AIMCO/Bethesda Holdings, Inc. Sample Contracts

AGREEMENT OF JOINT FILING
AIMCO/Bethesda Holdings, Inc. • May 19th, 2008 • Real estate

The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of them shall be deemed an original, but all of which together shall constitute one and the same instrument.

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DISTRIBUTION AND CONTRIBUTION AGREEMENT
Distribution and Contribution Agreement • May 19th, 2008 • AIMCO/Bethesda Holdings, Inc. • Real estate • Colorado

This DISTRIBUTION AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of May 8, 2008, is by and among AIMCO/Bethesda Employee, L.L.C., AIMCO/Bethesda Holdings, Inc., AIMCO-GP, Inc., AIMCO/IPT, Inc., AIMCO IPLP, L.P., AIMCO Jacques-Miller, L.P., AIMCO-LP, Inc., AIMCO Michigan Meadows Holdings, L.L.C., AIMCO Properties, L.P., Apartment Investment and Management Company, Cooper River Properties, L.L.C., MAE Investments, Inc., OAMCO II, L.L.C., Oxford Associates ’79 Limited Partnership, Oxford Equities Corporation, Oxford Holding Corporation, Oxford Realty Financial Group, Inc. and Reedy River Properties, L.L.C.

AGREEMENT OF JOINT FILING
AIMCO/Bethesda Holdings, Inc. • January 22nd, 2009 • Real estate investment trusts

The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of them shall be deemed an original, but all of which together shall constitute one and the same instrument.

AGREEMENT OF JOINT FILING
Agreement of Joint Filing • March 13th, 2009 • AIMCO/Bethesda Holdings, Inc. • Real estate

The parties listed below agree that the Amendment No. 23 to Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of them shall be deemed an original, but all of which together shall constitute one and the same instrument.

DISTRIBUTION AND CONTRIBUTION AGREEMENT
Distribution and Contribution Agreement • January 22nd, 2009 • AIMCO/Bethesda Holdings, Inc. • Real estate investment trusts • Colorado

This DISTRIBUTION AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of January 12, 2009, is by and among Apartment Investment and Management Company, AIMCO/Bethesda Employee, L.L.C., AIMCO/Bethesda Holdings, Inc., AIMCO/DFW Residential Investors GP, LLC, AIMCO Galleria Office, L.P., AIMCO-GP, Inc., AIMCO Holdings, L.P., AIMCO Holdings QRS, Inc., AIMCO IPLP, L.P., AIMCO/IPT, Inc., AIMCO-LP Trust, AIMCO Lake Castleton Arms, L.L.C., AIMCO Properties, L.P., AIMCO QRS GP, LLC, AIMCO San Bruno Apartment Partners, L.P., AIMCO Woodway Office, L.P., Ambassador Apartments, L.P., Ambassador VIII, Inc., Ambassador VIII, L.P., CCP/III Village Green GP, Inc., ConCap Equities, Inc., ConCap Village Green Associates, Ltd., Consolidated Capital Properties III, Cooper River Properties, L.L.C., DFW Residential Investors Limited Partnership, Davidson Growth Plus GP Corporation, Davidson Growth Plus GP Limited Partnership, Davidson Growth Plus, L.P., Lake Castleton II, L.P., National Property Investor

AGREEMENT OF JOINT FILING
Agreement of Joint Filing • April 7th, 2008 • AIMCO/Bethesda Holdings, Inc. • Real estate

The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of them shall be deemed an original, but all of which together shall constitute one and the same instrument.

DISTRIBUTION AND CONTRIBUTION AGREEMENT
Distribution and Contribution Agreement • January 22nd, 2009 • AIMCO/Bethesda Holdings, Inc. • Real estate • Colorado

This DISTRIBUTION AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of January 12, 2009, is by and among Apartment Investment and Management Company, AIMCO/Bethesda Employee, L.L.C., AIMCO/Bethesda Holdings, Inc., AIMCO/DFW Residential Investors GP, LLC, AIMCO Galleria Office, L.P., AIMCO-GP, Inc., AIMCO Holdings, L.P., AIMCO Holdings QRS, Inc., AIMCO IPLP, L.P., AIMCO/IPT, Inc., AIMCO-LP Trust, AIMCO Lake Castleton Arms, L.L.C., AIMCO Properties, L.P., AIMCO QRS GP, LLC, AIMCO San Bruno Apartment Partners, L.P., AIMCO Woodway Office, L.P., Ambassador Apartments, L.P., Ambassador VIII, Inc., Ambassador VIII, L.P., CCP/III Village Green GP, Inc., ConCap Equities, Inc., ConCap Village Green Associates, Ltd., Consolidated Capital Properties III, Cooper River Properties, L.L.C., DFW Residential Investors Limited Partnership, Davidson Growth Plus GP Corporation, Davidson Growth Plus GP Limited Partnership, Davidson Growth Plus, L.P., Lake Castleton II, L.P., National Property Investor

