EXHIBIT 99.2
ASSIGNMENT AGREEMENT
This ASSIGNMENT AGREEMENT (this "Agreement"), dated and effective as of
August 23, 2002 (the "Effective Date"), is by and between SATICOY INVESTMENTS
COMPANY, LLC, a Delaware limited liability company ("Assignor"), and AIMCO
PROPERTIES, L.P., a Delaware limited partnership (the "Assignee").
RECITALS:
A. On December 16, 1985, Angeles Partners XIV, L.P., a California
limited partnership ("Angeles XIV"), executed and delivered to Angeles Capital
Investments, Inc., a California corporation ("Original Lender") a non-recourse
(to the general partner and limited partners), unsecured Promissory Note in the
original principal amount of $5,000,000,00. The Promissory Note was modified and
amended by that certain Note Modification Agreement dated November 24,1992 (as
amended, "Note A").
B. Pursuant to that certain Revolving Credit Agreement (the "Revolving
Credit Agreement") dated September 9, 1986, between Angeles XIV and Angeles
Finance Partners ("AFP"), AFP made a loan to Angeles XIV in the original
principal amount of $1,814,177.00, which loan was evidenced by that certain
Promissory Note dated September 9, 1986, as amended by that certain Note
Modification Agreement dated November 24, 1992 (as amended, "Note B").
C. Note A, Note B, the Revolving Credit Agreement and all other related
agreements or instruments evidencing or securing Note A and Note B, including
any and all subsequent amendments or modifications thereto, and also including
but not limited to, the Judgment (defined below) are hereinafter collectively
referred to as the "Loan Documents".
D. Angeles XIV has defaulted on the obligations set forth in Note A and
Note B and the indebtedness secured by the Loan Documents has been accelerated.
E. Angeles Acceptance Pool, L.P. ("AAP"), the successor in interest to
Original Lender in the Loan Documents, filed that certain cause of action in the
Circuit Court of Madison County, Alabama, under Cause No. CV-98-1748-JPS, and
obtained a judgment against Angeles XIV on or about December 11, 1998 (the
"Judgment").
F. Assignor is the current owner and holder of the Loan Documents.
G. Assignor was the plaintiff in that certain proceeding styled Saticoy
Investments Company, LLC, vs. Angeles Partners XIV, filed in the Superior Court
for the State of California, County of Los Angeles, Case No. BS067212 (the
"Angeles XIV Proceedings").
H. Assignor and Assignee have agreed that Assignor shall sell,
transfer, assign, grant and convey unto Assignee, and the Assignee shall
purchase from the Assignor, all of Assignor's rights, title and interest in the
Loan Documents, including but not limited to the Judgment together with any
rights, claims, and causes of action relating to any of the Loan Documents or
the obligations evidenced thereby (the Loan Documents, the Judgment and all
rights, title and interest of Assignor thereunder, including all sum or sums of
money that may be obtained by means thereof, are collectively referred to herein
as the "Assigned Rights"), all subject to the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the promises contained herein and
for other good and valuable consideration, the adequacy, receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. CLOSING. Upon receipt of the Purchase Price (defined below),
which shall be paid on or before August 25, 2002 (the "Closing Date") and
subject to the terms and conditions of this Agreement, Assignor agrees to
irrevocably sell, transfer, assign, grant and convey unto Assignee, its
successors and assigns, as of July 1, 2002, the Assigned Rights AS IS WHERE IS
WITH ALL FAULTS, without recourse and without warranty or representation,
express or implied, except as specifically set forth herein. As full
consideration for the sale of the Assigned Rights, the Assignee shall pay to the
Assignor at Closing the sum of One Million Six Hundred Ninety-One Thousand Nine
Hundred Fifty-Three Dollars ($1,691,953) (the "Purchase Price") by wire transfer
of immediately available funds to an account designated in writing by the
Assignor. At Closing and to the extent in Assignor's possession, the Assignor
shall deliver to the Assignee originals of each of the Loan Documents, with
assignments thereof in favor of the Assignee duly executed by the Assignor and
in form similar to that set forth on Exhibit A attached hereto and incorporated
herein, together with all files in its possession relating to any of the Loan
Documents or the indebtedness evidenced thereby, as expeditiously as
practicable. The consummation of the transactions contemplated hereunder shall
be referred to herein as the "Closing".
