Common use of Background of the Offer Clause in Contracts

Background of the Offer. Affiliation with the Managing General Partner. The Managing General Partner (which also serves as the general partner of ten other affiliated public real estate limited partnerships) is a direct, wholly-owned subsidiary of Angeles Securitization Corporation ("ASC"), which in turn is a direct, wholly-owned subsidiary of IAP GP Corporation ("IAP"), which in turn is a direct, wholly-owned subsidiary of IPT. ASC acquired all of the outstanding stock of the Managing General Partner in November 1992 from Angeles Real Estate Corporation, which in turn was a wholly-owned subsidiary of Angeles Corporation. At the time of such acquisition, IAP and ASC were (and thus the Managing General Partner became) wholly-owned subsidiaries of MAE GP. Effective March 7, 1998, MAE GP was merged with and into IPT, with IPT being the surviving entity (the "MAE GP Merger"). As a result of the MAE GP Merger, IAP, ASC and the Managing General Partner are now wholly-owned subsidiaries of IPT and the Partnership is controlled by IPT. In connection with the MAE GP Merger, effective February 17, 1998, Insignia contributed 3,845 Units owned by it and its subsidiaries (representing all Units then owned by such entities) to IPLP in exchange for additional units of partnership interest in IPLP. Previous Tender Offer. Broad River Properties, L.L.C. ("Broad River") acquired 8,908 (or approximately 9%) of the outstanding Units, at a purchase price of $150 per Unit, pursuant to a tender offer commenced in April 1998. Broad River is an affiliate of IPLP, IPT, Insignia and the Managing General Partner. Determination of Purchase Price. In establishing the Purchase Price, the Purchaser (which is an affiliate of the Managing General Partner) reviewed certain publicly available information and certain information made available to it by the Managing General Partner and its other affiliates, including among other things: (i) the Limited Partnership Agreement, as amended to date; (ii) the Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1997 and the Partnership's Quarterly Report on Form 10-QSB for the period ended June 30, 1998; (iii) unaudited results of operations of the Partnership's wholly-owned properties for the period since the beginning of the Partnership's current fiscal year; (iv) the operating budgets prepared by IRG and IESG with respect to the Partnership's wholly-owned properties for the year ending December 31, 1998; (v) independent appraisals of the Partnership's wholly-owned properties; and (vi) other information obtained by IRG, IESG, Insignia and other affiliates in their capacities as providers of property management, asset management and partnership administration services to the Partnership. The Purchaser's determination of the Purchase Price was based on its review and analysis of the foregoing information, the other financial information and analyses concerning the Partnership summarized below. In determining the Purchase Price, the Purchaser did not rely upon any material, non-public information concerning the Partnership not summarized below or elsewhere in this Offer to Purchase.

Background of the Offer. Affiliation with With the Managing General Partner. The Managing General Partner (which also serves as the general partner of ten other affiliated public real estate limited partnerships) is a direct, wholly-owned subsidiary of Angeles Securitization Corporation ("ASC"), which in turn is a direct, wholly-owned subsidiary of IAP GP Corporation ("IAP"), which in turn is a direct, wholly-owned subsidiary of IPT. ASC acquired all of the outstanding stock of the Managing General Partner in November 1992 from Angeles Real Estate Corporation, which in turn was a wholly-owned subsidiary of Angeles Corporation. At the time of such acquisition, IAP and ASC were (and thus the Managing General Partner became) wholly-owned subsidiaries of MAE GP. Effective March 7, 1998, MAE GP was merged with and into IPT, with IPT being the surviving entity (the "MAE GP Merger"). As a result of the MAE GP Merger, IAP, ASC and the Managing General Partner are now wholly-owned subsidiaries of IPT and the Partnership is controlled by IPT. In connection with the MAE GP Merger, effective February 17, 1998, Insignia contributed 3,845 1,764 Units owned by it and its subsidiaries (representing all Units then owned by such entities) to IPLP in exchange for additional units of partnership interest in IPLP. Previous Tender Offer. Broad River Properties, L.L.C. ("Broad River") acquired 8,908 8,002 (or approximately 918%) of the outstanding Units, at a purchase price of $150 500 per Unit, pursuant to a tender offer commenced in April 1998. Broad River is an affiliate of IPLP, IPT, Insignia and the Managing General Partner. Determination of Purchase Price. In establishing the Purchase Price, the Purchaser (which is an affiliate of the Managing General Partner) reviewed certain publicly available information and certain information made available to it by the Managing General Partner and its other affiliates, including among other things: (i) the Limited Partnership Agreement, as amended to date; (ii) the Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1997 and the Partnership's Quarterly Report on Form 10-QSB for the period ended June 30, 1998; (iii) unaudited results of operations of the Partnership's wholly-owned properties for the period since the beginning of the Partnership's current fiscal year; (iv) the operating budgets prepared by IRG and IESG with respect to the Partnership's wholly-owned properties for the year ending December 31, 1998; (v) independent appraisals of the Partnership's wholly-owned properties; and (vi) other information obtained by IRG, IESG, Insignia and other affiliates in their capacities as providers of property management, asset management and partnership administration services to the Partnership. The Purchaser's determination of the Purchase Price was based on its review and analysis of the foregoing information, the other financial information and analyses concerning the Partnership summarized below. In determining the Purchase Price, the Purchaser did not rely upon any material, non-public information concerning the Partnership not summarized below or elsewhere in this Offer to Purchase.

