described in Exhibits A-1 through
A-2 attached hereto and made a part hereof, and the improvements thereon.
B.
Purchaser desires to purchase, and each Seller desires to sell, the
land, improvements and certain associated property described in this Agreement
on the terms and conditions set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of mutual covenants set forth herein and for
other consideration the receipt and sufficiency of which is hereby acknowledged,
Sellers and Purchaser hereby agree as follows:
ARTICLE 1
CERTAIN DEFINED TERMS
Unless otherwise defined herein, any term with its initial letter capitalized in
this Agreement shall have the meaning set forth in this ARTICLE 1.
(A)
"ADA" SHALL HAVE THE MEANING SET FORTH IN SECTION 14.23.
(B)
"AIMCO" MEANS APARTMENT INVESTMENT AND MANAGEMENT COMPANY.
(C)
"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 A SELLER, ITS PROPERTY MANAGER,
OR AIMCO IN THE MARKETING, OPERATION OR USE OF A 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).
(D)
"APPEAL" SHALL HAVE THE MEANING SET FORTH IN SECTION 6.5.13.
(E)
"APPLICABLE SHARE" MEANS, A FRACTION, THE NUMERATOR OF WHICH
IS THE PROPERTY'S BASE PURCHASE PRICE SET FORTH ON THE SELLER INFORMATION
SCHEDULE, AND THE DENOMINATOR OF WHICH IS THE TOTAL PURCHASE PRICE.
(F)
"ASSIGNMENT AND ASSUMPTION DOCUMENTS" SHALL HAVE THE MEANING
SET FORTH IN SECTION 5.8.
(G)
"ASSUMED ENCUMBRANCES" SHALL HAVE THE MEANING SET FORTH IN
SECTION 5.1.
(H)
"ASSUMED LOAN DOCUMENTS" SHALL HAVE THE MEANING SET FORTH IN
SECTION 5.1.
(I)
"ASSUMED LOANS" MEANS THOSE LOANS MADE BY THE ASSUMPTION
LENDERS AND SECURED BY THE ASSUMPTION PROPERTIES WHICH THE PURCHASER (OR ITS
ASSIGNEES) INTENDS TO ASSUME AT CLOSING UPON THE PURCHASE OF THE ASSUMPTION
PROPERTIES.
(J)
"ASSUMPTION APPLICATION" SHALL HAVE THE MEANING SET FORTH IN
SECTION 5.3.
(K)
"ASSUMPTION LENDER FEES" SHALL HAVE THE MEANING SET FORTH IN
SECTION 5.4(C).
(L)
"ASSUMPTION LENDERS" MEANS THOSE LENDERS WHO HAVE MADE
ASSUMED LOANS.
(M)
"BASE PURCHASE PRICE" MEANS THE PURCHASE PRICE FOR EACH OF THE
FIFTEEN (15) INDIVIDUAL PROPERTIES, AS DETERMINED BY PURCHASER PURSUANT TO
SECTION 2.2.6, AND SET FORTH ON THE SELLER INFORMATION SCHEDULE ATTACHED HERETO
AS SCHEDULE 1, AS SUCH SCHEDULE MAY BE AMENDED.
(N)
"BUSINESS DAY" MEANS ANY DAY OTHER THAN A SATURDAY OR SUNDAY
OR FEDERAL HOLIDAY OR LEGAL HOLIDAY IN THE STATE OF COLORADO.
(O)
"CLOSING" MEANS THE CONSUMMATION OF THE PURCHASE AND SALE AND
RELATED TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ACCORDANCE WITH THE TERMS
AND CONDITIONS OF THIS AGREEMENT.
(P)
"CLOSING DATE" SHALL HAVE THE MEANING SET FORTH IN SECTION
6.2.
(Q)
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
(R)
"CONSULTANTS" SHALL HAVE THE MEANING SET FORTH IN SECTION
3.1.
(S)
"DAMAGE NOTICE" SHALL HAVE THE MEANING SET FORTH IN SECTION
12.1.
(T)
"DEED" MEANS THE LIMITED WARRANTY DEED FOR TRANSFERRING
TITLE