SECTION 2. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR. Assignor hereby
represents and warrants to Assignee that:
(a) Assignor is the sole owner and holder of the Loan Documents
and sole beneficiary under the Judgment. The Assigned Rights
have not been released or subordinated by Assignor and are not
currently subject to any prior assignment, lien, claim, or
encumbrance of any kind or nature whatsoever.
(b) Assignor has all requisite power and authority and has taken
all actions necessary to execute and deliver and to perform
all of its obligations under this Agreement, and this
Agreement will not violate any agreement to which Assignor is
a party. This Agreement constitutes the legal, valid, and
binding obligation of the Assignor, enforceable against it in
accordance with its terms.
(c) Assignor represents and warrants that it has not collected or
received any part of the sum owing on the Judgment, nor
released or discharged the Judgment, and that the Judgment is
free from attorneys' liens.
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(d) The Angeles XIV Proceedings were dismissed without prejudice.
There have been no proceedings, claims or litigation asserted
by or against Assignor relating to the Assigned Rights other
than the Angeles XIV Proceedings.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE. Assignee hereby
represents and warrants to Assignor, its successors and assigns, that:
(a) Assignee has all requisite power and authority and has taken
all actions necessary to execute and deliver and to perform
all of its obligations under this Agreement. This Agreement is
the legal, valid, and binding obligation of the Assignee,
enforceable against it in accordance with its terms.
(b) Notwithstanding the fact that Assignor may have made certain
files available to Assignee for review and may have provided
Assignee with certain information regarding the Assigned
Rights, Assignee has made such independent examination, review
and investigation of the facts and circumstances as it has
deemed necessary and appropriate to evaluate the Loan
Documents, the Judgment and the Assigned Rights in general.
Assignee acknowledges and agrees that except as set forth
herein, Assignee is purchasing the Assigned Rights AS IS WHERE
IS, WITH ALL FAULTS, and Assignor has made no representations
or warranties and makes no representations or warranties,
express or implied, with respect to the Assigned Rights,
Judgments and/or the Loan Documents, including without
limitation amounts owing under the Assigned Rights, Judgment
and/or Loan Documents, the enforceability of the Assigned
Rights, Judgment and/or Loan Documents, or the collectibility
of any amounts owed thereunder.
The representations and warranties contained herein shall survive
Closing for a period of ninety (90) calendar days.
SECTION 4. PAYMENTS. Assignor agrees that it will not collect or
receive any part of the payments due from the Assigned Rights, release nor
discharge any part thereof, or take any action to enforce any claim or right as
to any of the Assigned Rights. If the Assignor receives, or has received, any
payment on account of the Assigned Rights on and after June 30, 2002, the
Assignor shall promptly deliver such payment to the Assignee.
SECTION 5. MUTUAL RELEASE At Closing, Assignee agrees to (i) execute
and deliver and (ii) to obtain from Angeles XIV an executed Release of Lender in
the form attached hereto as Exhibit B and incorporated herein. At Closing,
Assignor agrees to execute and deliver an executed Release in the form attached
hereto as Exhibit C and incorporated herein.
SECTION 6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations, warranties and covenants of the parties contained herein shall
survive the consummation of the transactions contemplated in this Agreement.
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SECTION 7. FURTHER ASSURANCES. Assignor and Assignee shall each execute
and deliver to the other all further documents or instruments reasonably
requested by either of them in order to effect the intent of this Agreement and
to obtain the full benefit of this Agreement.
SECTION 8. GOVERNING LAW. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Colorado without
reference to the conflicts of law principles thereof.
SECTION 9 . ENTIRE AGREEMENT. This written agreement represents the
final agreement between the parties and may not be contradicted by evidence of
prior, contemporaneous or subsequent oral agreements of the parties.
SECTION 10. MODIFICATIONS. This Agreement may be changed only by an
instrument in writing signed by the party against which enforcement of such
change is sought.
SECTION 11. SEVERABILITY. If any provision of this Agreement shall be
determined to be invalid, illegal or unenforceable, the balance of this
Agreement shall remain in full force and effect and if any provision is
inapplicable to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances.