DISTRIBUTION AND CONTRIBUTION AGREEMENT
Distribution and Contribution Agreement • April 7th, 2008 • AIMCO/Bethesda Holdings, Inc. • Real estate • Colorado

This DISTRIBUTION AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of March 28, 2008, is by and among Apartment Investment and Management Company, AIMCO/Bethesda Holdings, Inc., AIMCO/Brandywine, L.P., AIMCO Brentwood, LLC, AIMCO Canterbury Green, L.L.C., AIMCO Cape Cod, LLC, AIMCO Frankford Place, LLC, AIMCO-GP, Inc., AIMCO Holdings, L.P., AIMCO Holdings QRS, Inc., AIMCO IPLP, L.P., AIMCO/IPT, Inc., AIMCO Jacques-Miller, L.P., AIMCO-LP, Inc., AIMCO Lexington (TX), LLC, AIMCO Properties, L.P., AIMCO Stone Pointe, L.L.C., AIMCO Stratford, LLC, AIMCO Williams Cove, LLC, AIMCO Windridge, LLC, Ambassador I, L.P., Ambassador VIII, L.P., Cooper River Properties, L.L.C., Davidson Diversified Properties, Inc., Fox Capital Management Corporation, Lakeside Investors, L.L.C., MAE Investments, Inc., NHP Partners Two Limited Partnership, National Corporation for Housing Partnerships, and The National Housing Partnership.

AGREEMENT OF JOINT FILING
AIMCO/Bethesda Holdings, Inc. • January 22nd, 2009 • Real estate

The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of them shall be deemed an original, but all of which together shall constitute one and the same instrument.

AGREEMENT OF JOINT FILING
AIMCO/Bethesda Holdings, Inc. • April 7th, 2008 • Real estate

The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of them shall be deemed an original, but all of which together shall constitute one and the same instrument.

AGREEMENT OF JOINT FILING
AIMCO/Bethesda Holdings, Inc. • January 22nd, 2009 • Real estate

The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of them shall be deemed an original, but all of which together shall constitute one and the same instrument.

DISTRIBUTION AND CONTRIBUTION AGREEMENT
Distribution and Contribution Agreement • January 22nd, 2009 • AIMCO/Bethesda Holdings, Inc. • Real estate • Colorado

This DISTRIBUTION AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of January 12, 2009, is by and among Apartment Investment and Management Company, AIMCO/Bethesda Employee, L.L.C., AIMCO/Bethesda Holdings, Inc., AIMCO/DFW Residential Investors GP, LLC, AIMCO Galleria Office, L.P., AIMCO-GP, Inc., AIMCO Holdings, L.P., AIMCO Holdings QRS, Inc., AIMCO IPLP, L.P., AIMCO/IPT, Inc., AIMCO-LP Trust, AIMCO Lake Castleton Arms, L.L.C., AIMCO Properties, L.P., AIMCO QRS GP, LLC, AIMCO San Bruno Apartment Partners, L.P., AIMCO Woodway Office, L.P., Ambassador Apartments, L.P., Ambassador VIII, Inc., Ambassador VIII, L.P., CCP/III Village Green GP, Inc., ConCap Equities, Inc., ConCap Village Green Associates, Ltd., Consolidated Capital Properties III, Cooper River Properties, L.L.C., DFW Residential Investors Limited Partnership, Davidson Growth Plus GP Corporation, Davidson Growth Plus GP Limited Partnership, Davidson Growth Plus, L.P., Lake Castleton II, L.P., National Property Investor

AGREEMENT OF JOINT FILING
AIMCO/Bethesda Holdings, Inc. • July 7th, 2009 • Real estate investment trusts

The parties listed below agree that the Amendment No. 29 to Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of them shall be deemed an original, but all of which together shall constitute one and the same instrument.

AGREEMENT OF JOINT FILING
AIMCO/Bethesda Holdings, Inc. • March 30th, 2009 • Real estate investment trusts

The parties listed below agree that the Amendment No. 28 to Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of them shall be deemed an original, but all of which together shall constitute one and the same instrument.

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