Century Properties Fund Xix Sample Contracts

AGREEMENT OF JOINT FILING The parties listed below agree that the Amendment No. 25 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...
Joint Filing Agreement • May 7th, 2002 • Century Properties Fund Xix • Real estate

The parties listed below agree that the Amendment No. 25 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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AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • October 3rd, 2003 • Century Properties Fund Xix • Real estate
The undersigned hereby agrees as set forth under "ACKNOWLEDGMENT AND AGREEMENT" below.
Acknowledgment and Agreement to Tender Units of Limited Partnership • June 4th, 2002 • Century Properties Fund Xix • Real estate
MULTIFAMILY NOTE
Multifamily Note • November 10th, 2009 • Century Properties Fund Xix • 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 KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation, the principal sum of Three Million Nine Hundred Thousand and No/100ths Dollars (US $3,900,000.00), with interest on the unpaid principal balance, as hereinafter provided.

AMENDED AND RESTATED MULTIFAMILY NOTE (Recast Transaction)
Multifamily Note • July 7th, 2006 • Century Properties Fund Xix • Real estate

THIS AMENDED AND RESTATED MULTIFAMILY NOTE (“Amended and Restated Note”) is made effective as of the 30th day of June, 2006, by CENTURY PROPERTY FUND XIX doing business in Florida as Century Property Fund XIX, Ltd., a Delaware limited partnership ("Borrower"); and the FEDERAL HOME LOAN MORTGAGE CORPORATION ("Lender")

PURCHASE AND SALE CONTRACT BETWEEN CENTURY PROPERTIES FUND XIX, L.P., a Delaware limited partnership AS SELLER AND HAMILTON ZANZE & COMPANY, a California corporation AS PURCHASER Greenspoint at Paradise Valley Apartments
Purchase and Sale Contract • February 1st, 2012 • Century Properties Fund Xix • Real estate • Arizona

THIS PURCHASE AND SALE CONTRACT (this "Contract") is entered into as of the 26th day of January, 2012 (the "Effective Date"), by and between CENTURY PROPERTIES FUND XIX, L.P., a Delaware limited partnership, 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-CME
Multifamily Note • May 6th, 2011 • Century Properties Fund Xix • 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 KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation, the principal sum of Fourteen Million Nine Hundred Eighty-Two Thousand and No/100ths Dollars (US $14,982,000), with interest on the unpaid principal balance, as hereinafter provided.

MULTIFAMILY NOTE-CME
Multifamily Note-Cme • May 6th, 2011 • Century Properties Fund Xix • 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 KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation, the principal sum of Fifteen Million Eight Hundred Twenty-Eight Thousand and No/100ths Dollars (US $15,828,000), with interest on the unpaid principal balance, as hereinafter provided.

SECOND AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF Century Properties Fund XIX, LP
Limited Partnership Agreement • November 13th, 2008 • Century Properties Fund Xix • Real estate • Delaware

This SECOND AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF Century Properties Fund XIX, LP, dated as of August 29, 2008 (this “Amendment”), is by and among Fox Partners II, a California general partnership (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 TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CENTURY PROPERTIES FUND XIX
Limited Partnership Agreement • March 19th, 2007 • Century Properties Fund Xix • Real estate • California

THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CENTURY PROPERTIES FUND XIX (this "Amendment") is entered into as of December 4, 2006, by and among Fox Partners II, a California general partnership (the "General Partner"), and each of the Limited Partners. All capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings given to them in the Partnership Agreement (as defined below).

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • August 20th, 2012 • Century Properties Fund Xix • Real estate • Florida

THIS FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Amendment") is made and entered into as of the 15th day of August, 2012 (the "Amendment Effective Date"), by and between CENTURY PROPERTIES FUND XIX, LP, a Delaware limited partnership("Seller") and AUGUSTUS PARTNERS, LLC, a Colorado limited liability company ("Purchaser").

PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • April 7th, 2008 • Century Properties Fund Xix • Real estate • Georgia

THIS PURCHASE AND SALE CONTRACT (this “Contract”) is entered into as of the 1st day of April, 2008 (the “Effective Date”), by and between CENTURY PROPERTIES FUND XIX, a California limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and TITAN REAL ESTATE INVESTMENT GROUP, LLC, an Ohio limited liability company, having a principal address at 135 South Main Street, Suite 301, Greenville, South Carolina 29601 (“Purchaser”).

