PURCHASE AND SALE CONTRACT

Purchase and Sale Agreement

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Title: PURCHASE AND SALE CONTRACT
Date: 7/27/2007
Law Firm: Eisner & Heiman, P.C.; Brownstein Hyatt Farber Schreck, P.C.

Exhibit 10.62

PURCHASE AND SALE CONTRACT

BETWEEN

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3,

a California limited partnership

AS SELLER

AND

6900 SOUTH SHORE, LLC,

an Illinois limited liability company

AS PURCHASER

HIDDEN COVE APARTMENTS

TABLE OF CONTENTS

(continued)

Page

ARTICLE I

DEFINED TERMS

ARTICLE II

PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT

2.1

Purchase and Sale

2.2

Purchase Price and Deposit

2.3

Escrow Provisions Regarding Deposit

ARTICLE III

FEASIBILITY PERIOD

3.1

Feasibility Period

3.2

Expiration of Feasibility Period

3.3

Conduct of Investigation

3.4

Purchaser Indemnification

3.5

Property Materials

3.6

Property Contracts

ARTICLE IV

TITLE

4.1

Title Documents

4.2

Survey

4.3

Termination Rights Related to Title Documents and Survey

4.4

Permitted Exceptions

4.5

Existing Deed of Trust

4.6

Purchaser Financing

ARTICLE V

CLOSING

5.1

Closing Date

5.2

Seller Closing Deliveries

5.3

Purchaser Closing Deliveries

5.4

Closing Prorations and Adjustments

5.5

Post Closing Adjustments

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER

6.1

Seller’s Representations

6.2

AS-IS

6.3

Survival of Seller’s Representations

6.4

Definition of Seller’s Knowledge

6.5

Representations And Warranties Of Purchaser

ARTICLE VII

OPERATION OF THE PROPERTY

7.1

Leases and Property Contracts

7.2

General Operation of Property

7.3

Liens

ARTICLE VIII

CONDITIONS PRECEDENT TO CLOSING

8.1

Purchaser’s Conditions to Closing

8.2

Seller’s Conditions to Closing

ARTICLE IX

BROKERAGE

9.1

Indemnity

9.2

Broker Commission

9.3

Broker Signature Page

ARTICLE X

DEFAULTS AND REMEDIES

10.1

Purchaser Default

10.2

Seller Default

ARTICLE XI

RISK OF LOSS OR CASUALTY

11.1

Major Damage

11.2

Minor Damage

11.3

Repairs

ARTICLE XII

EMINENT DOMAIN

12.1

Eminent Domain

ARTICLE XIII

MISCELLANEOUS

13.1

Binding Effect of Contract

13.2

Exhibits And Schedules

13.3

Assignability

13.4

Binding Effect

13.5

Captions

13.6

Number And Gender Of Words

13.7

Notices

13.8

Governing Law And Venue

13.9

Entire Agreement

13.10

Amendments

13.11

Severability

13.12

Multiple Counterparts/Facsimile Signatures

13.13

Construction

13.14

Confidentiality

13.15

Time Of The Essence

13.16

Waiver

13.17

Attorneys Fees

13.18

Time Periods

13.19

1031 Exchange

13.20

No Personal Liability of Officers, Trustees or Directors of Seller’s Partners.

13.21

No Exclusive Negotiations

13.22

ADA Disclosure

13.23

No Recording

13.24

Relationship of Parties

13.25

Dispute Resolution

13.26

AIMCO Marks

13.27

Non-Solicitation of Employees

13.28

Survival

13.29

Multiple Purchasers

ARTICLE XIV

LEAD–BASED PAINT DISCLOSURE

14.1

Disclosure

14.2

Consent Agreement

PURCHASE AND SALE CONTRACT

THIS PURCHASE AND SALE CONTRACT (this “ Contract ”) is entered into as of the 23 ^rd day of July, 2007 (the “ Effective Date ”), by and between CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, a California limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller ”), and 6900 SOUTH SHORE, LLC, an Illinois limited liability company, having a principal address at 910 Whitehall Drive, Crown Point, Indiana 46307 (“ Purchaser ”).

NOW, THEREFORE, in consideration of mutual covenants set forth herein, Seller and Purchaser hereby agree as follows:

RECITALS

Seller owns the real estate located in Wayne County, Michigan, as more particularly described in Exhibit “A” attached hereto and made a part hereof, and the improvements thereon, commonly known as Hidden Cove Apartments.

