Common use of Limited Partners’ Interests Clause in Contracts

Limited Partners’ Interests. (i) In connection with the Merger and in accordance with the procedures set forth in Section 5(a)(iii) of this Agreement, each limited partnership unit of CPF XIX outstanding immediately prior to the Effective Time and held by limited partners of CPF XIX, except limited partnership units held by limited partners who have perfected their appraisal rights pursuant to Exhibit A hereto, shall be converted into the right to receive, at the election of the limited partner, either (x) $352.02 in cash (the “Cash Consideration”) or (y) a number of partnership common units of Aimco OP calculated by dividing $352.02 by the average closing price of Apartment Investment and Management Company common stock, as reported on the NYSE, over the ten consecutive trading days ending on the second trading day immediately prior to the Effective Time (the “OP Unit Consideration,” and, together with the Cash Consideration, the “Merger Consideration”).

Limited Partners’ Interests. (i) In connection with the Merger and in accordance with the procedures set forth in Section 5(a)(iii) of this Agreementhereto, each limited partnership unit of CPF XIX Shelter outstanding immediately prior to the Effective Time and held by limited partners of CPF XIXShelter, except limited partnership units held by limited partners who have perfected their appraisal rights pursuant to Exhibit A hereto, shall be converted into the right to receive, at the election of the limited partner, either (x) $352.02 4.50 in cash (the “Cash Consideration”) or (y) a number of partnership common units of Aimco OP calculated by dividing $352.02 4.50 by the average closing price of Apartment Investment and Management Company common stock, as reported on the NYSE, over the ten consecutive trading days ending on the second trading day immediately prior to the Effective Time (the “OP Unit Consideration,” ”, and, together with the Cash Consideration, the “Merger Consideration”).

Limited Partners’ Interests. (i) In connection with the Merger and in accordance with the procedures set forth in Section 5(a)(iii) of this Agreementhereto, each limited partnership unit of CPF XIX SP Unit outstanding immediately prior to the Effective Time and held by limited partners of CPF XIXSP II, except limited partnership units SP Units held by limited partners who have perfected their appraisal rights pursuant to Exhibit A hereto, shall be converted into the right to receive, at the election of the limited partner, either (x) $352.02 350.64 in cash (the “Cash Consideration”) or (y) a number of partnership common units of Aimco OP calculated by dividing $352.02 350.64 by the average closing price of Apartment Investment and Management Company common stock, as reported on the NYSE, over the ten consecutive trading days ending on the second trading day immediately prior to the Effective Time (the “OP Unit Consideration,” and, together with the Cash Consideration, the “Merger Consideration”).

Limited Partners’ Interests. (i) In connection with the Merger and in accordance with the procedures set forth in Section 5(a)(iii) of this Agreementhereto, each limited partnership unit of CPF XIX Fox outstanding immediately prior to the Effective Time and held by limited partners of CPF XIXFox, except limited partnership units held by limited partners who have perfected their appraisal rights pursuant to Exhibit A hereto, shall be converted into the right to receive, at the election of the limited partner, either (x) $352.02 4.84 in cash (the “Cash Consideration”) or (y) a number of partnership common units of Aimco OP calculated by dividing $352.02 4.84 by the average closing price of Apartment Investment and Management Company common stock, as reported on the NYSE, over the ten consecutive trading days ending on the second trading day immediately prior to the Effective Time (the “OP Unit Consideration,” ”, and, together with the Cash Consideration, the “Merger Consideration”).

Limited Partners’ Interests. (i) In connection with the Merger and in accordance with the procedures set forth in Section 5(a)(iii) of this Agreement, each limited partnership unit of CPF XIX outstanding immediately prior to the Effective Time and held by limited partners of CPF XIX, except limited partnership units held by limited partners who have perfected their appraisal rights pursuant to Exhibit A hereto, shall be converted into the right to receive, at the election of the limited partner, either (x) $352.02 364.65 in cash (the “Cash Consideration”) or (y) a number of partnership common units of Aimco OP calculated by dividing $352.02 364.65 by the average closing price of Apartment Investment and Management Company common stock, as reported on the NYSE, over the ten consecutive trading days ending on the second trading day immediately prior to the Effective Time (the “OP Unit Consideration,” and, together with the Cash Consideration, the “Merger Consideration”).

Limited Partners’ Interests. (i) In connection with the Merger and in accordance with the procedures set forth in Section 5(a)(iii) of this Agreementhereto, each limited partnership unit Series A Unit of CPF XIX CCIP outstanding immediately prior to the Effective Time and held by limited partners of CPF XIXCCIP, except limited partnership units Series A Units held by limited partners who have perfected their appraisal rights pursuant to Exhibit A hereto, shall be converted into the right to receive, at the election of the limited partner, either (x) $352.02 4.31 in cash (the “Cash Consideration”) or (y) a number of partnership common units of Aimco OP calculated by dividing $352.02 4.31 by the average closing price of Apartment Investment and Management Company common stock, as reported on the NYSE, over the ten consecutive trading days ending on the second trading day immediately prior to the Effective Time (the “OP Unit Consideration,” ”, and, together with the Cash Consideration, the “Merger Consideration”).