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 1,769 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.

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 1,769 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. The other non-managing general partners of the Partnership, Xxxxxx Accommodation Trust and Elliot Family Partnership, Ltd., effectively are prohibited by the Limited Partnership Agreement from participating in the management or conduct of the Partnership's business and affairs because those functions are reserved exclusively to the Managing General Partner.

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 1,769 405 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.

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 1,769 936 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.

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 1,769 135 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.

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 1,769 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.

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 1,769 7,775 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.

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 1,769 936 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 2,529 (or approximately 13%) of the outstanding Units, at a purchase price of $325 per Unit, pursuant to a tender offer commenced in April 1998. Broad River is also an affiliate of IPLP, IPT, Insignia and the General Partner.

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 1,769 1,843 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.