EXHIBIT 10.24
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REGISTRATION RIGHTS AGREEMENT
by and between
PACIFIC GULF PROPERTIES INC.
and
SANTA ANITA REALTY ENTERPRISES, INC.
___________________________________________
Dated: As of February 1, 1994
___________________________________________
TABLE OF CONTENTS
PAGE
ARTICLE I
CERTAIN DEFINITIONS.......................... 1
1.1 Agreement............................................................. 1
1.2 Business Day.......................................................... 1
1.3 Company............................................................... 1
1.4 Current Per Share Market Price........................................ 1
1.5 Company Offering...................................................... 2
1.6 Eligible Securities................................................... 2
1.7 Information Blackout.................................................. 2
1.8 Investor.............................................................. 2
1.9 Lock-up Period........................................................ 2
1.10 Other Securities...................................................... 2
1.11 Person................................................................ 3
1.12 Purchase and Sale Agreement........................................... 3
1.13 Registration Expenses................................................. 3
1.14 Sales Blackout Period................................................. 3
1.15 SEC................................................................... 3
1.16 Securities Act........................................................ 4
ARTICLE II
EFFECTIVENESS OF REGISTRATION RIGHTS................. 4
2.1 Effectiveness of Registration Rights.................................. 4
ARTICLE III
REGISTRATION RIGHTS.......................... 4
3.1 Requested Registration and Notice..................................... 4
3.2 Incidental Registration and Notice.................................... 6
i
3.3 Registration Expenses........................................ 7
ARTICLE IV
REGISTRATION PROCEDURES........................ 7
4.1 Registration and Qualification............................... 7
4.2 Underwriting................................................. 9
4.3 Blackout Periods............................................. 9
4.4 Qualification for Rule 144 Sales............................. 10
ARTICLE V
PREPARATION; REASONABLE INVESTIGATION................. 10
5.1 Preparation; Reasonable Investigation............................ 10
ARTICLE VI
INDEMNIFICATION AND CONTRIBUTION................... 11
6.1 Indemnification and Contribution................................. 11
ARTICLE VII
TRANSFER OF REGISTRATION RIGHTS.................... 12
7.1 Transfer of Registration Rights.................................. 12
ARTICLE VIII
MISCELLANEOUS............................ 12
8.1 Captions..................................................... 12
8.2 Severability................................................. 12
8.3 Governing Law................................................ 12
8.4 Modification and Amendment................................... 12
8.5 Counterparts................................................. 13
8.6 Entire Agreement............................................. 13
8.7 Notices...................................................... 13
SIGNATURES............................................................ 13
ii
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT is made as of the 1st day of
February, 1994 by and between PACIFIC GULF PROPERTIES INC., a Maryland
corporation ("COMPANY"), and SANTA ANITA REALTY ENTERPRISES, INC., a Delaware
corporation ("INVESTOR").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, Company is acquiring certain assets of Investor in exchange
for unregistered shares of its common stock, par value $.01 per share, and
certain other consideration, pursuant to that certain Purchase and Sale
Agreement, dated as of November 15, 1993, by and between Company and Investor
(the "PURCHASE AND SALE AGREEMENT"); and
WHEREAS, Company intends to issue shares of its common stock in an
initial public offering; and
WHEREAS, pursuant to the Purchase and Sale Agreement, Company has
agreed to provide Investor with certain registration rights as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and subject to and
on the terms and conditions herein set forth, the parties hereto agree as
follows:
ARTICLE I
CERTAIN DEFINITIONS.
1.1 "Agreement" means this Registration Rights Agreement, as
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originally executed and as amended, modified, supplemented or restated from time
to time, as the context requires.
1.2 "Business Day" means any day on which the New York Stock Exchange
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is open for trading.
1.3 "Company" means Pacific Golf Properties Inc., a Maryland
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corporation.
1.4 "Current Per Share Market Price" means at any date of
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determination (i) the last sale price, regular way, or, in case no such sale
takes place on such day, the average of the closing bid and asked prices,
regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading
on the principal national securities exchange on which the common stock of
Company is listed or admitted to trading or (ii) if the common stock of Company
is not listed or admitted to trading on any national securities exchange, the
last quoted price, or if not so quoted, the average of the high bid and low
asked prices in the over-the-counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotations System.
1.5 "Company Offering" has the meaning set forth in Section 3.1(e).
