EXHIBIT 10.49 PURCHASE AND SALE CONTRACT BETWEEN CONSOLIDATED CAPITAL PROPERTIES III, A CALIFORNIA LIMITED PARTNERSHIP AS SELLER AND GOODMAN FINANCIAL SERVICES, INC., A WASHINGTON CORPORATION AS PURCHASER TABLE OF CONTENTS Page ARTICLE 1 DEFINED TERMS 3 ARTICLE 2 PURCHASE AND SALE OF PROPERTY 7 ARTICLE 3 PURCHASE PRICE & DEPOSIT 8 ARTICLE 4 FINANCING 10 ARTICLE 5 FEASIBILITY PERIOD 11 ARTICLE 6 TITLE 16 ARTICLE 7 CLOSING 19 ARTICLE 8 REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER 25 ARTICLE 9 CONDITIONS PRECEDENT TO CLOSING 31 ARTICLE 10 BROKERAGE 33 ARTICLE 11 POSSESSION 34 ARTICLE 12 DEFAULTS AND REMEDIES 35 ARTICLE 13 RISK OF LOSS OR CASUALTY 37 ARTICLE 14 RATIFICATION 38 ARTICLE 15 EMINENT DOMAIN 39 ARTICLE 16 MISCELLANEOUS 40 PURCHASE AND SALE CONTRACT THIS PURCHASE AND SALE CONTRACT ("PURCHASE CONTRACT") is entered into as of the 5th day of May, 1999 (the "EFFECTIVE DATE") by and among CONSOLIDATED CAPITAL PROPERTIES III, a California limited partnership, having a principal address at c/o AIMCO, 1873 South Bellaire Street, Suite 1700, Denver, Colorado 80222 ("SELLER"), and GOODMAN FINANCIAL SERVICES, INC., a Washington corporation, having a principal address at 401 Second Avenue S., Suite 110, Seattle, Washington 98104 ("PURCHASER"). NOW, THEREFORE WITNESSETH: That for and in consideration of mutual covenants and agreements hereinafter set forth, Seller and Purchaser hereby agree as follows: RECITALS R-1. Seller owns certain real estate, improvements and related property located in Salt Lake City, Utah. R-2. Purchaser desires to purchase and pay to Seller the Purchase Price and Seller has agreed to sell the Property (as defined below) to Purchaser, on the terms and conditions set forth herein. ARTICLE 1 DEFINED TERMS 1.1 Terms with initial capital letters in this Purchase Contract shall have the meanings set forth in this Article 1. 1.1.1 "BUSINESS DAY" means any day other than a Saturday or Sunday or federal holiday or legal holiday in the State of Utah. 1.1.2 "CLOSING" means the consummation of the purchase and sale and related transactions contemplated by this Purchase Contract in accordance with the terms and conditions of this Purchase Contract. 1.1.3 "CLOSING DATE" means the date set forth in Section 7.1.1 on which the Closing of the conveyance of the Property is required to be held under the terms and conditions of this Purchase Contract and on which date full payment of the Purchase Price for the Property shall have been paid to and received by Seller in immediately available U.S. funds. 1.1.4 "COMMERCIAL LEASE(S)" means the interest of Seller in and to all leases, subleases and other occupancy agreements, 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 Effective Date, as set forth on the rent roll attached hereto as Exhibit 8.1.1.8, including any new leases, subleases and other occupancy agreements entered into between the Effective Date and the Closing Date. 1.1.5 "EXCLUDED PERMITS" means those Permits which, under applicable law, are nontransferable or transferable only with consent and such consent shall not have been obtained. 1.1.6 "FIXTURES AND TANGIBLE PERSONAL PROPERTY" means all fixtures, furniture, furnishings, fittings, equipment, machinery, apparatus, appliances and other articles of personal property now located on the Land or in the Improvements as of the Effective Date and used or usable in connection with any present or future occupation or operation of all or any part of the Property as set forth in Exhibit 1.1.6. The term "FIXTURES AND TANGIBLE PERSONAL PROPERTY" does not include (i) 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 (ii) property owned or leased by Tenants and guests, employees or other persons furnishing goods or services to the Property, or (iii) 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. 1.1.7 "IMPROVEMENTS" means all buildings and improvements, located on the Land taken "as is" containing approximately 80,697 square feet of office building space. 1.1.8 "LAND" means all of that certain tract of land located in Salt Lake County, Utah, commonly known as 555 East 4500 South, Salt Lake City, Utah, more particularly described in Exhibit A attached hereto and made a part hereof, and all rights, privileges and appurtenances pertaining thereto. 1.1.9 "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, (i) receivables, (ii) Property Contracts, (iii) Commercial Leases, (iv) Permits, (v) cash or other funds, whether in petty cash or house "banks," or on deposit in bank accounts or in transit for deposit, (vi) refunds, rebates or other claims, or any interest thereon, for periods or events occurring prior to the Closing Date, (vii) utility and similar deposits, or (viii) insurance or other prepaid items. 1.1.10 "PERMITS" means all licenses and permits other than Excluded Permits granted by governmental authorities having jurisdiction over the Property in respect of the matter to which the applicable license or permit applies and owned by Seller and used in or relating to the ownership, occupancy or operation of the Property or any part thereof not subject to a Commercial Lease. 1.1.11 "PERMITTED EXCEPTIONS" means those exceptions or conditions permitted to encumber the title to the Property in accordance with the provisions of Section 6.2. 