SECTION 12. NOTICES. All notices to Assignor shall be given to it by
registered or certified mail, return receipt requested, or by overnight courier,
at:
Saticoy Investments Company, LLC
c/o The PNL Companies
0000 Xxx Xxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxxxx
All notices to Assignee shall be given to it by registered or certified
mail, return receipt requested, or by overnight courier, at:
AIMCO Properties, L.P.
0000 Xxxxx Xxxxxxxx Xxxxxxxxx
Tower Two
Suite 2-1000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxx
All notices required or permitted hereunder, when sent in compliance
with the foregoing, will be effective when sent.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement under
seal as of the date first above written.
ASSIGNOR: SATICOY INVESTMENTS COMPANY, LLC, A
DELAWARE LIMITED LIABILITY COMPANY
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
(Seal) Name: Xxxxx X. Xxxxxx
----------------------------------------
Title: Manager
----------------------------------------
ASSIGNEE: AIMCO PROPERTIES, L.P., A DELAWARE LIMITED
PARTNERSHIP
BY: AIMCO-GP, INC., GENERAL PARTNER
(Seal) By: /s/ Xxxx X. Chi
----------------------------------------
Name: Xxxx X. Chi
----------------------------------------
Title: Senior Vice President
----------------------------------------
CONSENTED, AGREED TO AND ACCEPTED BY:
BORROWER:
ANGELES PARTNERS XIV, L.P., A CALIFORNIA
LIMITED PARTNERSHIP
BY: ANGELES REALTY CORPORATION II, GENERAL PARTNER
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
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Title:
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EXHIBIT A
ASSIGNMENT OF ASSETS
This Assignment of Assets ("Assignment") is executed to be effective
the 1st day of July, 2002 by and between AIMCO Properties, L.P., a Delaware
limited partnership ("Assignee"), and Saticoy Investments Company, LLC, a
Delaware limited liability company ("Assignor").
RECITALS
A. Assignor and Assignee, among others, executed that certain Assignment
Agreement dated August 23, 2002 (the "Purchase Agreement"), wherein the
Assignor agreed to convey certain assets to Assignee.
B. Assignor desires to convey to Assignee the documents set forth on
Exhibit A attached hereto and incorporated herein (the "Loan
Documents") and all rights, title and interest of Assignor thereunder,
including the sum or sums of money that may be obtained by means
thereof (the "Assigned Rights").
Now, therefore, for valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized Terms. Capitalized terms used herein shall bear
the same meaning ascribed to them in the Purchase Agreement.
2. Assignment. Assignor hereby assigns, sells, transfers and
conveys, and does hereby assign, sell, transfer and convey
unto Assignee as of July 1, 2002, the Loan Documents and the
Assigned Rights. This Assignment is made AS IS WHERE IS WITH
ALL FAULTS and without representation or warranty, expressed
or implied, except as set forth in the Purchase Agreement.
3. Governing Law. This Assignment shall be governed by the laws
of the State of Colorado.
4. Counterparts. To facilitate execution, this Agreement may be
executed in as many counterparts as may be convenient or
required. It shall not be necessary that the signature of, or
on behalf of any party, appear on each counterpart. All
counterparts shall collectively constitute a single
instrument. It shall not be necessary in making proof of this
Assignment to produce or account for more than a single
counterpart containing the respective signatures and
acknowledgements of each of the parties hereto.
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Executed to be effective as of the date first set forth above.
ASSIGNOR:
SATICOY INVESTMENTS COMPANY LLC,
a Delaware limited liability company
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxx
----------------------------------
Its: Manager
----------------------------------
AIMCO Properties, L.P.,
a Delaware limited partnership
By: AIMCO-GP, Inc., General Partner
By: /s/ Xxxxxxx X. Xxxx
----------------------------------
Name: Xxxxxxx X. Xxxx
----------------------------------
Title:
----------------------------------
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EXHIBIT A TO ASSIGNMENT OF ASSETS
(a) Promissory Note dated December 16, 1985 in the original principal
balance of $5,000,000 executed by Angeles Partners XIV, a California partnership
payable to the order of Angeles Capital Investments, Inc., a California
corporation as modified and amended by that certain Note Modification Agreement
dated as of November 24, 1992 by and between the borrower and original payee.
