BE PAID BY
PURCHASER WITH RESPECT TO THE TITLE POLICY PURSUANT TO SECTION 4.1 AND (C)
ONE-HALF OF THE CUSTOMARY CLOSING COSTS OF THE ESCROW AGENT.
5.4.11
UTILITY CONTRACTS.
IF SELLER HAS ENTERED INTO AN AGREEMENT FOR THE
PURCHASE OF ELECTRICITY, GAS OR OTHER UTILITY SERVICE FOR THE PROPERTY OR A
GROUP OF PROPERTIES (INCLUDING THE PROPERTY) (A " UTILITY CONTRACT"), OR AN
AFFILIATE OF SELLER HAS ENTERED INTO A UTILITY CONTRACT, EITHER (A) PURCHASER
EITHER SHALL ASSUME THE UTILITY CONTRACT WITH RESPECT TO THE PROPERTY, OR (B)
THE REASONABLY CALCULATED COSTS OF THE UTILITY CONTRACT ATTRIBUTABLE TO THE
PROPERTY FROM AND AFTER THE CLOSING SHALL BE PAID TO SELLER AT THE CLOSING AND
SELLER SHALL REMAIN RESPONSIBLE FOR PAYMENTS UNDER THE UTILITY CONTRACT.
5.4.12
POSSESSION.
POSSESSION OF THE PROPERTY, SUBJECT TO THE LEASES, PROPERTY
CONTRACTS, OTHER THAN TERMINATED CONTRACTS, AND PERMITTED EXCEPTIONS, SHALL BE
DELIVERED TO PURCHASER AT THE CLOSING UPON RELEASE FROM ESCROW OF ALL ITEMS TO
BE DELIVERED BY PURCHASER PURSUANT TO SECTION 5.3.
TO THE EXTENT REASONABLY
AVAILABLE TO SELLER, ORIGINALS OR COPIES OF THE LEASES AND PROPERTY CONTRACTS,
LEASE FILES, WARRANTIES, GUARANTIES, OPERATING MANUALS, KEYS TO THE PROPERTY,
AND SELLER'S BOOKS AND RECORDS RELATING TO THE PROPERTY (OTHER THAN PROPRIETARY
INFORMATION) (COLLECTIVELY, " SELLER'S PROPERTY-RELATED FILES AND RECORDS")
REGARDING THE PROPERTY SHALL BE MADE AVAILABLE TO PURCHASER AT THE PROPERTY
AFTER THE CLOSING.
PURCHASER AGREES, FOR A PERIOD OF NOT LESS THAN 3 YEARS
AFTER THE CLOSING (THE " RECORDS HOLD PERIOD"), TO (A) PROVIDE AND ALLOW SELLER
REASONABLE ACCESS TO SELLER'S PROPERTY-RELATED FILES AND RECORDS FOR PURPOSES OF
INSPECTION AND COPYING THEREOF, AND (B) REASONABLY MAINTAIN AND PRESERVE
SELLER'S PROPERTY-RELATED FILES AND RECORDS.
5.4.13
AIMCO LOAN.
PURCHASER SHALL PAY FOR ALL COSTS ASSOCIATED WITH THE
MAKING OF THE AIMCO LOAN, AS PROVIDED IN SECTION 4.8 ABOVE.
5.5 POST CLOSING ADJUSTMENTS.
Purchaser or Seller may request that Purchaser and Seller undertake to
re-adjust any item on the Proration Schedule (or any item omitted therefrom),
with the exception of real property taxes which shall be final and not subject
to readjustment, in accordance with the provisions of Section 5.4 of this
Contract; provided, however, that neither party shall have any obligation to
re-adjust any items (a) after the expiration of 60 days after Closing, or (b)
subject to such 60-day period, unless such items exceed $5,000.00 in magnitude
(either individually or in the aggregate) with respect to the Property.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER
6.1
SELLER'S REPRESENTATIONS.
Except, in all cases, for any fact, information or condition disclosed in the
Title Documents, the Permitted Exceptions, the Property Contracts, or the
Materials (other than as set forth in Sections 6.1.5, 6.1.6 or 6.1.7), or which
is otherwise known by Purchaser prior to the Closing, Seller represents and
warrants to Purchaser the following (collectively, the " Seller's
Representations") as of the Effective Date and as of the Closing Date; provided
that Purchaser's remedies if any such Seller's Representations are untrue as of
the Closing