Consolidated Capital Institutional Properties Sample Contracts

The undersigned hereby agrees as set forth under "ACKNOWLEDGMENT AND AGREEMENT" below.
Acknowledgment and Agreement • June 4th, 2002 • Consolidated Capital Institutional Properties • Real estate
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Contract
And Security Agreement • October 4th, 2007 • Consolidated Capital Institutional Properties • Real estate

THIS INSTRUMENT PREPARED BY, RECORDED AND RETURN TO: Brian J. Iwashyna, Esquire Troutman Sanders LLP P.O. Box 1122 Richmond, Virginia 23218-1122 (Reserved)

PURCHASE AND SALE CONTRACT BETWEEN CCIP KNOLLS, L.L.C., a Delaware limited liability company AS SELLER AND HAMILTON ZANZE & COMPANY, a California corporation AS PURCHASER The Knolls 1510 Gatehouse Circle S Colorado Springs, Colorado 80904
Purchase and Sale Contract • May 15th, 2009 • Consolidated Capital Institutional Properties • Real estate • Colorado

THIS PURCHASE AND SALE CONTRACT (this "Contract") is entered into as of the 12th day of May, 2009 (the "Effective Date"), by and between CCIP KNOLLS, L.L.C., a Delaware limited liability company, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller"), and HAMILTON ZANZE & COMPANY, a California corporation, having a principal address at 37 Graham Street, Suite 200B, San Francisco, California 94129 ("Purchaser").

MULTIFAMILY NOTE MULTISTATE – FIXED TO FLOAT (REVISION DATE 3-30-2006)
Consolidated Capital Institutional Properties • December 6th, 2007 • Real estate

FOR VALUE RECEIVED, the undersigned (together with such party’s or parties’ successors and assigns, “Borrower”), jointly and severally (if more than one) promises to pay to the order of WACHOVIA MULTIFAMILY CAPITAL, INC., a Delaware corporation, the principal sum of EIGHTY MILLION AND 00/100 DOLLARS (US $80,000,000.00), with interest on the unpaid principal balance, as hereinafter provided.

PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • March 25th, 2008 • Consolidated Capital Institutional Properties • Real estate • North Carolina
MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (PENNSYLVANIA – REVISION DATE 05-11-2004)
Subordination and Intercreditor Agreement • December 6th, 2007 • Consolidated Capital Institutional Properties • Real estate

THIS MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (the “Instrument”) is dated as of the 30th day of November, 2007, and effective as of the 30th day of November, 2007, between CCIP STERLING, L.P., a limited partnership organized and existing under the laws of Pennsylvania, whose address is c/o AIMCO, 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237, as mortgagor (“Borrower”), and WACHOVIA MULTIFAMILY CAPITAL, INC., a corporation organized and existing under the laws of Delaware, whose address is The Seagram Building, 375 Park Avenue – NY4060, New York, New York 10152, as mortgagee (“Lender”). Borrower’s organizational identification number, if applicable, is N/A.

ARTICLE I.
Contract of Sale • November 12th, 1998 • Consolidated Capital Institutional Properties • Real estate • Georgia
FIFTH AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP
Consolidated Capital Institutional Properties • May 1st, 2008 • Real estate • Delaware

This FIFTH AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP, dated as of March 19, 2008 (this “Amendment”), is by and among ConCap Equities, Inc., a Delaware corporation (the “General Partner”), and the Limited Partners. All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).

SECOND AMENDMENT OF PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • September 12th, 2008 • Consolidated Capital Institutional Properties • Real estate

THIS SECOND AMENDMENT OF PURCHASE AND SALE CONTRACT (this “Amendment”) is entered into effective as of the 8th day of September, 2008, by and between CCIP LOFT, L.L.C., a Delaware limited liability company, having an address at c/o AIMCO, 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and NORTHVIEW REALTY GROUP, INC., a Canadian corporation, having an address at 550 Sherbrooke, Suite 1480, Montreal, QC, Canada, H3A189 (“Purchaser”).

SIXTH AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP
Consolidated Capital Institutional Properties • May 1st, 2008 • Real estate • Delaware

This SIXTH AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP, dated as of April 30, 2008 (this “Amendment”), is made by ConCap Equities, Inc., a Delaware corporation (the “General Partner”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).

PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • October 29th, 2008 • Consolidated Capital Institutional Properties • Real estate • Florida

THIS PURCHASE AND SALE CONTRACT (this “Contract”) is entered into as of the 24the day of October, 2008 (the “Effective Date”), by CCIP PALM LAKE, L.L.C., a Delaware limited liability company, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and BLACKHAWK APARTMENT OPPORTUNITY FUND II LLC, an Illinois limited liability company, having a principal address at 100 North LaSalle Street, Suite 2200, Chicago, Illinois 60602 (“Purchaser”).