(b) Promissory Note dated September 9, 1986 in the original principal
balance of $1,814,177 executed by Angeles Partners XIV, a California limited
partnership payable to the order of Angeles Finance Partners as modified and
amended by that certain Note Modification Agreement dated as of November 24,
1992 by and between the borrower and Angeles Capital Investments.
(c) Judgment entered in the Circuit Court for Madison County, Alabama
under Case No. CV-98-1748-JPS.
(d) Certificate of Judgment entered in the Circuit Court of Madison
County, Alabama entered in Case No. CV-98-1748-JPS.
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EXHIBIT B TO ASSIGNMENT AGREEMENT
RELEASE OF LENDER
This Release of Lender ("Release") is executed this _______ day of
________________, 2002, by AIMCO Properties, L.P., a Delaware limited
partnership ("Aimco"), Angeles Partners XIV, L.P., a California limited
partnership ("Borrower"), in favor of Saticoy Investments Company, LLC
("Lender") and the Released Parties defined below.
For and in consideration of Ten Dollars and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Borrower hereby makes the following release of claims:
1. As used in this Release, the following terms shall have the
meanings set forth below unless otherwise specified:
"Claims" shall mean any and all claims, counterclaims, demands,
actions, causes of actions, suits, debts, costs, dues, sums of money,
accounts, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages,
judgments, executions, expenses and liabilities whatsoever, known or
unknown, at law or in equity, irrespective of whether such claims arise
out of contract, tort, violation of laws or regulations or otherwise,
which Borrower or AIMCO ever had, now has or hereafter can, shall or
may have against the Released Parties or any of them for, upon, or by
reason of any matter, cause or thing whatsoever from the beginning of
the world to and including the date of this Release relating to the
Angeles XIV Loan Documents, the Angeles XIV Judgment, the Assignment
Agreement (hereinafter defined) or the Angeles XIV Proceedings. Without
limiting the generality of the foregoing, the term "Claims" shall
include, without limitation, any loss, liability, expense and/or
detriment, of any kind or character, in any way arising out of,
connected with, or resulting from the acts or omissions of the Released
Parties or any of them, including, without limitation, the contracting
for, charging, taking, reserving, collecting or receiving interest in
excess of the highest lawful rate, any breach of fiduciary duty, breach
of any duty of fair dealing, breach of confidence, cause of action or
defenses based on the negligence of Released Parties of any "lender
liability" theories, breach of funding commitment, undue influence,
duress, economic coercion, conflict of interest, negligence, bad faith,
malpractice, violations of the Racketeer Influenced and Corrupt
Organizations Act, intentional or negligent infliction of mental
distress, tortious interference with contractual relations, tortious
interference with corporate governance or prospective business
advantage, breach of contract, fraud, mistake, deceptive trade
practices, libel, slander, conspiracy, or any claim for wrongfully
taking any action in connection with the Angeles XIV Loan Documents,
the Angeles XIV Judgment, or the Angeles XIV Proceedings.
"Settlement Agreement" shall mean the Forbearance Agreement dated as of
June 1, 2001, by and among Lender, Angeles Partners XIV, L.P., a
California limited partnership, and Angeles Partners VIII, L.P., a
California limited partnership.
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"Released Parties" shall mean Lender, Lender's asset manager, Lender's
subasset manager, any subsidiary or affiliate of Lender, and any
predecessors, successors, or assigns of any of the foregoing, and the
respective agents, trustees, beneficiaries, officers, directors,
shareholders, attorneys, employees, independent contractors, partners,
members, manager and representatives of any of the foregoing.
All initially capitalized terms used herein which are not defined in
this Paragraph 1 shall have the meanings set forth in the Settlement Agreement.
All of the terms, provisions and conditions of the Settlement Agreement are
incorporated herein by reference and made a part hereof for all purposes.
2. Borrower hereby irrevocably and unconditionally REMISES,
RELEASES, ACQUITS, SATISFIES, WAIVES, and FOREVER DISCHARGES the Released
Parties and their respective heirs, personal representatives, successors and
assigns from all Claims.
3. Borrower hereby represents and warrants to the Released
Parties that it has not assigned, pledged, or contracted to assign or pledge or
otherwise disposed of any of the Claims.