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1.6 "Eligible Securities" means all or any portion of the
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unregistered shares of common stock, par value $.01 per share, of Company
acquired by Investor pursuant to the Purchase and Sale Agreement, and any shares
of the common stock of Company issued with respect thereto.
As to any proposed offer or sale of Eligible Securities, such
securities shall cease to be Eligible Securities with respect to such proposed
offer or sale when (i) a registration statement with respect to the sale of such
securities shall have become effective under the Securities Act, (ii) such
securities are permitted to be distributed pursuant to Rule 144(k) (or any
successor provision to such Rule) under the Securities Act or are otherwise
freely transferable to the public without registration pursuant to Section 4(1)
of the Securities Act to be confirmed in a written opinion of counsel to Company
addressed to Investor, or (iii) such securities shall have been otherwise
transferred pursuant to an applicable exemption under the Securities Act, new
certificates for such securities not bearing a legend restricting further
transfer under the Securities Act shall have been delivered by Company and such
securities shall be freely transferrable to the public without registration
under the Securities Act.
1.7 "Information Blackout" has the meaning set forth in
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Section 4.3(a).
1.8 "Investor" means Santa Anita Realty Enterprises, Inc., a Delaware
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corporation.
1.9 "Lock-up Period" means the period during which, by agreement with
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Alex Brown & Sons, Incorporated, Prudential Securities Incorporated and Crowell
Weedon & Co., as representatives of the several underwriters, Investor has
agreed not to sell its shares, which period expires on February 9, 1995, unless
earlier terminated by such representives.
1.10 "Other Securities" has the meaning set forth in Section 3.2.
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2
1.11 "Person" means an individual, a partnership (general or limited),
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corporation, joint venture, business trust, cooperative, association or other
form of business organization, whether or not regarded as a legal entity under
applicable law, a trust (inter vivos or testamentary), an estate of a deceased,
insane or incompetent person, a quasi-governmental entity, a government or any
agency, authority, political subdivision or other instrumentality thereof, or
any other entity.
1.12 "Purchase and Sale Agreement" has the meaning set forth in the
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introductory statements to this Agreement.
1.13 "Registration Expenses" means all expenses incident to Company's
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performance of or compliance with the registration requirements set forth in
this Agreement including, without limitation, the following: (i) the fees,
disbursements and expenses of Company's counsel and accountants in connection
with the registration of Eligible Securities; (ii) all expenses in connection
with the preparation, printing and filing of the registration statement, any
preliminary prospectus or final prospectus, any other offering document and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the underwriters and dealers; (iii) the cost of printing or
duplicating any agreement(s) among underwriters, underwriting agreement(s) and
blue sky or legal investment memoranda, any selling agreements and any other
documents in connection with the offering, sale or delivery of Eligible
Securities; (iv) all expenses in connection with the qualification of Eligible
Securities for offering and sale under state securities laws, including the fees
and disbursements of counsel for the underwriters in connection with such
qualification and in connection with any blue sky and legal investment surveys;
(v) the filing fees incident to securing any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of Eligible
Securities; and (vi) fees and expenses incurred in connection with the listing
of Eligible Securities on each securities exchange on which securities of the
same class are then listed, provided, however, that Registration Expenses with
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respect to any registration pursuant to this Agreement shall not include
underwriting discounts or commissions attributable to Eligible Securities,
transfer taxes applicable to Eligible Securities, amounts payable pursuant to
Section 6.1(b), or except as specifically described above in clause (iv), any
fees or expenses of counsel, if any, to Investor or counsel, if any, to
underwriters, or any expenses of any underwriter.
1.14 "Sales Blackout Period" has the meaning set forth in
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Section 4.3(a)(ii).
1.15 "SEC" means the Securities and Exchange Commission.
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1.16 "Securities Act" means the Securities Act of 1933, as amended,
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and the rules and regulations of the SEC thereunder, all as the same shall be in
effect at the relevant time.
ARTICLE II
EFFECTIVENESS OF REGISTRATION RIGHTS
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2.1 Effectiveness of Registration Rights. This Agreement shall
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become effective on the date the Lock-up Period expires or is terminated. The
rights granted Investor herein are subject to Article VII of the Purchase and
Sale Agreement dated as of November 15, 1993 by and between Company and
Investor.