Background of the Offer. Affiliation with With the Managing General Partner. The Managing General Partner (which also serves as the general partner of ten other affiliated public real estate limited partnerships) is a direct, wholly-owned subsidiary of Angeles Securitization Corporation ("ASC"), which in turn is a direct, wholly-owned subsidiary of IAP GP Corporation ("IAP"), which in turn is a direct, wholly-owned subsidiary of IPT. ASC acquired all of the outstanding stock of the Managing General Partner in November 1992 from Angeles Real Estate Corporation, which in turn was a wholly-owned subsidiary of Angeles Corporation. At the time of such acquisition, IAP and ASC were (and thus the Managing General Partner became) wholly-owned subsidiaries of MAE GP. Effective March 7, 1998, MAE GP was merged with and into IPT, with IPT being the surviving entity (the "MAE GP Merger"). As a result of the MAE GP Merger, IAP, ASC and the Managing General Partner are now wholly-owned subsidiaries of IPT and the Partnership is controlled by IPT. In connection with the MAE GP Merger, effective February 17, 1998, Insignia contributed 3,845 936 Units owned by it and its subsidiaries (representing all Units then owned by such entities) to IPLP in exchange for additional units of partnership interest in IPLP. Previous Tender Offer. Broad River Properties, L.L.C. ("Broad River") acquired 8,908 2,529 (or approximately 913%) of the outstanding Units, at a purchase price of $150 325 per Unit, pursuant to a tender offer commenced in April 1998. Broad River is also an affiliate of IPLP, IPT, Insignia and the Managing General Partner. Determination of Purchase Price. In establishing the Purchase Price, the Purchaser (which is an affiliate of the Managing General Partner) reviewed certain publicly available information and certain information made available to it by the Managing General Partner and its other affiliates, including among other things: (i) the Limited Partnership Agreement, as amended to date; (ii) the Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1997 and the Partnership's Quarterly Report on Form 10-QSB for the period ended June 30, 1998; (iii) unaudited results of operations of the Partnership's wholly-owned properties for the period since the beginning of the Partnership's current fiscal year; (iv) the operating budgets prepared by IRG and IESG with respect to the Partnership's wholly-owned properties for the year ending December 31, 1998; (v) independent appraisals of the Partnership's wholly-owned properties; and (vi) other information obtained by IRG, IESG, Insignia and other affiliates in their capacities as providers of property management, asset management and partnership administration services to the Partnership. The Purchaser's determination of the Purchase Price was based on its review and analysis of the foregoing information, the other financial information and analyses concerning the Partnership summarized below. In determining the Purchase Price, the Purchaser did not rely upon any material, non-public information concerning the Partnership not summarized below or elsewhere in this Offer to Purchase.