1.1.12 "PROPERTY" means the Land, Improvements and all rights of Seller relating to the Land and the Improvements, including without limitation, all right, title and interest of Seller, if any, in and to (i) any strips and gores adjacent to the Land and any land lying in the bed of any street, road, or avenue opened or proposed, in front of or adjoining the Land, to the center line thereof, (ii) any unpaid award for any taking by condemnation or any damage to the Property by reason of a change of grade of any street or highway, (iii) all of the easements, rights, privileges, and appurtenances belonging or in any way appertaining to the Property, (iv) all Fixtures and Tangible Personal Property, (v) the right, if any and only to the extent transferable, of Seller in any Property Contracts and Commercial Leases, Permits (other than Excluded Permits) and the Miscellaneous Property Assets owned by Seller which are located on the Property and used in its operation, and (vi) any water rights or mineral rights, appurtenant to the Land. 1.1.13 "PROPERTY CONTRACTS" means all purchase orders, maintenance, service, or utility contracts and similar contracts (except Commercial Leases, which shall be assumed by Purchaser at Closing), which relate to the ownership, maintenance, construction or repair and/or operation of the Property and are set forth on Exhibit 1.1.13. 1.1.14 "PURCHASE CONTRACT" means this Purchase and Sale Purchase Contract by and between Seller and Purchaser. 1.1.15 "PURCHASE PRICE" means the total consideration to be paid by Purchaser to Seller for the purchase of the Property. 1.1.16 "SURVEY" shall have the meaning ascribed thereto in Section 6.7. 1.1.17 "TENANT" means any person or entity entitled to occupy any portion of the Property under a Commercial Lease. 1.1.18 "TITLE COMMITMENT" or "TITLE COMMITMENTS" shall have the meaning ascribed thereto in Section 6.1. 1.1.19 "TITLE INSURER" shall have the meaning set forth in Section 6.1. ARTICLE 2 PURCHASE AND SALE OF PROPERTY 2.1 Purchase and Sale of Property. Seller agrees to sell and convey the Property to Purchaser and Purchaser agrees to purchase the Property from Seller, in accordance with the terms and conditions set forth in this Purchase Contract. ARTICLE 3 PURCHASE PRICE & DEPOSIT 3.1 Purchase Price and Deposit. The total purchase price ("PURCHASE PRICE") for the Property shall be Three Million Six Hundred Thousand and No/100 Dollars ($3,600,000.00), which shall be paid by Purchaser, as follows: 3.1.1 On the date hereof, Purchaser shall deliver to Fidelity National Title Insurance Company, Bank of America Center, 700 Louisiana, Suite 2600, Houston, Texas 77002 ("ESCROW AGENT" or the "TITLE COMPANY") a deposit in the sum of One Hundred Thousand and No/100 Dollars ($100,000.00) in cash (such sum being hereinafter referred to and held as the "DEPOSIT"), to be held and disbursed by Escrow Agent pursuant to the terms of an escrow agreement (the "ESCROW AGREEMENT") in the form attached hereto as Exhibit B. Purchaser and Seller each approve and shall execute the Escrow Agreement concurrently with the execution of this Purchase Contract. 3.1.2 The Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of the Escrow Agreement. Escrow Agent shall 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 agreements as Escrow Agent, in its discretion, deems suitable (provided that Escrow Agent shall invest the Deposit as jointly directed by Seller and Purchaser should Seller and Purchaser each in their respective sole discretion determine to issue such joint investment instructions to the Escrow Agent), and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit, as set forth below. 3.1.3 If the sale of the Property is closed by the date fixed therefor (or any extension date provided for by the mutual written consent of the parties hereto, given or withheld in their respective sole discretion), monies held as the Deposit shall be applied (and paid over to the Seller) on the date of Closing. If the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of satisfaction of a condition precedent to Purchaser's obligations, the Deposit shall be returned and refunded to Purchaser and neither party shall have any further liability hereunder except as expressly stated herein, and subject to and except for Purchaser's liability under Sections 5.3 and 5.4. 3.1.4 If the sale of the Property fails to close on the Closing Date (or any such extension date) due to a failure of performance by Seller, Purchaser shall be entitled to the remedies set forth in Article 12 hereof. If the sale of the Property fails to close on the Closing Date (or any such extension date) due to a failure of performance by Purchaser, the Deposit shall be forfeited by Purchaser and the sum thereof shall go to Seller forthwith as liquidated damages for the lost opportunity costs and transaction expenses incurred by Seller, as more fully set forth in Article 12 below. 