RECITALS
Consensual Transfer Agreement • December 21st, 1995 • Consolidated Capital Institutional Properties • Real estate • Pennsylvania
FIRST AMENDMENT OF PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • December 3rd, 2008 • Consolidated Capital Institutional Properties • Real estate

THIS FIRST AMENDMENT OF PURCHASE AND SALE CONTRACT(this “Amendment”) is entered into effective as of the 26th day of November, 2008 (the “Effective Date”), by and betweenCCIP LOFT, L.L.C.,, a Delaware limited liability company, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and THE EMBASSY GROUP LLC, a New York limited liability company, having a principal address at 3 College Road, Suite 203, Airmont, New York 10952 (“Purchaser”).

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • November 10th, 2008 • Consolidated Capital Institutional Properties • Real estate

This First Amendment to Purchase and Sale Contract (this “Amendment”) is made as of November 5, 2008, between CCIP KNOLLS, L.L.C. (“Seller”) and HAMILTON ZANZE & COMPANY(“Purchaser”).

SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • December 15th, 2008 • Consolidated Capital Institutional Properties • Real estate

THIS SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (this “Second Amendment”) is made and entered into this 26th day of November, 2008 (the "Second Amendment Date"), by and between CCIP PALM LAKE, L.L.C., a Delaware limited liability company, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and BLACKHAWK APARTMENT OPPORTUNITY FUND II LLC, an Illinois limited liability company, having a principal address at 100 North LaSalle Street, Suite 2200, Chicago, Illinois 60602 (“Purchaser”).

REINSTATEMENT OF AND AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • June 5th, 2009 • Consolidated Capital Institutional Properties • Real estate

WHEREAS, Seller and Purchaser entered into a Purchase and Sale Contract dated as of April 21, 2009 (the “Agreement”) with respect to the sale of certain property known as The Dunes Apartment Homes located in Brevard County, Florida, as described in the Agreement;

THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • July 14th, 2009 • Consolidated Capital Institutional Properties • Real estate

This Third Amendment to Purchase and Sale Contract (this “ Amendment”) is made as of July 10, 2009, between CCIP KNOLLS, L.L.C., a Delaware limited liability company, with an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller”) and HAMILTON ZANZE & COMPANY, a California corporation, with an address at 37 Graham Street, Suite 200B, San Francisco, California 94129 (“ Purchaser”).

FIFTH AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • July 29th, 2009 • Consolidated Capital Institutional Properties • Real estate

This Fifth Amendment to Purchase and Sale Contract (this “ Amendment”) is made as of July 23, 2009, between CCIP KNOLLS, L.L.C., a Delaware limited liability company, with an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller”) and HAMILTON ZANZE & COMPANY, a California corporation, with an address at 37 Graham Street, Suite 200B, San Francisco, California 94129 (“ Purchaser”).

REINSTATEMENT OF AND SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • July 2nd, 2009 • Consolidated Capital Institutional Properties • Real estate

WHEREAS, Seller and Purchaser entered into a Purchase and Sale Contract dated as of May 12, 2009, as amended by that certain First Amendment to Purchase and Sale Contract dated as of June 4, 2009 (the “ Agreement”) with respect to the sale of certain property known as The Knolls located in Colorado Springs, Colorado, as described in the Agreement;

Agreement and Plan of Merger
Agreement and Plan of Merger • September 14th, 2010 • Consolidated Capital Institutional Properties • Real estate • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 13, 2010, by and among CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP, a Delaware limited partnership (“CCIP”), AIMCO CCIP MERGER SUB LLC, a Delaware limited liability company (the “Aimco Subsidiary”), and AIMCO PROPERTIES, L.P., a Delaware limited partnership (“Aimco OP”).

THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • December 15th, 2008 • Consolidated Capital Institutional Properties • Real estate

THIS THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT (this “Third Amendment”) is made and entered into this 9th day of December, 2008 (the "Third Amendment Date"), by and between CCIP PALM LAKE, L.L.C., a Delaware limited liability company, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and BLACKHAWK APARTMENT OPPORTUNITY FUND II LLC, an Illinois limited liability company, having a principal address at 100 North LaSalle Street, Suite 2200, Chicago, Illinois 60602 (“Purchaser”).

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FIRST AMENDMENT TO THE CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • May 1st, 2008 • Consolidated Capital Institutional Properties • Real estate
EIGHTH AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP
Consolidated Capital Institutional Properties • January 7th, 2010 • Real estate • Delaware

This EIGHTH AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP, dated as of December 31, 2009 (this “Amendment”), is made by ConCap Equities, Inc., a Delaware corporation (the “General Partner”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).