Purchaser desires to purchase, and Seller desires to sell, such land, improvements and certain associated property, on the terms and conditions set forth below.

ARTICLE I
DEFINED TERMS

1.1

Unless otherwise defined herein, any term with its initial letter capitalized in this Contract shall have the meaning set forth in this ARTICLE 1 .

1.1.1

“ ADA ” shall have the meaning set forth in Section 13.22 .

1.1.2

“ Additional Deposit ” shall have the meaning set forth in Section 2.2.2 .

1.1.3

“ AIMCO ” shall have the meaning set forth in Section 14.2 .

1.1.4

“ AIMCO Marks ” means all words, phrases, slogans, materials, software, proprietary systems, trade secrets, proprietary information and lists, and other intellectual property owned or used by Seller, the Property Manager, or AIMCO in the marketing, operation or use of the Property (or in the marketing, operation or use of any other properties managed by the Property Manager or owned by AIMCO or an affiliate of either Property Manager or AIMCO).

1.1.5

[Intentionally left blank].

1.1.6

[Intentionally left blank].

1.1.7

[Intentionally left blank].

1.1.8

“ Broker ” shall have the meaning set forth in Section 9.1 .

1.1.9

“ Business Day ” means any day other than a Saturday or Sunday or Federal holiday or legal holiday in the States of Colorado, Michigan or Texas.

1.1.10

“ Closing ” means the consummation of the purchase and sale and related transactions contemplated by this Contract in accordance with the terms and conditions of this Contract.

1.1.11

“ Closing Date ” means the date on which date the Closing of the conveyance of the Property is required to be held pursuant to Section 5.1 .

1.1.12

“ Code ” shall have the meaning set forth in Section 2.3.6 .

1.1.13

“ Consent Agreement ” shall have the meaning set forth in Section 14.2 .

1.1.14

“ Consultants ” shall have the meaning set forth in Section 3.1 .

1.1.15

“ Damage Notice ” shall have the meaning set forth in Section 11.1 .

1.1.16

“ Deed ” shall have the meaning set forth in Section 5.2.1 .

1.1.17

“ Deed of Trust ” shall have the meaning set forth in Section 4.5 .

1.1.18

“ Deposit ” means, to the extent actually deposited by Purchaser with Escrow Agent, the Initial Deposit and the Additional Deposit.

1.1.19

“ Escrow Agent ” shall have the meaning set forth in Section 2.2.1 .

1.1.20

“ Excluded Permits ” means those Permits which, under applicable law, are nontransferable and such other Permits, if any, as may be designated as Excluded Permits on Schedule 1.1.20 .

1.1.21

“ Existing Survey ” shall have the meaning set forth in Section 4.2 .

1.1.22

“ Feasibility Period ” shall have the meaning set forth in Section 3.1 .

1.1.23

“ FHA “ shall have the meaning set forth in Section 13.22 .

1.1.24

“ Final Response Deadline ” shall have the meaning set forth in Section 4.3 .

1.1.25

“ Fixtures and Tangible Personal Property ” means all fixtures, furniture, furnishings, fittings, equipment, machinery, apparatus, appliances and other articles of tangible personal property located on the Land or in the Improvements as of the Effective Date and used or usable in connection with the occupation or operation of all or any part of the Property, but only to the extent transferable. The term “Fixtures and Tangible Personal Property” does not include (a) equipment leased by Seller and the interest of Seller in any equipment provided to the Property for use, but not owned or leased by Seller, or (b) property owned or leased by any Tenant or guest, employee or other person furnishing goods or services to the Property, or (c) property and equipment owned by Seller, which in the ordinary course of business of the Property is not used exclusively for the business, operation or management of the Property, or (d) the property and equipment, if any, expressly identified in Schedule 1.1.25 .

1.1.26

“ General Assignment ” shall have the meaning set forth in Section 5.2.3 .

1.1.27

“ Good Funds ” shall have the meaning set forth in Section 2.2.1 .

1.1.28

“ Improvements ” means all buildings and improvements located on the Land taken “as is.”

1.1.29

“ Initial Deposit ” shall have the meaning set forth in Section 2.2.1 .

1.1.30

“ Land ” means all of those certain tracts of land located in the State of Michigan described on Exhibit “A” , and all rights, privileges and appurtenances pertaining thereto.