ARTICLE III
REGISTRATION RIGHTS
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3.1 Requested Registration and Notice. Upon written notice from
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Investor requesting that Company effect the registration under the Securities
Act of all or part of the Eligible Securities held by such Investor, which
notice shall specify the number of Eligible Securities intended to be disposed
of by Investor and the intended method or methods of disposition of such
Eligible Securities, Company will use all reasonable efforts to effect (at the
earliest possible date) the registration, under the Securities Act, of such
Eligible Securities for disposition in accordance with the intended method or
methods of disposition stated in such request, provided that:
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(a) if Company shall have previously effected a registration with
respect to Eligible Securities pursuant to this Section 3.1, Company shall
not be required to effect any further registration hereto until a period of
three hundred sixty (360) days shall have elapsed from the lapsing of
effectiveness of the most recent such previous registration;
(b) Company shall have the right to include in any registration
statement filed pursuant to the request of Investor securities of Company
being sold for the account of Company;
(c) Company will not be required to effect any registration pursuant
to this Section 3.1 if the aggregate proposed public offering price of the
Eligible Securities, calculated by multiplying the number of shares of
Eligible Securities proposed to be offered in such offering by the Current
Per Share Market Price on the date of such notice, intended to be disposed
of by Investor thereby is less than (i) $5,000,000, or (ii), if the
acquistion by Company of the limited partnership interests owned by
Investor in Baldwin
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Industrial Properties, Ltd., a California limited partnership, pursuant to
the Purchase and Sale Agreement does not occur by November 30, 1994 and
Investor is disposing of its interest in all Eligible Securities owned
beneficially by it, $2,500,000;
(d) Company will not be required to effect more than three
registrations pursuant to this Section 3.1 (counting for these purposes
only registrations which have been declared or ordered effective, and which
have not been cancelled pursuant to Section 4.3(b));
(e) if, upon receipt of a registration request pursuant to this
Section 3.1, Company is advised in writing (with a copy to Investor) by an
investment banking firm selected by Company (and approved by Investor) to
act as lead underwriter in connection with a public offering of securities
by Company that, in such firm's opinion, a registration at the time and on
the terms requested would materially adversely affect such public offering
of securities by Company (other than an offering in connection with
employee benefit and similar plans) (a "COMPANY OFFERING") that had been
contemplated by Company prior to the notice by Investor requesting
registration, Company shall not be required to effect a registration
pursuant to this Section 3.1 until the earliest of (i) three months after
the completion of such Company Offering, (ii) the termination of any "black
out" period, if any, required by the underwriters to be applicable to
Investor in connection with such Company Offering and agreed to in writing
by Investor, (iii) promptly after abandonment of such Company Offering or
(iv) four months after the date of such written notice from Investor
requesting registration;
(f) if, while a registration request is pending pursuant to Section
3.1, Company determines in the good faith judgment of the Board of
Directors of Company, with the advice of counsel, that the filing of a
registration statement would require the disclosure of non-public material
information the disclosure of which would have a material adverse effect on
Company or would otherwise adversely affect a material financing,
acquisition, disposition, merger or other comparable transaction, Company
shall deliver a certificate to such effect signed by its President or any
Vice President to Investor and Company shall not be required to effect a
registration pursuant to this Section 3.1 until the earlier of (i) the date
upon which such material information is disclosed to the public or ceases
to be material or (ii) 60 days after Company makes such good faith
determination; and
(g) No registration of Eligible Securities under this Section 3.1
shall relieve Company of its obligation (if any)
5
to effect registrations of Eligible Securities pursuant to Section 3.2.
3.2 Incidental Registration and Notice. If Company proposes to
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register any shares of common stock or other securities issued by it having
terms substantially similar to Eligible Securities ("OTHER SECURITIES") for
public sale under the Securities Act (whether proposed to be offered for sale by
Company or by any other Person) on a form and in a manner which would permit
registration of Eligible Securities for sale to the public under the Securities
Act, it will give prompt written notice to Investor of its intention to do so,
and upon the written request of Investor delivered to Company within fifteen
(15) Business Days after the giving of any such notice (which request shall
specify the number of Eligible Securities intended to be disposed of by
Investor), Company will use all reasonable efforts to effect, in connection with
the registration of the Other Securities, the registration under the Securities
Act of all Eligible Securities which Company has been so requested to register
by Investor, to the extent required to permit the disposition (in accordance
with the intended method or methods thereof as aforesaid) of Eligible Securities
so to be registered, provided that:
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(a) if, at any time after giving such written notice of its intention
to register any Other Securities and prior to the effective date of the
registration statement filed in connection with such registration, Company
shall determine for any reason not to register the Other Securities,
Company may, at its election, give written notice of such determination to
Investor and thereupon Company shall be relieved of its obligation to
register such Eligible Securities in connection with the registration of
such Other Securities (but not from its obligation to pay Registration
Expenses to the extent incurred in connection therewith as provided in
Section 3.3);
(b) Company will not be required to effect any registration pursuant
to this Section 3.2 if Company shall have been advised in writing (with a
copy to Investor) by a nationally recognized independent investment banking
firm selected by Company to act as lead underwriter in connection with the
public offering of securities by Company that, in such firm's opinion, a
registration at that time would materially and adversely affect Company's
own scheduled offering; and
(c) Company shall not be required to effect any registration of
Eligible Securities under this Section 3.2 incidental to the registration
of any of its securities in connection with mergers, acquisitions, exchange
offers, subscription offers, dividend reinvestment plans or stock options
or other employee benefit plans.