EXHIBIT 10.18 DEED IN LIEU OF FORECLOSURE THIS DEED IN LIEU OF FORECLOSURE is made this 30th day of November in the year A.D. one thousand nine hundred ninety-five (1995) between NEW CARLTON HOUSE PARTNERS, LTD., a Pennsylvania limited partnership,...
Consolidated Capital Institutional Properties • December 21st, 1995 • Real estate

DEED IN LIEU OF FORECLOSURE THIS DEED IN LIEU OF FORECLOSURE is made this 30th day of November in the year A.D. one thousand nine hundred ninety-five (1995) between NEW CARLTON HOUSE PARTNERS, LTD., a Pennsylvania limited partnership, successor in interest to Carlton House Associates (hereinafter called the Grantor), of the one part, and KENNEDY BOULEVARD ASSOCIATES I, L.P., a Pennsylvania limited partnership (hereinafter called the Grantee), of the other part.

SECOND AMENDMENT OF PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • January 5th, 2009 • Consolidated Capital Institutional Properties • Real estate

THIS SECOND AMENDMENT OF PURCHASE AND SALE CONTRACT(this “Amendment”) is entered into effective as of the 10th day of December, 2008 (the “Effective Date”), by and betweenCCIP LOFT, L.L.C.,, a Delaware limited liability company, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and TEG LOFTS LLC, a North Carolina limited liability company, having a principal address at 3 College Road, Suite 203, Airmont, New York 10952 (“Purchaser”).

RECITALS:
Replacement Reserve and Security Agreement • November 12th, 1998 • Consolidated Capital Institutional Properties • Real estate
NINTH AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP
Consolidated Capital Institutional Properties • January 7th, 2010 • Real estate • Delaware

This NINTH AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP, dated as of December 31, 2009 (this “Amendment”), is made by ConCap Equities, Inc., a Delaware corporation (the “General Partner”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).

FLYNN LAND COMPANY, INC. One Flynn Center 825 Van Ness Avenue San Francisco, CA 94109 July 12, 1999 Western Can Ltd. c/o Karen Nielsen Higgins, Esq. Loeb & Loeb, LLP 1000 Wilshire Blvd., Ste. 1800 Los Angeles, CA 90017
Purchase and Sale Agreement • September 21st, 1999 • Consolidated Capital Institutional Properties • Real estate

This letter agreement shall be the First Amendment to that certain Purchase and Sale Agreement dated May 27, 1999 between Flynn Land Company, Inc., as Purchaser and Western Can, Ltd., as Seller (the "Agreement"). Capitalized terms used herein shall be as defined in the Agreement. 1. Purchase Price/Additional Deposit. Section 3.1 is amended to provide that the total Purchase Price shall be Twenty Three Million Two Hundred Fifty Thousand Dollars ($23,250,000). Purchaser represents to Seller that the Additional Deposit has been deposited with the Escrow Agent, and that the total Deposit and Additional Deposit now held by Escrow Agent is $500,000. 2. Feasibility and Environmental Inspection. Purchaser has waived all contingencies set forth in Section 5 with the sole exception of the completion and approval of a Phase II environmental inspection including soil borings and samples. For that purpose alone the Feasibility Period is extended to July 22, 1999 at 5:00 pm. Should Purchaser not app

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • June 10th, 2009 • Consolidated Capital Institutional Properties • Real estate

This First Amendment to Purchase and Sale Contract (this “Amendment”) is made as of June 4, 2009, between CCIP KNOLLS, L.L.C., a Delaware limited liability company, with an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”) and HAMILTON ZANZE & COMPANY, a California corporation, with an address at 37 Graham Street, Suite 200B, San Francisco, California 94129 (“Purchaser”).

FOURTH AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • July 24th, 2009 • Consolidated Capital Institutional Properties • Real estate

This Fourth Amendment to Purchase and Sale Contract (this “ Amendment”) is made as of July 20, 2009, between CCIP KNOLLS, L.L.C., a Delaware limited liability company, with an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller”) and HAMILTON ZANZE & COMPANY, a California corporation, with an address at 37 Graham Street, Suite 200B, San Francisco, California 94129 (“ Purchaser”).

SECOND AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
Consolidated Capital Institutional Properties • May 1st, 2008 • Real estate • California

THIS SECOND AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES (the “Amendment”) is entered into as of the 23rd day of October, 1990, by and among Consolidated Capital Equities Corporation, a Colorado corporation (“CCEC”), ConCap Equities, Inc., a Delaware corporation (“ConCap”), and the Limited Partners (herein so called).

SEVENTH AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP
Consolidated Capital Institutional Properties • August 13th, 2010 • Real estate • Delaware

This SEVENTH AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP, dated as of May 8, 2008 (this "Amendment"), is made by ConCap Equities, Inc., a Delaware corporation (the "General Partner"). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).

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