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EXHIBIT 10.24
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT is entered into, by and between Angeles
Mortgage Investment Trust, a California business trust ("AMIT"), and Satellite
Communications Partners, Ltd., a California limited partnership ("Satellite") by
execution on the dates indicated below.
RECITALS
A. AMIT and Satellite, along with others, are parties to a lawsuit
captioned Angeles Mortgage Investment Trust, et al. v. Insignia Financial Group,
Inc., et al., Case No. BC 085673 now pending in the Superior Court of the State
of California for the County of Los Angeles (the "Action").
B. Satellite contends that it deposited funds with AMIT or loaned funds
to AMIT (hereinafter the "Demand Deposit") which allegedly remains outstanding
in the principal amount of $1,150,000.00. AMIT commenced the Action requesting,
among other things, a declaration of the Court that AMIT is not indebted to
Satellite for the alleged Demand Deposit. Satellite cross-complained to recover
the alleged Demand Deposit from AMIT.
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C. The parties hereto desire to settle all claims alleged in the Action
between AMIT, on the one hand, and Satellite, on the other hand, in accordance
with the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. SETTLEMENT AMOUNT. AMIT shall, within five (5) business days after
Satellite's execution of the Settlement Agreement, pay to Satellite the sum of
$930,000.00 (the "Settlement Amount").
2. DISMISSAL. Upon execution of this Settlement Agreement by both
parties and payment of the Settlement Amount by AMIT to Satellite, the Complaint
in the Action will forthwith be dismissed, with prejudice, as among the parties
to this Settlement Agreement; and Satellite's Cross-Complaint in the Action will
forthwith be dismissed, with prejudice, as to all parties thereto; and the
parties hereto agree to cause their respective counsel of record in the Action
to execute and file such a Request for Dismissal. Such dismissal shall be
without an award of costs and shall provide that each party shall bear his or
its own costs of suit and attorneys' fees.
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3. RELEASES.
A. AMIT Release:
(i) Except as provided in paragraph 3(A)(ii) hereof,
AMIT hereby releases Satellite and, solely in their capacity as such
and solely with regard to their activities as such, its respective
existing and former officers, employees, directors, partners and
attorneys (collectively, the "Satellite Released Parties") from any and
all known claims, demands, debts, obligations, liabilities, costs,
expenses, rights of action, causes of action and judgments of any kind
or character whatsoever which AMIT has against the Satellite Released
Parties or any of them, arising prior to the date of execution of this
Settlement Agreement and relating to the Demand Deposit (the "AMIT
Released Claims");
(ii) The AMIT Released Claims shall not include: (a)
claims arising hereunder; or (b) a release or waiver of any rights or
defenses which AMIT may have against any person or entity to whom the
Demand Deposit or any portion thereof was disbursed, transferred or
loaned.
(iii) AMIT acknowledges that it may hereafter
discover facts different from or in addition to those which it now
knows or believes to be true with respect to the AMIT Released Claims
and agrees that this Settlement Agreement shall be and remain effective
in all respects
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notwithstanding such different or additional facts or the discovery
thereof.
B. Satellite Release:
(i) Except as provided in paragraph 3(B)(ii) hereof,
Satellite hereby releases AMIT and, solely in their capacity as such
and solely with regard to their activities as such, its existing and
former officers, directors, employees, trustees and attorneys ("AMIT
Released Parties") from any and all known claims, demands, debts,
obligations, liabilities, costs, expenses, rights of action, causes of
action and judgments of any kind or character whatsoever which
Satellite has against the AMIT Released Parties, or any of them,
arising prior to the date of execution of this Settlement Agreement and
relating to the Demand Deposit (the "Satellite Released Claims");
(ii) The Satellite Released Claims shall not include:
(a) claims arising hereunder, including, but not limited to, AMIT's
obligation to pay Satellite the Settlement Amount; or (b) a release or
waiver of any rights or defenses which Satellite may have against any
person or entity to whom the Demand Deposit or any portion thereof is
disbursed, transferred or loaned;
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(iii) Satellite acknowledges that it may hereafter
discover facts different from or in addition to those which it now
knows or believes to be true with respect to the Satellite Claims and
agrees that this Settlement Agreement shall be and remain effective in
all respects notwithstanding such different or additional facts or the
discovery thereof.
4. NO PRIOR ASSIGNMENT BY SATELLITE. Satellite represents, warrants and
covenants that it has not previously assigned or transferred any of the rights,
claims, demands or causes of action which are being released herein. In the
event that any right, claim, demand or cause of action should be asserted
against the AMIT Released Parties, or any of them, which, if successful, would
result in the breach of the foregoing representation, warranty or covenant,
Satellite shall forthwith (i) indemnify and hold harmless the AMIT Released
Parties against the assertion of any such claim, demand, right or cause of
action, (ii) provide a defense through any lawyer or lawyers designated by the
AMIT Released Parties, and (iii) pay the reasonable attorneys' fees and costs
incurred in defense of any such proceeding, including all such fees and costs on
appeal.