6
3.3 Registration Expenses. Company (as between Company and Investor)
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shall be responsible for the payment of all Registration Expenses in connection
with any registration pursuant to this Article 3.
ARTICLE IV
REGISTRATION PROCEDURES.
4.1 Registration and Qualification. If and whenever Company is
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required to use all reasonable efforts to effect the registration of any
Eligible Securities under the Securities Act as provided in Article 3, Company
will as promptly as is practicable:
(a) prepare, file and use all reasonable efforts to cause to become
effective a registration statement under the Securities Act regarding the
Eligible Securities to be offered;
(b) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective and to
comply with the provisions of the Securities Act with respect to the
disposition of all Eligible Securities until the earlier of such time as
all of such Eligible Securities have been disposed of in accordance with
the intended methods of disposition by Investor set forth in such
registration statement or the expiration of nine months after such
registration statement becomes effective;
(c) furnish to Investor and to any underwriter of such Eligible
Securities such number of conformed copies of such registration statement
and of each such amendment and supplement thereto (in each case including
all exhibits), such number of copies of the prospectus included in such
registration statement (including each preliminary prospectus and any
summary prospectus), in conformity with the requirements of the Securities
Act, such documents incorporated by reference in such registration
statement or prospectus, and such other documents as Investor or such
underwriter may reasonably request;
(d) use all reasonable efforts to register or qualify all Eligible
Securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as Investor or any
underwriter of such Eligible Securities shall reasonably request, and do
any and all other acts and things which may be reasonably requested by
Investor or any underwriter to consummate the disposition in such
jurisdictions of the Eligible Securities covered by such registration
statement, except Company shall not for
7
any such purpose be required to qualify generally to do business as a
foreign corporation in any jurisdiction wherein it is not so qualified, or
to subject itself to taxation in any jurisdiction where it is not then
subject to taxation, or to consent to general service of process in any
jurisdiction where it is not then subject to service of process;
(e) use all reasonable efforts to list the Eligible Securities on
each national securities exchange on which the common stock of Company is
then listed (if such Eligible Securities have not been previously listed),
if the listing of such securities is then permitted under the rules of such
exchange;
(f) (i) in the case of an underwritten offering, furnish to the
underwriters, addressed to them, an opinion of counsel for Company, dated
the date of the closing under the underwriting agreement, and (ii) use all
reasonable efforts to furnish to Investor, a "comfort letter" signed by the
independent public accountants who have certified Company's financial
statements included in such registration statement, addressed to them, each
such document covering substantially the same matters with respect to such
registration statement (and the prospectus included therein) and, in the
case of such accountants' letter, with respect to events subsequent to the
date of such financial statements, as are customarily covered in opinions
of issuer's counsel and in accountants' letters delivered to underwriters
in underwritten public offerings of securities; and
(g) at any time when a prospectus relating to a registration pursuant
to Article 3 hereof is required to be delivered under the Securities Act,
immediately notify Investor of the happening of any event as a result of
which the prospectus included in such registration statement, as then in
effect, includes an 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 the light of the circumstances under which they were
made, not misleading, and at the request of Investor prepare and furnish to
Investor as many copies of a supplement to or an amendment of such
prospectus as Investor may request so that, as thereafter delivered to the
purchasers of such Eligible Securities, such prospectus shall not include
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.
Company may require Investor to furnish Company such information regarding
Investor and the distribution of such securities as
8
Company may from time to time reasonably request in writing and as shall be
required by law or by the SEC in connection with any registration.