1.1.31

“ Lease(s) ” means the interest of Seller in and to all leases, subleases and other occupancy contracts, whether or not of record, which provide for the use or occupancy of space or facilities on or relating to the Property and which are in force as of the Closing Date for the applicable Property.

1.1.32

“ Leases Assignment ” shall have the meaning set forth in Section 5.2.4 .

1.1.33

“ Lender ” means FEDERAL HOME LOAN MORTGAGE CORPORATION, a corporation organized under the laws of the United States of America, whose servicer is GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation.

1.1.34

[Intentionally left blank].

1.1.35

“ Loan ” means the indebtedness owing to Lender evidenced by the Note.

1.1.36

[Intentionally left blank].

1.1.37

“ Loan Balance ” shall have the meaning set forth in Section 2.2.3 .

1.1.38

“ Loan Payoff ” shall have the meaning set forth in Section 5.4.7 .

1.1.39

“ Losses ” shall have the meaning set forth in Section 3.4.1 .

1.1.40

“ Materials ” shall have the meaning set forth in Section 3.5 .

1.1.41

“ Miscellaneous Property Assets ” means all contract rights, leases, concessions, warranties, plans, drawings and other items of intangible personal property relating to the ownership or operation of the Property and owned by Seller, excluding, however, (a) receivables, (b) Property Contracts, (c) Leases, (d) Permits, (e) cash or other funds, whether in petty cash or house “banks,” or on deposit in bank accounts or in transit for deposit, (f) refunds, rebates or other claims, or any interest thereon, for periods or events occurring prior to the Closing Date, (g) utility and similar deposits, (h) insurance or other prepaid items, (i) Seller’s proprietary books and records, or (j) any right, title or interest in or to the AIMCO Marks. The term “Miscellaneous Property Assets” also shall include all of Seller’s rights, if any, in and to the name “Hidden Cove Apartments” as it relates solely to use in connection with the Property (and not with respect to any other property owned or managed by Seller, Property Manager, AIMCO, or their respective affiliates).

1.1.42

“ Note ” means that certain Multifamily Note in the original principal amount of $2,860,000.00, dated September 18, 2001, executed by Seller and payable to the order of GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation, as assigned to FEDERAL HOME LOAN MORTGAGE CORPORATION, a corporation organized under the laws of the United States of America.

1.1.43

“ Objection Deadline ” shall have the meaning set forth in Section 4.3 .

1.1.44

“ Objection Notice ” shall have the meaning set forth in Section 4.3 .

1.1.45

“ Objections ” shall have the meaning set forth in Section 4.3 .

1.1.46

“ Permits ” means all licenses and permits granted by any governmental authority having jurisdiction over the Property owned by Seller and required in order to own and operate the Property.

1.1.47

“ Permitted Exceptions ” shall have the meaning set forth in Section 4.4 .

1.1.48

“ Prohibited Person ” means any of the following: (a) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (the “ Executive Order ”); (b) a person or entity owned or controlled by, or acting for or on behalf of any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (c) a person or entity that is named as a “specially designated national” or “blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control (“ OFAC ”) at its official website, http://www.treas.gov/offices/enforcement/ofac; (d) a person or entity that is otherwise the target of any economic sanctions program currently administered by OFAC; or (e) a person or entity that is affiliated with any person or entity identified in clause (a), (b), (c) and/or (d) above.

1.1.49

“ Property ” means (a) the Land and Improvements and all rights of Seller, if any, in and to all of the easements, rights, privileges, and appurtenances belonging or in any way appertaining to the Land and Improvements, (b) the right, if any and only to the extent transferable, of Seller in the Property Contracts, Leases, Permits (other than Excluded Permits), and the Fixtures and Tangible Personal Property, and (c) the Miscellaneous Property Assets owned by Seller which are located on the Property and used in its operation.

1.1.50

“ Property Contracts ” means all contracts, agreements, equipment leases, purchase orders, maintenance, service, or utility contracts and similar contracts, excluding Leases, which relate to the ownership, maintenance, construction or repair and/or operation of the Property, but only to the extent assignable by their terms or applicable law (including any contracts that are assignable with the consent of the applicable vendor), and not including (a) any national contracts entered into by Seller, Property Manager, or AIMCO with respect to the Property (i) which terminate automatically upon transfer of the Property by Seller, or (ii) which Seller, in Seller’s sole discretion, elects to terminate with respect to the Property effective as of the Closing Date, or (b) any property management contract for the Property, Seller acknowledging that any existing property management contract shall be terminated by Seller effective upon Closing. Property Contracts shall not include forward or similar long-term contracts to purchase electricity, natural gas, or other utilities, which contracts shall be “Utility Contracts” governed by the provisions of Section 5.4.11 .

