ACCORDANCE WITH THE TERMS OF THE CONTRACT OR
ARE OTHERWISE REQUIRED PURSUANT TO ANY PROVISION OF THIS CONTRACT.
5.2.19
EVIDENCE OF THE TERMINATION OF ALL CONTRACTS AND LEASES WITH AFFILIATES
OF SELLER OR THE SELLER'S PROPERTY MANAGER.
5.2.20
A CERTIFICATE FROM AIMCO PROPERTIES, L.P. CONFIRMING THE INDEMNITY SET
FORTH IN SECTION 14.2 HEREOF.
5.2.21
A CERTIFICATE FROM AIMCO PROPERTIES, L.P. CONFIRMING THE GUARANTY
OBLIGATIONS SET FORTH IN THE SIGNATURE PAGE FOR AIMCO PROPERTIES, L.P ATTACHED
HERETO.
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
2.2.6), Purchaser shall deliver to the Escrow Agent (for disbursement to Seller
upon the Closing) the following items:
5.3.1
THE FULL PURCHASE PRICE (WITH CREDIT FOR THE DEPOSIT), PLUS OR MINUS
THE ADJUSTMENTS OR PRORATIONS REQUIRED BY THIS CONTRACT, INCLUDING, WITHOUT
LIMITATION, THE ADJUSTMENT TO BE MADE PURSUANT TO SECTION 2.2 ABOVE.
5.3.2
IF REQUIRED BY THE ASSESSOR, ANY DECLARATION OR OTHER STATEMENT WHICH
MAY BE REQUIRED TO BE SUBMITTED TO THE LOCAL ASSESSOR.
5.3.3
A COUNTERSIGNED COUNTERPART OF THE CLOSING STATEMENT PREPARED BY ESCROW
AGENT.
5.3.4
A COUNTERSIGNED COUNTERPART OF THE GENERAL ASSIGNMENT.
5.3.5
A COUNTERSIGNED COUNTERPART OF THE LEASES ASSIGNMENT.
5.3.6
A COUNTERSIGNED COUNTERPART OF THE ASSIGNMENT OF LANDLORD/TENANT
ACTIONS.
5.3.7
RESOLUTIONS, CERTIFICATES OF GOOD STANDING, AND SUCH OTHER
ORGANIZATIONAL DOCUMENTS AS TITLE INSURER SHALL REASONABLY REQUIRE EVIDENCING
PURCHASER'S AUTHORITY TO CONSUMMATE THIS TRANSACTION.
5.3.8
STATE OF NEW JERSEY FORM RTF-1, AFFIDAVIT FOR CONSIDERATION FOR USE BY
SELLER, EXECUTED BY PURCHASER.
5.3.9
SUCH OTHER DOCUMENTS AS ARE REASONABLY NECESSARY TO CONSUMMATE THE
TRANSACTIONS HEREIN CONTEMPLATED IN ACCORDANCE WITH THE TERMS OF THE CONTRACT OR
ARE OTHERWISE REQUIRED PURSUANT TO ANY PROVISION OF THIS CONTRACT.
5.4
CLOSING PRORATIONS AND ADJUSTMENTS.
5.4.1
GENERAL. ALL NORMAL AND CUSTOMARILY PRORATABLE ITEMS, INCLUDING,
WITHOUT LIMITATION, RENTS, AMOUNTS PREPAID OR PAYABLE IN RESPECT OF THE PROPERTY
CONTRACTS THAT ARE BEING ASSUMED BY PURCHASER AT CLOSING, PERSONAL PROPERTY
TAXES, LICENSES AND PERMITS BEING ASSIGNED TO PURCHASER, SHALL BE PRORATED AS OF
THE CLOSING DATE, WITH SELLER BEING CHARGED OR CREDITED, AS APPROPRIATE, FOR ALL
OF SAME ATTRIBUTABLE TO THE PERIOD UP TO, BUT NOT INCLUDING THE CLOSING DATE
(AND CREDITED FOR ANY AMOUNTS PAID BY SELLER ATTRIBUTABLE TO THE PERIOD ON OR
AFTER THE CLOSING DATE, IF ASSUMED BY PURCHASER), AND PURCHASER BEING
RESPONSIBLE FOR, AND CREDITED OR CHARGED, AS THE CASE MAY BE, FOR ALL OF THE
SAME ATTRIBUTABLE TO THE PERIOD ON AND AFTER THE CLOSING DATE AS DESCRIBED IN
THIS SECTION 5.4.
NOT LATER THAN THREE (3) BUSINESS DAYS PRIOR TO CLOSING,
SELLER SHALL PREPARE A PRORATION SCHEDULE (THE " PRORATION SCHEDULE") OF THOSE
ADJUSTMENTS DESCRIBED IN THIS SECTION
5.4 THAT CAN BE CALCULATED AS OF SUCH
DATE (WITH SUCH APPORTIONMENTS TO BE RE-CALCULATED AT THE CLOSING) AND DELIVER
SAME TO PURCHASER.
THE PRORATION SCHEDULE SHALL INCLUDE AMOUNTS AND METHODS OF
CALCULATION, TOGETHER WITH ALL APPLICABLE DOCUMENTATION SUPPORTING SUCH
CALCULATIONS, INCLUDING, WITHOUT