4.2 Underwriting. (a) In the event that any registration pursuant
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to Section 3.2 hereof shall involve, in whole or in part, an underwritten
offering, Company may require Eligible Securities requested to be
registered pursuant to Section 3.2 to be included in such underwriting on
the same terms and conditions as shall be applicable to any Other
Securities being sold through underwriters under such registration.
Notwithstanding the foregoing, Investor may elect, in writing at least one
day prior to the effective date of the registration statement filed in
connection with such registration, not to register Investor's Eligible
Securities in connection with such registration.
(b) If requested by the underwriters for any underwritten offering of
Eligible Securities pursuant to a registration requested hereunder, Company
will enter into and perform its obligations under an underwriting agreement
with such underwriters for such offering, such agreement to contain such
representations and warranties by Company and such other terms and
provisions as are customarily contained in underwriting agreements with
respect to secondary distributions, including, without limitation,
indemnities and contribution to the effect and to the extent provided in
Article 6 hereof and the provision of opinions of counsel and accountants'
letters to the effect and to the extent provided in Section 4.1(f).
(c) Investor shall be a party to any such underwriting agreement and
the representations and warranties by, and the other agreements on the part
of, Company to and for the benefit of such underwriters shall also be made
to and for the benefit of Investor. Such agreement shall also contain such
representations and warranties by Investor and such other terms and
provisions as are customarily contained in underwriting agreements with
respect to secondary distributions, including, without limitation,
indemnities and contribution to the effect and to the extent provided in
Article 6.
4.3 Blackout Periods. (a) At any time when a registration statement
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effected pursuant to Section 3.1 relating to Eligible Securities is
effective, upon written notice from Company to Investor that Company
determines in the good faith judgment of the Board of Directors of Company,
with the advice of counsel, that Investor's sale of Eligible Securities
pursuant to the registration statement would require disclosure of non-
public material information the disclosure of which would have a material
adverse effect
9
on Company (an "INFORMATION BLACKOUT"), Investor shall suspend sales of
Eligible Securities pursuant to such registration statement until the
earlier of:
(i) (A) the date upon which such material information is disclosed to
the public or ceases to be material or (B) 60 days after Company makes
such good faith determination, and
(ii) such time as Company notifies Investor that sales pursuant to
such registration statement may be resumed (the number of days from
such suspension of sales by Investor until the day when such sales may
be resumed hereunder is hereinafter called a "SALES BLACKOUT PERIOD").
(b) Any delivery by Company of notice of an Information Blackout
during the ninety (90) days immediately following effectiveness of any
registration statement effected pursuant to Section 3.1 hereof shall give
Investor the right, by written notice to Company within twenty (20)
Business Days after the end of such blackout period, to cancel such
registration and obtain one additional registration right under Sections
3.1(a) and 3.1(d).
(c) If there is an Information Blackout and the Investor does not
exercise its cancellation right, if any, pursuant to (b) above, or, if such
cancellation right is not available, the time period set forth in Section
4.1(b) shall be extended for a number of days equal to the number of days
in the Sales Blackout Period.
4.4 Qualification for Rule 144 Sales. Company will take all actions
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reasonably necessary to comply with the filing requirements described in Rule
144(c)(1) so as to enable Investor to sell Eligible Securities without
registration under the Securities Act and, upon the written request of Investor,
Company will deliver to Investor a written statement as to whether it has
complied with such filing requirements.
ARTICLE V
PREPARATION; REASONABLE INVESTIGATION.
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5.1 Preparation; Reasonable Investigation. In connection with the
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preparation and filing of each registration statement registering Eligible
Securities under the Securities Act, Company will give Investor and the
underwriters, if any, and their respective counsel and accountants, drafts of
such registration statement for their review and comment prior to filing and
such reasonable and customary access to its books and records and such
opportunities to discuss the business of Company with its officers and the
independent public accountants who have
10
certified its financial statements as shall be necessary, in the opinion of
Investor and such underwriters or their respective counsel, to conduct a
reasonable investigation within the meaning of the Securities Act.
ARTICLE VI
INDEMNIFICATION AND CONTRIBUTION.
