight delivery.
Section 3.3 Assignment; Successors and Assigns. This Agreement and the
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rights granted hereunder are personal to and may not be assigned by the Trust.
Section 3.4 Governing Law. The laws of the State of Maryland shall
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govern all questions concerning the relative rights of the Company and its
shareholders and questions concerning the construction, validity and
interpretation of this Agreement, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of Maryland or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Maryland.
Section 3.5 Specific Performance. The parties hereto acknowledge that
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there would be no adequate remedy at law if any party fails to perform any of
its obligations hereunder, and accordingly agree that each party, in addition to
any other remedy to which it may be entitled at law or in equity, shall be
entitled to compel specific performance of the obligation of any other party
under this Agreement in accordance with the terms and conditions of this
Agreement in any court of the United States or any State thereof having
jurisdiction,
Section 3.6 Severability. If any provision of this Agreement is held to
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be illegal, invalid or unenforceable under any current or future law, and if the
rights or obligations of the parties under this Agreement would not be
materially and adversely affected thereby, such provision shall be fully
separable, and this Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part thereof,
the remaining provisions of this Agreement shall remain in full force and effect
and shall not be affected by the illegal, invalid or unenforceable provision or
by its severance therefrom. In lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as a part of this Agreement, a
legal, valid and enforceable provision as similar in terms to such illegal,
invalid or
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unenforceable provision as may be possible, and the parties hereto
request the court or any arbitrator to whom disputes relating to this Agreement
are submitted to reform the otherwise illegal, invalid or unenforceable
provision in accordance with this Section 3.6.
Section 3.7 Descriptive Headings. The descriptive headings of this
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Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
Section 3.8 Entire Agreement. This Agreement is intended by the parties
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as a final expression of their agreement and intended to be a complete and
exclusive statement of the 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.
Section 3.9 Counterparts. This Agreement may be executed simultaneously
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in two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together will constitute
one and the same Agreement.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be duly executed on its behalf as of the date first written above.
BRE PROPERTIES, INC.
By: /s/ Xxxxx X. XxXxxxxx
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Xxxxx X. XxXxxxxx
XXXX XXXXX UNIT INVESTMENT TRUST
SERIES 7, XXXX XXXXX REIT TRUST,
DECEMBER 1997 SERIES
BY: XXXX XXXXX XXXX XXXXXX,
INCORPORATED
as sponsor for the
Xxxx Xxxxx Unit Investment Trust Series 7, Xxxx
Xxxxx REIT Trust, December 1997 Series
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Its: Senior Executive Vice President
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