1.1.51

" Property Contracts List " shall have the meaning set forth in Section 3.5.4 .

1.1.52

“ Property Contracts Notice ” shall have the meaning set forth in Section 3.6 .

1.1.53

“ Property Manager ” means the current property manager of the Property.

1.1.54

“ Proration Schedule ” shall have the meaning set forth in Section 5.4.1 .

1.1.55

“ Purchase Price ” means the consideration to be paid by Purchaser to Seller for the purchase of the Property pursuant to Section 2.2 .

1.1.56

“ Records Disposal Notice ” shall have the meaning set forth in Section 5.4.12 .

1.1.57

“ Records Hold Period ” shall have the meaning set forth in Section 5.4.12 .

1.1.58

“ Regional Property Manager ” shall have the meaning set forth in Section 6.4 .

1.1.59

" Rent Roll " shall have the meaning set forth in Section 3.5.3 .

1.1.60

“ Required Assignment Consent ” shall have the meaning set forth in Section 3.6 .

1.1.61

“ Report ” shall have the meaning set forth in Section 14.2 .

1.1.62

“ Response Deadline ” shall have the meaning set forth in Section 4.3 .

1.1.63

“ Response Notice ” shall have the meaning set forth in Section 4.3 .

1.1.64

“ Seller’s Indemnified Parties ” shall have the meaning set forth in Section 3.4.1 .

1.1.65

“ Seller’s Property-Related Files and Records ” shall have the meaning set forth in Section 5.4.12 .

1.1.66

“ Seller’s Representations ” shall have the meaning set forth in Section 6.1 .

1.1.67

“ Survey ” shall have the meaning ascribed thereto in Section 4.2 .

1.1.68

“ Survival Period ” shall have the meaning set forth in Section 6.3 .

1.1.69

“ Survival Provisions ” shall have the meaning set forth in Section 13.28 .

1.1.70

“ Tenant ” means any person or entity entitled to occupy any portion of the Property under a Lease.

1.1.71

“ Tenant Deposits ” means all security deposits, prepaid rentals, cleaning fees and other refundable deposits and fees collected from Tenants, plus any interest accrued thereon, paid by Tenants to Seller pursuant to the Leases. Tenant Deposits shall not include any non-refundable deposits or fees paid by Tenants to Seller, either pursuant to the Leases or otherwise.

1.1.72

“ Tenant Security Deposit Balance ” shall have the meaning set forth in Section 5.4.6.2 .

1.1.73

“ Terminated Contracts ” shall have the meaning set forth in Section 3.6 .

1.1.74

“ Testing ” shall have the meaning set forth in Section 14.2 .

1.1.75

“ Third-Party Reports ” means any reports, studies or other information prepared or compiled for Purchaser by any Consultant or other third-party in connection with Purchaser’s investigation of the Property.

1.1.76

“ Title Commitment ” shall have the meaning ascribed thereto in Section 4.1 .

1.1.77

“ Title Documents ” shall have the meaning set forth in Section 4.1 .

1.1.78

“ Title Insurer ” shall have the meaning set forth in Section 2.2.1 .

1.1.79

“ Title Policy ” shall have the meaning set forth in Section 4.1 .

1.1.80

“ Uncollected Rents ” shall have the meaning set forth in Section 5.4.6.1 .

1.1.81

“ Utility Contract “ shall have the meaning set forth in Section 5.4.11 .

1.1.82

“ Vendor Terminations ” shall have the meaning set forth in Section 5.2.5 .

ARTICLE II
PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT

2.1

Purchase and Sale . Seller agrees to sell and convey the Property to Purchaser and Purchaser agrees to purchase the Property from Seller, all in accordance with the terms and conditions set forth in this Contract.

2.2

Purchase Price and Deposit . The total purchase price (“ Purchase Price ”) for the Property shall be an amount equal to $4,100,000.00, which amount shall be paid by Purchaser, as follows:

2.2.1

On the Effective Date, Purchaser shall deliver to Stewart Title Guaranty Company, c/o Wendy Howell, National Commercial Closing Specialist, 1980 Post Oak Boulevard, Suite 610, Houston, TX 77056, 800-729-1906 (“ Escrow Agent ” or “ Title Insurer ”) an initial deposit (the “ Initial Deposit ”) of $50,000.00 by wire transfer of immediately available funds (“ Good Funds ”). The Initial Deposit shall be held and disbursed in accordance with the escrow provisions set forth in Section 2.3 .