4. This Release shall be binding upon Borrower and its legal
representatives, successors and assigns.
5. This Release includes a release of, and shall inure to the
benefit of, all the Released Parties and their respective heirs, legal
representatives, successors, assigns, directors, trustees, officers, agents,
servants, employees and attorneys, past, present and future.
6. This Release, the Assignment Agreement dated August __,
2002 by and between AIMCO and Lender ("Assignment Agreement") and the Settlement
Agreement constitute the entire agreements among the parties with respect to the
subject matter hereof. It is expressly understood and agreed that this Release
may not be altered, amended, modified or otherwise changed in any respect
whatsoever except by a writing duly executed by authorized Released Parties.
This Release shall be construed and interpreted in accordance with, and governed
and enforced in all respects by the laws of the State of California without
giving effect to the conflict of laws principles of such state. In any action to
enforce or interpret this Release the prevailing party shall, in addition to all
other relief, be entitled to an award for its attorneys' fees.
7. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER DOES
HEREBY INTENTIONALLY, KNOWINGLY, VOLUNTARILY, UNCONDITIONALLY AND IRREVOCABLY
WAIVE ITS RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS RELEASE (INCLUDING, WITHOUT
LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS RELEASE OR ANY CLAIMS OR
DEFENSES ASSERTING THAT THIS RELEASE WAS FRAUDULENTLY INDUCED OR IS OTHERWISE
VOID OR VOIDABLE). THE FOREGOING WAIVER BY BORROWER IS A MATERIAL INDUCEMENT FOR
THE RELEASED PARTIES TO ACCEPT THIS RELEASE ENTER INTO THE SETTLEMENT AGREEMENT.
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8. Borrower hereby agrees, represents and warrants that it has
had advice of counsel of its own choosing in negotiations for and the
preparation of this Release, that it has read the provisions of this Release,
and that it is fully aware of its contents and legal effect.
9. Except as contained in this Release, the Assignment
Agreement and the Settlement Agreement, Borrower and AIMCO hereby acknowledge
and agree that neither has relied upon any representation of any kind made by
Lender or any of the other Released Parties in making the foregoing release.
EXECUTED as of the _________ day of _____________, 2002.
BORROWER:
ANGELES PARTNERS XIV, L.P.,
a California limited partnership
By: Angeles Realty Corporation II
Its: General Partner
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
---------------------------------
Title:
---------------------------------
B-3
AIMCO
AIMCO PROPERTIES, L.P., A DELAWARE
LIMITED PARTNERSHIP
BY: AIMCO-GP, INC., GENERAL PARTNER
(Seal) By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
---------------------------------
Title:
---------------------------------
B-4
EXHIBIT C TO ASSIGNMENT AGREEMENT
RELEASE OF ASSIGNEE
This Release of Assignee ("Release") is executed this _______ day of
________________, 2002, by Saticoy Investments Company, LLC ("Saticoy") in favor
of AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO") and the
Released Parties defined below.
For and in consideration of Ten Dollars and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Saticoy hereby makes the following release of claims:
1. As used in this Release, the following terms shall have the
meanings set forth below unless otherwise specified:
"Claims" shall mean any and all claims, counterclaims, demands,
actions, causes of actions, suits, debts, costs, dues, sums of money,
accounts, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages,
judgments, executions, expenses and liabilities whatsoever, known or
unknown, at law or in equity, irrespective of whether such claims arise
out of contract, tort, violation of laws or regulations or otherwise,
which Saticoy ever had, now has or hereafter can, shall or may have
against the Released Parties or any of them for, upon, or by reason of
any matter, cause or thing whatsoever from the beginning of the world
to and including the date of this Release relating to the Angeles XIV
Loan Documents, the Angeles XIV Judgment, the Assignment Agreement
(hereinafter defined) or the Angeles XIV Proceedings. Without limiting
the generality of the foregoing, the term "Claims" shall include,
without limitation, any loss, liability, expense and/or detriment, of
any kind or character, in any way arising out of, connected with, or
resulting from the acts or omissions of the Released Parties or any of
them, including, without limitation, the contracting for, charging,
taking, reserving, collecting or receiving interest in excess of the
highest lawful rate, any breach of fiduciary duty, breach of any duty
of fair dealing, breach of confidence, cause of action or defenses
based on the negligence of Released Parties, undue influence, duress,
economic coercion, conflict of interest, negligence, bad faith,
malpractice, violations of the Racketeer Influenced and Corrupt
Organizations Act, intentional or negligent infliction of mental
distress, tortious interference with contractual relations, tortious
interference with corporate governance or prospective business
advantage, breach of contract, fraud, mistake, deceptive trade
practices, libel, slander, conspiracy, or any claim for wrongfully
taking any action in connection with the Angeles XIV Loan Documents,
the Angeles XIV Judgment, or the Angeles XIV Proceedings.
