EXHIBIT 7.7
A G R E E M E N T
AGREEMENT made this 26th day of August 1997 between TURKEY VULTURE FUND
XIII, LTD., an Ohio limited liability company, 0000 Xxxxxx Xxxxxx, Xxxxxx, Xxxx
00000 (the "Seller") and EASTGROUP PROPERTIES, INC., a Maryland corporation,
000 Xxx Xxxxxxx Xxxxx, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx 00000
("EastGroup").
RECITALS:
A. Seller owns 1,401,956 shares of preferred stock, $0.001 par value per
share, of Meridian Point Realty Trust VIII Co. (the "Shares').
B. Seller wishes to sell and EastGroup wishes to purchase the Shares on
the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Purchase and Sale of Shares. At the Closing (as defined below),
Seller shall sell, assign, transfer, convey and deliver to EastGroup all of
Seller's right, title and interest in the Shares, and EastGroup shall purchase
the Shares from Seller. The aggregate purchase price shall be $13,318,582.
2. Payments. All payments made by EastGroup shall be made by federal
reserve wire transfer immediately available funds to an account designated by
Seller.
3. Closing. The closing of the transaction contemplated hereby (the
"Closing") shall occur at 10:00 A.M. E.D.T., on August 27, 1997. If the
Closing has not occurred by 5:00 p.m. E.D.T. on August 28, 1997, either party
may terminate this Agreement.
4. Delivery of Shares. To effectuate the sale, assignment, transfer,
conveyance and delivery of the Shares, Seller shall, upon payment therefor,
deliver to EastGroup certificates representing the Shares properly endorsed for
transfer to EastGroup. If any Shares are held in nominee accounts, Seller
shall, upon payment therefor, deliver the Shares by book-entry transfer to an
account designated by EastGroup.
5. No Disposition or Encumbrance. Seller shall maintain its legal and
beneficial ownership of the Shares and shall refrain from disposing of or
creating any encumbrance, lien, security interest or restrictive condition of
any sort with respect to the Shares, from the date hereof through the Closing.
6. Voting Restrictions and Proxy. Seller shall not exercise its voting
rights in respect to any of the Shares, and shall revoke any proxies granted
with respect to the Shares.
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7. Representations and Warranties of Seller. Seller represents and
warrants to EastGroup that (i) Seller has, and will continue to have through
the date of the Closing, good and marketable title to the Shares owned by
Seller, free and clear of any lien, encumbrance, restrictive condition,
security interest or adverse claim of any kind; (ii) the sale to EastGroup
contemplated herein has been duly authorized by all necessary action on behalf
of Seller, and Seller has, and will continue to have through the date of the
Closing, the legal power to make such sale; and (iii) the sale to EastGroup
contemplated herein would not (a) violate or conflict with any of the
constituent or organizational documents of Seller, or (b) constitute a
violation of any law or regulation of any jurisdiction, or (c) violate any
judgment, order, ruling, injunction, decree or award of any court,
administrative agency or governmental body against or binding upon Seller.
8. Representations and Warranties of EastGroup. EastGroup represents
and warrants to Seller that (i) the purchase from Seller contemplated herein
has been duly authorized by all necessary action on behalf of EastGroup, and
EastGroup has, and will to have through the date of the Closing, the legal
power to make such purchase; and (ii) the purchase from Seller contemplated
herein would not (a) violate or conflict with any of the constituent or
organizational documents of EastGroup, or (b) constitute a violation of any law
or regulation of any jurisdiction, or (c) violate any judgment, order, ruling,
injunction, decree or award of any court, administrative agency or governmental
body against or binding upon EastGroup.
9. Notices, Counterparts and Governing Law. All notices required
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or sent by registered or certified mail, return receipt
requested, or by prepaid telex, cable or telegram, and addressed to the address
set forth above. This Agreement may be executed in various counterparts, each
of which shall be an original, and all of which together shall constitute one
and the same instrument. This Agreement shall be interpreted and enforced in
accordance with the internal law of the State of Ohio.
10. Publicity. The parties to this Agreement will coordinate their
public filings of statements on Schedule 13D or amendments thereto so that
Seller and Purchasers make public disclosure of the transaction contemplated
hereby at substantially the same time. Any other public announcements of the
transactions set forth herein shall be similarly coordinated.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed on its behalf.
TURKEY VULTURE FUND XIII, LTD.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Manager
EASTGROUP PROPERTIES, INC.
By: /s/ N. Xxxxx XxXxx
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Name: N. XXXXX XxXXX
Title: Executive Vice-President