2.2.2

On the day that the Feasibility Period expires, Purchaser shall deliver to Escrow Agent an additional deposit (the “ Additional Deposit ” ) of $50,000.00 by wire by transfer of Good Funds. The Additional Deposit shall be held and disbursed in accordance with the escrow provisions set forth in Section 2.3 .

2.2.3

The balance of the Purchase Price for the Property shall be paid to and received by Escrow Agent by wire transfer of Good Funds no later than 11:00 a.m. (in the time zone in which Escrow Agent is located) on the Closing Date (or such earlier time as required by Seller’s lender).

2.3

Escrow Provisions Regarding Deposit .

2.3.1

Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall, if requested by Purchaser, invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.

2.3.2

Escrow Agent shall hold the Deposit until the earlier occurrence of (i) the Closing Date, at which time the Deposit shall be applied against the Purchase Price, or (ii) the date on which Escrow Agent shall be authorized to disburse the Deposit as set forth in Section 2.3.3 . The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.

2.3.3

If the Deposit has not been released earlier in accordance with Section 2.3.2 , and either party makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment (subject to Purchaser’s obligation under Section 3.5.2 to return or certify the destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Deposit to Purchaser). If Escrow Agent does receive such written objection within such 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator’s decision. However, Escrow Agent shall have the right at any time to deposit the Deposit and interest thereon, if any, with a court of competent jurisdiction in the state in which the Property is located. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

2.3.4

The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of either of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.

2.3.5

The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto with respect to the provisions of this Section 2.3 ; provided , however , that (a) Escrow Agent’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Seller, and the same shall become fully effective upon execution by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 .

2.3.6

Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “ Code ”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser, Seller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.

2.3.7

The provisions of this Section 2.3 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the Deed to Purchaser.

ARTICLE III
FEASIBILITY PERIOD

3.1

Feasibility Period . Subject to the terms of Section 3.3 and 3.4 and the right of Tenants under the Leases, from the Effective Date to and including the date which is 10 days after the Effective Date (the “ Feasibility Period ”), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees (collectively, “ Consultants ”) shall have the right from time to time to enter onto the Property:

3.1.1

To conduct and make any and all customary studies, tests, examinations, inquiries, and inspections, or investigations including, but not limited to, the inspection of not less than twenty-five (25) currently occupied apartments, Seller agreeing to make such apartments available to Purchaser during the Feasibility Period (collectively, the “ Inspections ”) of or concerning the Property (including, without limitation, engineering and feasibility studies, evaluation of drainage and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys);

3.1.2

To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property;

3.1.3

To ascertain and confirm the suitability of the property for Purchaser’s intended use of the Property; and

3.1.4

To review the Materials at Purchaser’s sole cost and expense.

3.2

Expiration of Feasibility Period . If the results of any of the matters referred to in Section 3.1 appear unsatisfactory to Purchaser for any reason or if Purchaser elects not to proceed with the transaction contemplated by this Contract for any other reason, or for no reason whatsoever, in Purchaser’s sole and absolute discretion, then Purchaser shall have the right to terminate this Contract by giving written notice to that effect to Seller and Escrow Agent on or before 5:00 p.m. (in the time zone in which the Escrow Agent is located) on the date of expiration of the Feasibility Period. If Purchaser exercises such right to terminate, this Contract shall terminate and be of no further force and effect subject to and except for the Survival Provisions, and Escrow Agent shall forthwith return the Initial Deposit to Purchaser (subject to Purchaser’s obligation under Section 3.5.2 to return or certify the destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Initial Deposit). If Purchaser fails to provide Seller with written notice of termination prior to the expiration of the Feasibility Period in strict accordance with the notice provisions of this Contract, Purchaser’s right to terminate under this Section 3.2 shall be permanently waived and this Contract shall remain in full force and effect, the Deposit (including both the Initial Deposit and, when delivered in accordance with Section 2.2.2 , the Additional Deposit) shall be non-refundable, and Purchaser’s obligation to purchase the Property shall be non-contingent and unconditional except only for satisfaction of the conditions expressly stated in Section 8.1 .