Instrument Prepared By And
Modification Agreement • April 5th, 2007 • Century Properties Fund Xix • Real estate • Arizona
WITNESSETH:
Note Amendment • March 30th, 1998 • Century Properties Fund Xix • Real estate • Texas
AGREEMENT AND PLAN OF MERGER
Merger Agreement • July 28th, 2011 • Century Properties Fund Xix • Real estate • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 28, 2011, by and among CENTURY PROPERTIES FUND XIX, LP, a Delaware limited partnership (“CPF XIX”), CPF XIX MERGER SUB LLC, a Delaware limited liability company (the “Aimco Subsidiary”), and AIMCO PROPERTIES, L.P., a Delaware limited partnership (“Aimco OP”).

AMENDMENT OF PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • March 28th, 2006 • Century Properties Fund Xix • Real estate

THIS AMENDMENT OF PURCHASE AND SALE CONTRACT (this “Amendment”) is entered into effective as of the 22nd day of March 2006, by and between CENTURY PROPERTIES FUND XIX, a California limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller"), and FF REALTY LLC, a Delaware limited liability company, having a principal address at 5510 Morehouse Drive, Suite 200, San Diego, California 92121 ("Purchaser").

WITNESSETH:
Note Amendment • March 30th, 1998 • Century Properties Fund Xix • Real estate • Texas
SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • August 23rd, 2012 • Century Properties Fund Xix • Real estate • Florida

THIS SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Amendment") is made and entered into as of the 21st day of August, 2012 (the "Amendment Effective Date"), by and between CENTURY PROPERTIES FUND XIX, LP, a Delaware limited partnership("Seller") and AUGUSTUS PARTNERS, LLC, a Colorado limited liability company("Purchaser").

THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • September 28th, 2012 • Century Properties Fund Xix • Real estate • Florida

THIS THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Amendment") is made and entered into as of the 25th day of September, 2012, by and between CENTURY PROPERTIES FUND XIX, LP, a Delaware limited partnership("Seller") and AUGUSTUS PARTNERS, LLC, a Colorado limited liability company("Purchaser").

LOAN AGREEMENT
Loan Agreement • April 5th, 2007 • Century Properties Fund Xix • Real estate • Arizona

THIS LOAN AGREEMENT is made as of March 30, 2007, by and between CENTURY PROPERTIES FUND XIX, a California limited partnership (“Borrower”), and ING LIFE INSURANCE AND ANNUITY COMPANY, a Connecticut corporation (“Lender”).

Agreement and Plan of Merger
Merger Agreement • February 28th, 2013 • Century Properties Fund Xix • Real estate • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 28, 2013, by and among CENTURY PROPERTIES FUND XIX, LP, a Delaware limited partnership (“CPF XIX”), AIMCO CPF XIX MERGER SUB LLC, a Delaware limited liability company (the “Aimco Subsidiary”), and AIMCO PROPERTIES, L.P., a Delaware limited partnership (“Aimco OP”).

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PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • June 12th, 2009 • Century Properties Fund Xix • Real estate • Florida

THIS PURCHASE AND SALE CONTRACT (this “Contract”) is entered into as of the 8th day of June, 2009 (the “Effective Date”), by and between CENTURY PROPERTIES FUND XIX, LP, a Delaware limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and WRH PROPERTIES INC., a Florida corporation, having a principal address at 100 Second Avenue South, Suite 904, St. Petersburg, Florida 33701 (“Purchaser”).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • August 12th, 2009 • Century Properties Fund Xix • Real estate • Delaware

Agreement and Plan of Merger (this "Agreement"), dated as of August 29, 2008, by and between Century Properties Fund XIX, a California limited partnership (the "California Partnership"), and Century Properties Fund XIX, LP, a Delaware limited partnership (the "Delaware Partnership").

REINSTATEMENT OF AND FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • September 25th, 2009 • Century Properties Fund Xix • Real estate

WHEREAS, Seller and Purchaser entered into a Purchase and Sale Contract dated as of June 8, 2009 (the “Contract”) with respect to the sale of certain property known as Tamarind Bay located in St. Petersburg, Florida, as described in the Contract;

REINSTATEMENT OF AND SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • May 28th, 2008 • Century Properties Fund Xix • Real estate

THIS REINSTATEMENT OF AND SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (herein called this “Amendment”) is made and entered into as of the 21st day of May, 2008 by and between CENTURY PROPERTIES FUND XIX, a California limited partnership (herein called “Seller”), and TITAN REAL ESTATE INVESTMENT GROUP, LLC, an Ohio limited liability company (herein called “Purchaser”).

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