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6.1 Indemnification and Contribution. (a) In the event of any
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registration of Eligible Securities hereunder, Company will enter into customary
indemnification arrangements to indemnify and hold harmless Investor, its
directors and officers, and each Person who controls any of such Persons, each
Person who participates as an underwriter in the offering or sale of such
securities, and each Person, if any, who controls such seller or any such
underwriter within the meaning of the Securities Act against any losses, claims,
damages, liabilities and expenses, joint or several, to which such Person may be
subject under the Securities Act or otherwise insofar as such losses, claims,
damages, liabilities or expenses (or actions or proceedings in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in any registration statement under
which such securities were registered under the Securities Act, any preliminary
prospectus or final prospectus included therein, or any amendment or supplement
thereto, or any document incorporated by reference therein, or (ii) any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and Company
will promptly reimburse each such Person for any legal or any other expenses
reasonably incurred by such Person in connection with investigating or defending
any such loss, claim, damage, liability, action or proceeding; provided that
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Company shall not be liable in any such case to the extent that any such loss,
claim, damage, liability (or action or proceeding in respect thereof) or
expenses arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
any such preliminary prospectus or final prospectus, amendment or supplement in
reliance upon and in conformity with written information furnished to Company by
Investor expressly for use in the registration statement. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of Investor or any such Person and shall survive the transfer of such
securities by Investor. Company also shall agree to make provision for
contribution as shall be reasonably requested by Investor or any underwriters in
circumstances where such indemnity is held unenforceable.
(b) Investor, by virtue of exercising its registration rights
hereunder, agrees and undertakes to enter into customary indemnification
arrangements to indemnify and hold harmless (in
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the same manner and to the same extent as set forth in clause (a) of this
Article VI) Company, each director of Company, each officer of Company who shall
sign such registration statement, each Person who participates as an underwriter
in the offering or sale of such securities and each person, if any, who controls
Company or any such underwriter within the meaning of the Securities Act, with
respect to any statement in or omission from such registration statement, any
preliminary prospectus or final prospectus included therein, or any amendment or
supplement thereto, but only to the extent that such statement or omission was
made in reliance upon and in conformity with written information furnished by
Investor to Company expressly for use in the registration statement. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of Company or any such director, officer or controlling
Person and shall survive the transfer of the registered securities by Investor
and the expiration of this Agreement. Investor also shall agree to make
provision for contribution as shall be reasonably requested by Company or any
underwriters in circumstances where such indemnity is held unenforceable.
ARTICLE VII
TRANSFER OF REGISTRATION RIGHTS.
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7.1 Transfer of Registration Rights. Investor may not transfer the
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registration rights granted hereunder to any other Person.
ARTICLE VIII
MISCELLANEOUS
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8.1 Captions. The captions or headings in this Agreement are for
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convenience and reference only, and in no way define, describe, extend or limit
the scope or intent of this Agreement.
8.2 Severability. If any clause, provision or section of this
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Agreement shall be invalid or unenforceable, the invalidity or unenforceability
of such clause, provision or section shall not affect the enforceability
validity of any of the remaining clauses, provisions or sections hereof to the
extent permitted by applicable law.
8.3 Governing Law. This Agreement shall be construed and enforced in
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accordance with the internal laws of the State of California, without reference
to its rules as to conflicts or choice of laws.
8.4 Modification and Amendment. This Agreement may not be changed,
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modified, discharged or amended, except by an instrument signed by all of the
parties hereto.
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8.5 Counterparts. This Agreement may be executed in counterparts,
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each of which shall be an original, but all of which together shall constitute
one and the same instrument.
8.6 Entire Agreement. This Agreement constitutes the entire
----------------
agreement and understanding among the parties and supersedes any prior
understandings and/or written or oral agreements among them respecting the
subject matter herein.
8.7 Notices. All notices, requests, demands, consents and other
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communications required or permitted to be given pursuant to this Agreement
shall be in writing and delivered by hand, by overnight courier delivery service
or by certified mail, return receipt requested, postage prepaid. Notices to
Investor shall be made to the address listed on the stock transfer records of
Company. Notices to Company shall be made to the address for Company specified
on the signature page hereof, or to such other address as shall be designated by
Company in a written notice to Investor complying as to delivery with the terms
of this Section 8.7.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused this Agreement to be executed as of the day and year first above written.
PACIFIC GULF PROPERTIES INC.
By: /s/ GLENN L. CARPENTER
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Name: Glenn L. Carpenter
Title: President
Address: 363 San Miguel Drive, Suite 100
Newport Beach, California 92660
Attention: Chief Executive Officer
SANTA ANITA REALTY ENTERPRISES, INC.
By: /s/ GLENN L. CARPENTER
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Name: Glenn L. Carpenter
Title: President
Address: 285 W. Huntington Drive
Arcadia, California 91006
Attention: Chief Executive Officer
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