3.3

Conduct of Investigation . Purchaser shall not permit any mechanic’s or materialmen’s liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party in connection with any Inspections conducted by or for Purchaser. Purchaser shall give notice to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all Inspections conducted at the Property. Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons. All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its Inspections shall be treated as confidential information by Purchaser, and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its Consultants from divulging such information to any unrelated third parties except as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract. The provisions of this Section 3.3 shall survive the termination of this Contract, and if not so terminated shall survive (except for the confidentiality provisions of this Section 3.3 ) the Closing and delivery of the Deed to Purchaser.

3.4

Purchaser Indemnification .

3.4.1

Purchaser shall indemnify, hold harmless and, if requested by Seller (in Seller’s sole discretion), defend (with counsel approved by Seller) Seller, together with Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including Seller, “ Seller’s Indemnified Parties ”), from and against any and all damages, mechanics’ liens, liabilities, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “ Losses ”) arising from or related to Purchaser’s or its Consultants’ entry onto the Property, and any Inspections or other matters performed by Purchaser with respect to the Property during the Feasibility Period or otherwise.

3.4.2

Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on the Property without Seller’s prior written consent, which consent may be withheld in Seller’s sole discretion. Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of the Property), investigations and other matters that in Seller’s reasonable judgment could result in any injury to the Property or breach of any contract, or expose Seller to any Losses or violation of applicable law, or otherwise adversely affect the Property or Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by the Seller to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, the Property to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 3 . Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state in which the Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto the Property, or (ii) the expiration of 5 days after the Effective Date. The provisions of this Section 3.4 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the Deed to Purchaser.

3.5

Property Materials .

3.5.1

Within 3 days after the Effective Date, and to the extent the same exist and are in Seller’s possession or reasonable control (subject to Section 3.5.2 ), Seller agrees to make the documents set forth on Schedule 3.5 (the “ Materials ”) available at the Property for review and copying by Purchaser at Purchaser’s sole cost and expense. In the alternative, at Seller’s option and within the foregoing [3]-day period, Seller may deliver some or all of the Materials to Purchaser, or make the same available to Purchaser on a secure web site (Purchaser agrees that any item to be delivered by Seller under this Contract shall be deemed delivered to the extent available to Purchaser on such secured web site). To the extent that Purchaser determines that any of the Materials have not been made available or delivered to Purchaser pursuant to this Section 3.5.1 , Purchaser shall notify Seller and Seller shall use commercially reasonable efforts to deliver the same to Purchaser within 5 Business Days after such notification is received by Seller; provided , however , that under no circumstances will the Feasibility Period be extended and Buyer’s sole remedy will be to terminate this Contract pursuant to Section 3.2 .

3.5.2

In providing such information and Materials to Purchaser, other than Seller’s Representations, Seller makes no representation or warranty, express, written, oral, statutory, or implied, and all such representations and warranties are hereby expressly excluded and disclaimed. Any information and Materials provided by Seller to Purchaser under the terms of this Contract is for informational purposes only and, together with all Third-Party Reports, shall be returned by Purchaser to Seller (or the destruction thereof shall be certified in writing by Purchaser to Seller) as a condition to return of the Deposit to Purchaser (if Purchaser is otherwise entitled to such Deposit pursuant to the terms of this Contract) if this Contract is terminated for any reason. Purchaser shall not in any way be entitled to rely upon the accuracy of such information and Materials. Purchaser recognizes and agrees that the Materials and other documents and information delivered or made available by Seller pursuant to this Contract may not be complete or constitute all of such documents which are in Seller’s possession or control, but are those that are readily available to Seller after reasonable inquiry to ascertain their availability. Purchaser understands that, although Seller will use commercially reasonable efforts to locate and make available the Materials and other documents required to be delivered or made available by Seller pursuant to this Contract, Purchaser will not rely on such Materials or other documents as being a complete and accurate source of information with respect to the Property, and will instead in all instances rely exclusively on its own Inspections and Consultants with respect to all matters which it deems relevant to its decision to acquire, own and operate the Property.

3.5.3

In addition to the items set forth on Schedule 3.5 , no later than 3 Business Days after the Effective Date, Seller shall deliver to Purchaser (or otherwise make available to Purchaser as provided under Section 3.5.1 ) a rent roll for the Property listing the Tenant name, apartment number, move-in date, monthly base rent payable, lease expiration date and unapplied security deposit for each Lease (the " Rent Roll "). The Rent Roll shall be part of the Materials for all purposes under this Contract and Seller makes no representations or warranties regarding the Rent Roll other than the express representation set forth in Section 6.1.7 . Seller shall update the Rent Roll in accordance with Section 5.2.10 .