5. NO PRIOR ASSIGNMENT BY AMIT. AMIT represents, warrants and
covenants that it has not previously assigned or transferred to anyone any of
the rights, claims, demands or causes of action which are being released herein.
In the event that any right,
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claim, demand or cause of action should be asserted against the Satellite
Released Parties, or any of them, which, if successful, would result in the
breach of the foregoing representation, warranty or covenant, AMIT shall
forthwith (i) indemnify and hold harmless the Satellite Released Parties against
the assertion of any such claim, demand, right or cause of action, (ii) provide
a defense through any lawyer or lawyers designated by the Satellite Released
Parties, and (iii) pay the reasonable attorneys' fees and costs incurred in
defense of any such proceeding, including all such fees and costs on appeal.
6. ENTIRE AGREEMENT AND AMENDMENTS. This Settlement Agreement
constitutes the entire agreement among the parties hereto and it is expressly
understood and agreed that there are no agreements or understandings between the
parties other than those expressly set forth herein and any prior or
contemporaneous conversations, negotiations, representations, covenants and
warranties, express or implied, oral or written, are superseded by this
Settlement Agreement. This Settlement Agreement may not be altered, amended,
modified or otherwise changed in any respect whatsoever except by a writing duly
executed by an authorized representative of each of the parties, and the parties
agree that they shall make no claim at any time that this Settlement Agreement
has been altered, amended, modified or otherwise changed in any respect
whatsoever by any oral communication of any kind.
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7. NO ADMISSION OF LIABILITY. This Settlement Agreement and each
agreement herein and made hereunder is being made by way of settlement of claims
which are expressly disputed. Nothing in this Settlement Agreement is an
admission of any liability or responsibility by any party hereto and all parties
agree that they shall not characterize this settlement as an admission of
liability by any other party hereto. Neither this Settlement Agreement nor any
communications or negotiations in connection herewith may be offered into
evidence by anyone in the Action or in any other action, suit or proceeding
between AMIT and Satellite (except any such action, suit, arbitration or
proceeding to enforce the terms hereof).
8. ADVICE OF COUNSEL. Each and all of the parties confirm that they are
entering into this Settlement Agreement based upon the legal advice of their
attorneys, who are their attorneys of choice, that they have been afforded the
opportunity to discuss completely this Settlement Agreement and each of its
terms with their attorneys, and that each of these terms are fully understood
and voluntarily accepted.
9. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of, and shall be binding upon, the successors and assigns of the parties hereto.
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10. GOVERNING LAW. This Settlement Agreement shall be deemed to have
been executed and delivered within the State of California and the rights and
obligations of the parties hereunder shall be governed, construed and enforced
in accordance with the laws of the State of California.
11. COUNTERPARTS. This Settlement Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument. Any party may deliver
to the other party a facsimile copy of an executed counterpart of this
Settlement Agreement and upon the other party's receipt of such facsimile
counterpart, an executed counterpart of this Settlement Agreement shall be
deemed to have been delivered; provided, however, that the original of any
facsimile counterpart shall be furnished to the recipient of the facsimile
counterpart in due course. This Settlement Agreement shall not be binding upon
any party hereto until a counterpart hereof has been signed by all parties
hereto, AMIT has delivered an original counterpart hereof (signed by an
authorized representative of AMIT on its behalf) to Satellite, and Satellite has
delivered an original counterpart hereof (signed by an authorized representative
of Satellite on its behalf) to AMIT.
12. AUTHORITY. Each of the parties hereto represents and warrants that
the execution, delivery and performance of this Settlement Agreement has been
duly authorized.
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13. PRESS RELEASES. Satellite shall not issue any press releases
concerning the existence or terms of this Settlement Agreement without the prior
approval of AMIT, and Satellite shall notify AMIT of any intended public filings
concerning the existence or terms of this Settlement Agreement at least ten (10)
days prior to such public filing and shall apprise AMIT of the applicable
language which will be included in the public filing.
14. ATTORNEYS FEES. Should any party hereto take legal action to
enforce its rights and remedies hereunder the non-prevailing party shall pay to
the prevailing party all costs and attorneys' fees incurred in connection
therewith. Said costs and attorneys' fees shall include all post-judgment costs
and attorneys' fees, including costs and attorneys' fees for any appeal and for
efforts to collect upon any judgment, the right to recover which shall not merge
into any judgment.
Dated: May ___, 1995 ANGELES MORTGAGE INVESTMENT TRUST,
a California business trust
By:_______________________________
Xxxxxx X. Xxxxxxxxx
Its: President
Dated: May ___, 1995 SATELLITE COMMUNICATIONS PARTNERS,
LTD., a California limited
partnership
By:_______________________________
Its: General Partner
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