3.2 Purchase Price. On the Closing Date, Purchaser shall pay Seller the amount of Three Million Six Hundred Thousand and No/100 Dollars ($3,600,000.00), subject to credit and adjustment as provided herein, in cash or by wire- transfer of current funds pursuant to wire instructions provided by Seller. ARTICLE 4 FINANCING 4.1 Financing of Purchaser. Purchaser assumes full responsibility to expeditiously and diligently initiate and pursue all steps necessary to obtain appropriate financing for purchase of the Property. In no event shall Purchaser's ability to obtain financing to purchase the Property for the Purchase Price upon the terms and conditions contained herein be a condition precedent to Closing. ARTICLE 5 FEASIBILITY PERIOD 5.1 Due Diligence and Feasibility Period. Subject to the rights of the Tenants and the terms of Sections 5.3 and 5.4 below, for thirty-five (35) calendar days following 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 upon reasonable advance notice to Seller to enter onto the Property: 5.1.1 To conduct and make any and all customary studies, tests, examinations and inspections, or investigations 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). Notwithstanding the foregoing, in no event shall Purchaser conduct any invasive environmental assessment test of the Property without the prior written consent of Seller, which consent may be withheld, in Seller's sole discretion. 5.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property. 5.1.3 To ascertain and confirm the suitability of the Property for Purchaser's intended use of the Property. 5.1.4 To review and copy and to independently analyze and verify, (i) to the extent in Seller's possession or control, all books and records pertaining to operation of the Property (or duplicate copies thereof), including but not limited to current operating statements for the calendar year 1998 and the first quarter of 1999, (ii) to the extent in Seller's possession or control, plans, specifications, and engineering and/or architectural drawings of the Improvements and systems of the Property or any part of the Property (or duplicate copies thereof), (iii) to the extent in Seller's possession or control, any boundary and "as-built" surveys of the Land and Improvements, (iv) to the extent in Seller's possession or control, any environmental reports relating to the Property, (v) copies of Commercial Leases in effect as of Closing and all amendments thereto, (vi) copies of Property Contracts in effect as of Closing and assumed by Purchaser, and (vii) to the extent in Seller's possession or control, any Permits. 5.2 Termination Rights. Should the results of any of the matters referred to in Section 5.1 above appear unsatisfactory to Purchaser for any reason, then Purchaser shall have the right to terminate this Purchase Contract by giving written Notice to that effect to Seller and Escrow Agent on or before 5:00 p.m. PST on the date of expiration of the Feasibility Period, specifying the matter(s) to which Purchaser objects. If Purchaser exercises such right to terminate as provided in this Section 5.2, this Purchase Contract shall terminate and be of no further force and effect, except as otherwise expressly stated herein, and subject to and except for Purchaser's liability under Sections 5.3 and 5.4, and Escrow Agent shall promptly return the Deposit to Purchaser. Purchaser shall, within ten (10) days of such termination, deliver to Seller copies of all feasibility studies, surveys, engineering reports and all other information obtained by Purchaser with respect to the Property, which requirement shall survive the termination of this Purchase Contract. In the event Seller does not receive such Notice of Purchaser's disapproval on or before the 5:00 p.m. PST on the date of expiration of the Feasibility Period, the Property shall be deemed satisfactory to Purchaser, and Purchaser shall be deemed conclusively to have waived its termination rights under this Section 5.2 and this Purchase Contract shall remain in full force and effect and Purchaser's obligation to purchase the Property shall be noncontingent and unconditional except only for satisfaction of the conditions expressly stated in this Article 5 and in Article 9. 5.3 Confidentiality. Any and all information provided by Seller to Purchaser or obtained by Purchaser relating to the Property in the course of its inspections or review under or in connection with the rights under Section 5.1, including, without limitation, any environmental assessment or audit, shall be treated as confidential information by Purchaser and Purchaser shall instruct all of its Consultants to the confidentiality of all such information. Purchaser will not, except with the express prior written consent of Seller, directly or indirectly, (i) disclose or permit the disclosure of any information to any person or entity, except persons who are bound to observe the terms hereof, or (ii) use or permit the use of all information pertaining to the Property (1) in any way detrimental to the Seller or (2) for any purpose other than evaluating the contemplated purchase of the Property. Purchaser agrees, that if the Closing does not occur, Purchaser will promptly return to the Seller or its authorized agent all written or tangible information pertaining to the Property, including all copies or extracts thereof, and all notes based upon the information. Except for disclosures