3.5.4

In addition to the items set forth on Schedule 3.5 , no later than 5 Business Days after the Effective Date, Seller shall deliver to Purchaser (or otherwise make available to Purchaser as provided under Section 3.5.1 ) a list of all Property Contracts for the Property (the " Property Contracts List "). Seller makes no representations or warranties regarding the Property Contracts List other than the express representations set forth in Section 6.1.8 . Seller shall update the Property Contracts List in accordance with Section 5.2.11 .

3.5.5

The provisions of this Section 3.5 shall survive the Closing and delivery of the Deed to Purchaser.

3.6

Property Contracts . On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to Seller (the “ Property Contracts Notice ”) specifying any Property Contracts which Purchaser desires to terminate at the Closing (the “ Terminated Contracts ”); provided , however , that (a) the effective date of such termination after Closing shall be subject to the express terms of such Terminated Contracts (and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, Purchaser shall be deemed to have assumed all of Seller’s obligations under such Terminated Contract as of the Closing Date), (b) if any such Property Contract cannot by its terms be terminated, it shall be assumed by Purchaser and not be a Terminated Contract, and (c) to the extent that any such Terminated Contract requires payment of a penalty or premium for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees or penalties. If Purchaser fails to deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, there shall be no Terminated Contracts and Purchaser shall assume all Property Contracts at the Closing. To the extent that any Property Contract to be assumed by Purchaser (including any Property Contract that, because of advance notice requirements, will be temporarily assumed by Purchaser pending the effective date of termination after the Closing Date) is assignable but requires the applicable vendor to consent to the assignment or assumption of the Property Contract by Seller to Purchaser, then, prior to the Closing, Purchaser shall be responsible for obtaining from each applicable vendor a consent (each a “ Required Assignment Consent ”) to the assignment of the Property Contract by Seller to Purchaser (and the assumption by Purchaser of all obligations under such Property Contract). Purchaser shall indemnify, hold harmless and, if requested by Seller (in Seller’s sole discretion), defend (with counsel approved by Seller) Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent.

ARTICLE IV
TITLE

4.1

Title Documents . Within 5 Business Days after the Effective Date, Seller shall cause to be delivered to Purchaser a standard form commitment for title insurance (“ Title Commitment ”) for the Property in an amount equal to the Purchase Price from Title Insurer for an owner’s title insurance policy (the “ Title Policy ”) on the most recent standard American Land Title Association form, together with copies of all instruments identified as exceptions therein (together with the Title Commitment, referred to herein as the “ Title Documents ”). Seller shall be responsible only for payment of the basic premium, in the amount of the Purchase Price, for the Title Policy. Purchaser shall be solely responsible for payment of all other costs relating to procurement of the Title Commitment, the Title Policy, and any requested endorsements.

4.2

Survey . Within 5 Business Days after the Effective Date, Seller shall deliver to Purchaser or make available at the Property any existing survey of the Property (the “ Existing Survey ”) which to Seller’s knowledge is in Seller’s possession or reasonable control (subject to Section 3.5.2 ). Purchaser acknowledges and agrees that delivery of the Existing Survey is subject to Section 3.5.2 . Seller has ordered a new survey of the Property (such new or updated survey, together with the Existing Survey, is referred to herein as the “ Survey ”). Seller shall be solely responsible for the cost and expense of the preparation of the Survey ordered by Seller.

4.3

Termination Rights Related to Title Documents and Survey . At the end of the Feasibility Period, Purchaser shall be entitled to terminate this Contract in accordance with Section 3.2 based on any matter disclosed by the Title Documents or the Survey. If Purchaser fails to give notice to terminate this Contract on or before the end of the Feasibility Period, then Purchaser shall be deemed to have elected to approve and irrevocably waive any objections to any matters covered by the Title Documents or the Survey.

