EXHIBIT 7.17
STANDSTILL AGREEMENT
This Standstill Agreement (this "Agreement") dated November 25, 1996, is
entered into by and among American Industrial Properties REIT, Inc., a Maryland
corporation ("Purchaser") and the undersigned (collectively, the "Sellers").
Recitals
A. The Sellers have agreed to sell to Purchaser all of the shares of
American Industrial Properties REIT (the "Trust") owned by each of them for
$2.75 per share (the "Purchase Price). The number of shares owned by each of
the Sellers is identified on Exhibit A hereto.
B. In addition to the Purchase Price, as additional consideration for
the Sellers agreeing to enter into this Agreement, the Purchaser has agreed to
pay the Sellers the sum of $25,000.
Agreement
1. In consideration of the foregoing and subject to receipt of the
Purchase Price on the date hereof, the undersigned agree that for a period of
five (5) years from the date hereof, none of them nor any affiliate nor any
entity owned or controlled by any of them or under common ownership or control
with any of them will: (a) acquire, offer to acquire, or agree to acquire,
directly or indirectly, by purchase or otherwise, any securities or direct or
indirect rights or options to acquire (through purchase, exchange, conversion
or otherwise) any securities of the Trust, (b) make, or in any way participate,
directly or indirectly, in any "solicitation" of "proxies" (as such terms are
used in the proxy rules of the Securities and Exchange Commission) to vote
(including by the execution of actions by written consent) or seek to advise,
encourage or influence any person or entity with respect to the voting of any
securities of the Trust, (c) form, join or in any way participate in any
"group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934) with respect to any securities of the Trust, (d) otherwise act, alone
or in concert with others, to seek to control or influence the management,
board of directors (or trust managers) or policies of the Trust, (e) initiate,
propose or otherwise solicit shareholders for the approval of one or more
shareholder proposals (as described in the Securities Exchange Act of 1934)
seeking to acquire or affect control of the Trust, (f) knowingly acquire any
interest in any claims, mortgages, notes or any other legal or financial
obligations of the Trust, or (g) participate in any way or interfere with the
settlement of any litigation involving the Trust excluding testimony given
pursuant to a subpoena.
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2. The undersigned hereby agree that the Trust and USAA Real Estate
Company ("USAA") are intended to be, and hereby are deemed to be, third party
beneficiaries of this Agreement.
3. The undersigned represent and warrant that the shares being sold to
Purchaser are all of the shares of the Trust owned by each of them.
4. The undersigned acknowledge that the Purchaser, the Trust and USAA
would not have an adequate remedy at law for money damages in the event that
this Agreement were not performed in accordance with its terms and therefore
agree that the Trust, Purchaser and USAA shall be entitled to specific
enforcement of, and injunctive relief to prevent any violation of, the terms
hereof, in addition to any other remedy or relief available at law or in
equity. A person or entity who at any time may be an affiliate of the
undersigned shall be deemed to be an affiliate of such person for purposes of
this Agreement regardless of whether such person was such an affiliate on the
date hereof.
5. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas. The undersigned hereto hereby irrevocably
waive, to the fullest extent permitted by law, any objection which any of them
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby in the United States District Court for the Northern
District of Texas, Dallas Division, and hereby further irrevocably waive any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum. The undersigned hereto hereby
irrevocably agree that any proceeding against any of the undersigned, arising
out of or in connection with this Agreement or the transactions contemplated
hereby shall be brought in the United States District Court for the Northern
District of Texas, Dallas Division.
6. This Agreement embodies the entire agreement among the parties hereto
and supersedes all prior proposals, negotiations, agreements and understandings
relating to the subject matter hereof. There are no oral agreements,
understandings or representations upon which any party hereto is relying in
executing this Agreement.
7. Each party to this Agreement hereby represents and warrants to each
other party hereto that this Agreement has been duly authorized, executed and
delivered by such party, and constitutes the legal, valid and binding
obligation of such party enforceable against such party in accordance with its
terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium, liquidation and such other similar laws now or hereafter in effect
and by general principles of equity.
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8. This Agreement shall bind and inure to the benefit of the parties
hereto and their respective heirs, beneficiaries, administrators, executors,
personal representatives, trustees, receivers, conservators, successors and
assigns. Each reference in this Agreement to one or more parties shall be
deemed to include such parties and their respective heirs, beneficiaries,
administrators, executors, personal representatives, trustees, receivers,
conservators, successors and assigns.
9. This Agreement may be executed in several identical counterparts, and
by the parties hereto on separate counterparts and each counterpart when so
executed and delivered, shall constitute an original instrument, and all such
separate counterparts shall constitute but one and the same instrument.
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Individually
/s/ Xxxxxxxxxxx X. Xxxxxxx
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Xxxxxxxxxxx X. Xxxxxxx
Individually
BLACK BEAR REALTY, LTD.
By:/s/ Xxxxxxx X. Xxxxxxx
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Its: Managing Member
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TURKEY VULTURE FUND XIII LTD.
By: /s/ Xxxxxxx X. Xxxxxxx
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Its: Managing Member
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AMERICAN INDUSTRIAL PROPERTIES REIT, INC.
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President