"Settlement Agreement" shall mean the Forbearance Agreement dated as of
June 1, 2001, by and among Lender, Angeles Partners XIV, L.P., a
California limited partnership, and Angeles Partners VIII, L.P., a
California limited partnership.
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"Released Parties" shall mean AIMCO, any subsidiary or affiliate of
AIMCO, and any predecessors, successors, or assigns of any of the
foregoing, and the respective agents, trustees, beneficiaries,
officers, directors, shareholders, attorneys, employees, independent
contractors, partners, members, manager and representatives of any of
the foregoing.
All initially capitalized terms used herein which are not defined in
this Paragraph 1 shall have the meanings set forth in the Settlement Agreement.
All of the terms, provisions and conditions of the Settlement Agreement are
incorporated herein by reference and made a part hereof for all purposes.
2. Saticoy hereby irrevocably and unconditionally REMISES,
RELEASES, ACQUITS, SATISFIES, WAIVES, and FOREVER DISCHARGES the Released
Parties and their respective heirs, personal representatives, successors and
assigns from all Claims.
3. Saticoy hereby represents and warrants to the Released
Parties that it has not assigned, pledged, or contracted to assign or pledge or
otherwise disposed of any of the Claims, except as set forth in that certain
Assignment Agreement dated August __, 2002 by and between AIMCO and Saticoy
("Assignment Agreement")
4. This Release shall be binding upon Saticoy and its legal
representatives, successors and assigns.
5. This Release includes a release of, and shall inure to the
benefit of, all the Released Parties and their respective heirs, legal
representatives, successors, assigns, directors, trustees, officers, agents,
servants, employees and attorneys, past, present and future.
6. This Release, the Assignment Agreement and the Settlement
Agreement constitute the entire agreements among the parties with respect to the
subject matter hereof. It is expressly understood and agreed that this Release
may not be altered, amended, modified or otherwise changed in any respect
whatsoever except by a writing duly executed by authorized Released Parties.
This Release shall be construed and interpreted in accordance with, and governed
and enforced in all respects by the laws of the State of California without
giving effect to the conflict of laws principles of such state. In any action to
enforce or interpret this Release the prevailing party shall, in addition to all
other relief, be entitled to an award for its attorneys' fees.
7. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SATICOY DOES
HEREBY INTENTIONALLY, KNOWINGLY, VOLUNTARILY, UNCONDITIONALLY AND IRREVOCABLY
WAIVE ITS RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS RELEASE (INCLUDING, WITHOUT
LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS RELEASE OR ANY CLAIMS OR
DEFENSES ASSERTING THAT THIS RELEASE WAS FRAUDULENTLY INDUCED OR IS OTHERWISE
VOID OR VOIDABLE). THE FOREGOING WAIVER BY SATICOY IS A MATERIAL INDUCEMENT FOR
THE RELEASED PARTIES TO ACCEPT THIS RELEASE ENTER INTO THE SETTLEMENT AGREEMENT.
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8. Saticoy hereby agrees, represents and warrants that it has
had advice of counsel of its own choosing in negotiations for and the
preparation of this Release, that it has read the provisions of this Release,
and that it is fully aware of its contents and legal effect.
9. Except as contained in this Release, the Assignment
Agreement and the Settlement Agreement, Saticoy hereby acknowledges and agrees
that it has not relied upon any representation of any kind from AIMCO or any of
the other Released Parties in making the foregoing release.
EXECUTED as of the _________ day of _____________, 2002.
SATICOY INVESTMENTS COMPANY LLC,
a Delaware limited liability company
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
----------------------------------
Title: Manager
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