4.4

Permitted Exceptions . The Deed delivered pursuant to this Contract shall be subject to the following, all of which shall be deemed “ Permitted Exceptions ”:

4.4.1

All matters shown in the Title Documents and the Survey, other than (a) mechanics’ liens and taxes due and payable with respect to the period preceding Closing, (b) the standard exception regarding the rights of parties in possession, which shall be limited to those parties in possession pursuant to the Leases, and (c) the standard exception pertaining to taxes, which shall be limited to taxes and assessments payable in the year in which the Closing occurs and subsequent taxes and assessments;

4.4.2

All Leases;

4.4.3

[Intentionally left blank];

4.4.4

Applicable zoning and governmental regulations and ordinances;

4.4.5

Any defects in or objections to title to the Property, or title exceptions or encumbrances, arising by, through or under Purchaser; and

4.4.6

The terms and conditions of this Contract.

4.5

Existing Deed of Trust . It is understood and agreed that, whether or not Purchaser gives an Objection Notice with respect thereto, any deeds of trust and/or mortgages which secure the Note (collectively, the “ Deed of Trust ”) shall not be deemed Permitted Exceptions, whether Purchaser gives further written notice of such or not, and shall, pursuant to Section 5.4.7 , be paid off, satisfied, discharged and/or cured from proceeds of the Purchase Price at Closing.

4.6

Purchaser Financing . Purchaser assumes full responsibility to obtain the funds required for settlement, and Purchaser’s acquisition of such funds shall not be a contingency to the Closing.

ARTICLE V
CLOSING

5.1

Closing Date . The Closing shall occur 14 days following the expiration of the Feasibility Period (the “ Closing Date ”) through an escrow with Escrow Agent, whereby the Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means. Notwithstanding the foregoing to the contrary, Seller shall have the option, by delivering written notice to Purchaser, to extend the Closing Date to the last Business Day of the month in which the Closing Date otherwise would occur pursuant to the preceding sentence, or to such other date (either in the same month or the next) as Seller reasonably determines is desirable in connection with the Loan Payoff. Further, the Closing Date may be extended without penalty at the option of Seller to a date not later than 30 days following the Closing Date specified in the first sentence of this paragraph above (or, if applicable, as extended by Seller pursuant to the second sentence of this paragraph) to satisfy any condition to Closing, or such later date as is mutually acceptable to Seller and Purchaser.

5.2

Seller Closing Deliveries . No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

5.2.1

Covenant Deed (the “ Deed ”) in the form attached as Exhibit “B” to Purchaser, subject to the Permitted Exceptions.

5.2.2

A Bill of Sale in the form attached as Exhibit “C” .

5.2.3

A General Assignment in the form attached as Exhibit “D” (the “ General Assignment ”).

5.2.4

An Assignment of Leases and Security Deposits in the form attached as Exhibit “E” (the “ Leases Assignment ”).

5.2.5

A letter in the form attached hereto as Exhibit “F” prepared by Purchaser and countersigned by Seller to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the “ Vendor Terminations ”).

5.2.6

A closing statement executed by Seller.

5.2.7

A title affidavit or at Seller’s option an indemnity, as applicable, in the customary form reasonably acceptable to Seller to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided , however , that such affidavit does not subject Seller to any greater liability, or impose any additional obligations, other than as set forth in this Contract; and

5.2.8

A certification of Seller’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended.

5.2.9

Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller’s authority to consummate this transaction.

5.2.10

An updated Rent Roll reflecting the information required in Section 3.5.3 ; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1 .

5.2.11

An updated Property Contracts List reflecting the information required in Section 3.5.4 , provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1 .

5.2.12

Tenant Notification in the form attached hereto as Exhibit "G" prepared by Purchaser and countersigned by Seller.

5.3

Purchaser Closing Deliveries . No later than 1 Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4 ), Purchaser shall deliver to the Escrow Agent (for disbursement to Seller upon the Closing) the following items with respect to the Property being conveyed at such Closing:

5.3.1

The full Purchase Price (with credit for the Deposit), plus or minus the adjustments or prorations required by this Contract.

5.3.2

A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided , however , that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Contract.

5.3.3

Any signed declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of the Property.

5.3.4

A closing statement executed by Purchaser.

5.3.5

A countersigned counterpart of the General Assignment.

5.3.6

A countersigned counterpart of the Leases Assignment.

5.3.7

Notification letters to all Tenants prepared and executed by Purchaser in the form attached hereto as Exhibit “G” .

5.3.8

The Vendor Terminations (Purchaser shall be solely responsible for identifying each of the Terminated Contracts (subject to the terms and conditions of Section 3.6 ) and addressing and preparing each of the Vendor Terminations for execution by Purchaser and Seller).

5.3.9

Any cancellation fees or penalties

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