Real Estate Associates LTD V Sample Contracts

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June 26, 1998
Offer to Purchase Limited Partnership Interests • August 10th, 1998 • Real Estate Associates LTD V • Real estate
SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF GRANDVIEW PLACE LIMITED PARTNERSHIP
Amended and Restated Agreement and Certificate of Limited Partnership • July 14th, 2011 • Real Estate Associates LTD V • Real estate

This Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership (the “Amendment”), effective as of July 11, 2011 (the “Effective Date”), is entered into by Dennis D. Curran (the “Operating General Partner”) and GVP, Inc., a Montana corporation (together with the Operating General Partner, each a “General Partner” and, collectively, the “General Partners”); Real Estate Associates Limited V, a California limited partnership (“the “Withdrawing Limited Partner”); and Randel Corporation, a Nevada corporation (the “Incoming Limited Partner”) (each of the foregoing is hereinafter sometimes referred to as a “Party” and any two or more, as the context requires, are hereinafter sometimes referred to as the “Parties”), with reference to the following facts:

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • February 22nd, 2011 • Real Estate Associates LTD V • Real estate

This Assignment and Assumption Agreement (the "Agreement") is made as of February 16, 2011 (the "Effective Date"), by and between Real Estate Associates Limited V, a California limited partnership ("Assignor"); Randel Corporation, a Nevada corporation, or its nominee ("Assignee"); and Dennis D. Curran, an individual (the "Operating General Partner"), GVP, Inc., a Montana corporation ("GVP" and together with the Operating General Partner, each a "General Partner" and, collectively, the "General Partners") (each of the foregoing is hereinafter sometimes referred to as a "Party" and, as the context requires, any two or more, collectively, "Parties"), with reference to the following:

FIRST AMENDMENT TO RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF REAL ESTATE ASSOCIATES LIMITED V, A CALIFORNIA LIMITED PARTNERSHIP
Limited Partnership Agreement • August 13th, 2010 • Real Estate Associates LTD V • Real estate • California

This First Amendment (the “First Amendment”) to the Restated Certificate and Agreement of Limited Partnership of Real Estate Associates Limited V, a California limited partnership (the “Partnership”), is made and entered into as of June 15, 2010.

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