Background of the Offer. Affiliation with With the Managing General Partner. The Managing General Partner (which also serves as the general partner of ten other affiliated public real estate limited partnerships) is a direct, wholly-owned subsidiary of Angeles Securitization Corporation ("ASC"), which in turn is a direct, wholly-owned subsidiary of IAP GP Corporation ("IAP"), which in turn is a direct, wholly-owned subsidiary of IPT. ASC acquired all of the outstanding stock of the Managing General Partner in November 1992 from Angeles Real Estate Corporation, which in turn was a wholly-owned subsidiary of Angeles Corporation. At the time of such acquisition, IAP and ASC were (and thus the Managing General Partner became) wholly-owned subsidiaries of MAE GP. Effective March 7, 1998, MAE GP was merged with and into IPT, with IPT being the surviving entity (the "MAE GP Merger"). As a result of the MAE GP Merger, IAP, ASC and the Managing General Partner are now wholly-owned subsidiaries of IPT and the Partnership is controlled by IPT. In connection with the MAE GP Merger, effective February 17, 1998, Insignia contributed 3,845 80 Units owned by it and its subsidiaries (representing all Units then owned by such entities) to IPLP in exchange for additional units of partnership interest in IPLP. Previous Tender Offer. Broad River Properties, L.L.C. ("Broad River") acquired 8,908 (or approximately 9%) The other general partners of the outstanding UnitsPartnership, at a purchase price Xxxxxx Accommodation Trust, Elliot Family Partnership, Ltd. and ARC II/AREMCO Partners, Ltd., effectively are prohibited by the Limited Partnership Agreement from participating in the management or conduct of $150 per Unit, pursuant the Partnership's business and affairs because those functions are reserved exclusively to a tender offer commenced in April 1998. Broad River is an affiliate of IPLP, IPT, Insignia and the Managing General Partner. Determination of Purchase Price. In establishing the Purchase Price, the Purchaser (which is an affiliate of the Managing General Partner) reviewed certain publicly available information and certain information made available to it by the Managing General Partner and its other affiliates, including among other things: (i) the Limited Partnership Agreement, as amended to date; (ii) the Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1997 and the Partnership's Quarterly Report on Form 10-QSB for the period ended June 30, 1998; (iii) unaudited results of operations of the Partnership's wholly-owned properties for the period since the beginning of the Partnership's current fiscal year; (iv) the operating budgets prepared by IRG and IESG with respect to the Partnership's wholly-owned properties for the year ending December 31, 1998; (v) independent appraisals of the Partnership's wholly-owned properties; and (vi) other information obtained by IRG, IESG, Insignia and other affiliates in their capacities as providers of property management, asset management and partnership administration services to the Partnership. The Purchaser's determination of the Purchase Price was based on its review and analysis of the foregoing information, the other financial information and analyses concerning the Partnership summarized below. In determining the Purchase Price, the Purchaser did not rely upon any material, non-public information concerning the Partnership not summarized below or elsewhere in this Offer to Purchase.

Background of the Offer. Affiliation with the Managing General Partner. The Managing General Partner (which also serves as the general partner of ten other affiliated public real estate limited partnerships) is a direct, wholly-owned subsidiary of Angeles Securitization Corporation ("ASC"), which in turn is a direct, wholly-owned subsidiary of IAP GP Corporation ("IAP"), which in turn is a direct, wholly-owned subsidiary of IPT. ASC acquired all of the outstanding stock of the Managing General Partner in November 1992 from Angeles Real Estate Corporation, which in turn was a wholly-owned subsidiary of Angeles Corporation. At the time of such acquisition, IAP and ASC were (and thus the Managing General Partner became) wholly-owned subsidiaries of MAE GP. Effective March 7, 1998, MAE GP was merged with and into IPT, with IPT being the surviving entity (the "MAE GP Merger"). As a result of the MAE GP Merger, IAP, ASC and the Managing General Partner are now wholly-owned subsidiaries of IPT and the Partnership is controlled by IPT. In connection with the MAE GP Merger, effective February 17, 1998, Insignia contributed 3,845 5 Units owned by it and its subsidiaries (representing all Units then owned by such entities) to IPLP in exchange for additional units of partnership interest in IPLP. Previous Tender Offer. Broad River Properties, L.L.C. ("Broad River") acquired 8,908 (or approximately 9%) The other non-managing general partners of the outstanding UnitsPartnership, at a purchase price Xxxxxx Accommodation Trust and Elliot Family Partnership, Ltd., effectively are prohibited by the Limited Partnership Agreement from participating in the management or conduct of $150 per Unit, pursuant the Partnership's business and affairs because those functions are reserved exclusively to a tender offer commenced in April 1998. Broad River is an affiliate of IPLP, IPT, Insignia and the Managing General Partner. Determination of Purchase Price. In establishing the Purchase Price, the Purchaser (which is an affiliate of the Managing General Partner) reviewed certain publicly available information and certain information made available to it by the Managing General Partner and its other affiliates, including among other things: (i) the Limited Partnership Agreement, as amended to date; (ii) the Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1997 and the Partnership's Quarterly Report on Form 10-QSB for the period ended June 30, 1998; (iii) unaudited results of operations of the Partnership's wholly-owned properties for the period since the beginning of the Partnership's current fiscal year; (iv) the operating budgets prepared by IRG and IESG with respect to the Partnership's wholly-owned properties for the year ending December 31, 1998; (v) independent appraisals of the Partnership's wholly-owned properties; and (vi) other information obtained by IRG, IESG, Insignia and other affiliates in their capacities as providers of property management, asset management and partnership administration services to the Partnership. The Purchaser's determination of the Purchase Price was based on its review and analysis of the foregoing information, the other financial information and analyses concerning the Partnership summarized below. In determining the Purchase Price, the Purchaser did not rely upon any material, non-public information concerning the Partnership not summarized below or elsewhere in this Offer to Purchase.