required by law or pursuant to legal process or except for the disclosure of information already in the public domain, Purchaser shall be liable for all costs and expenses, and/or damage or injury to any person or property resulting from any such review or inspection or any failure to keep all such information confidential, whether occasioned by the acts of Purchaser or any of its Consultants, and whether Seller or its authorized agents shall have been present at the same or shall have consented to the same; and Purchaser agrees to indemnify and hold harmless Seller from any liability, claims or expenses (including, without limitation, mechanic's or construction liens and/or reasonable attorneys' fees) resulting therefrom. Neither the Seller, nor any of its officers, directors, employees, agents or representatives, shall be deemed to make or to have made any representation or warranty as to the accuracy or completeness of any information pertaining to the Property or whether or not the information provided constitutes all of the information available to the Seller; and neither the Seller nor any of its officers, directors, employees, representatives or agents shall have any liability resulting from Purchaser's use of any information pertaining to the Property. Notwithstanding anything to the contrary set forth in this Agreement, the obligations of Purchaser set forth in this Section 5.3 shall survive the Closing or the termination of this Agreement, as applicable. 5.4 Indemnification of Seller. Purchaser shall indemnify and hold Seller harmless for any actions taken by Purchaser and its Consultants on the Property. Purchaser shall indemnify, defend (with attorneys selected by Seller) and hold Seller harmless from any and all claims, damages, costs and liability which may arise due to such entries, surveys, tests, investigations and the like. Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests, investigations and the like that in their reasonable judgment could result in any injury to the Property or breach of any agreement, or expose Seller to any liability, costs, liens or violations of applicable law, or otherwise adversely affect the Property or Seller's interest therein. 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. The provisions of this Section 5.4 shall survive Closing or the earlier termination of this Purchase Contract. 5.5 Insurance of Purchaser. Purchaser shall maintain casualty insurance and comprehensive public liability insurance with broad form contractual and personal injury liability endorsements with respect to the Property and Purchaser's activities carried on therein, in amounts (including deductible amounts) and with such insurance carriers as shall be approved by Seller and naming Seller and its affiliates as Loss Payees or Additional Insureds (at the option of Seller), with endorsements acceptable to Seller, including a waiver of defenses of the insurer based on the actions or inaction of Purchaser. Such liability insurance shall provide 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 $500,000.00 with respect to property damage, by water or otherwise. 5.6 Condition of Property. Purchaser hereby agrees to restore the Property to the same condition existing immediately prior to Purchaser's exercise of its rights pursuant to this Article 5 at Purchaser's sole cost and expense. Purchaser shall not permit any mechanics' 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 studies or tests conducted by or for Purchaser. 5.7 Exercise of Due Care. Purchaser shall permit Seller to have a representative present during all investigations and inspections conducted with respect to 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. ARTICLE 6 TITLE 6.1 Title. Purchaser shall within ten (10) days of the Effective Date secure a commitment for title insurance for the Property in an amount equal to the Purchase Price ("TITLE COMMITMENT") issued by Fidelity National Title Insurance Company ("TITLE INSURER") for an owner's title insurance policy on the most recent standard American Land Title Association ("ALTA") Policy form ("POLICY"), together with legible copies of all instruments identified as exceptions therein. Seller shall be responsible, at Closing, for the premium allocable to the standard coverage portion of the owner's title insurance policy. Purchaser agrees that it shall be solely responsible for payment of all other costs relating to the procurement of the Title Commitment, review of title and the issuance of policies of title insurance, including but not limited to, any extended coverage portion of the owner's title policy, the lender's title policy, and any endorsements thereto. 6.2 Permitted Exceptions. Purchaser agrees to accept title to the Land and Improvements, so long as the same is insurable at ordinary rates. Purchaser agrees to accept title to the Land and Improvements by special warranty deed subject to the Permitted Exceptions ("SPECIAL WARRANTY DEED"). The term "PERMITTED EXCEPTIONS" shall mean the following, all of which shall be deemed Permitted Exceptions: 6.2.1 The title exceptions listed on Exhibit B of the form of Special Warranty Deed attached hereto as Exhibit 7.2.1.1; 6.2.2 Such exceptions and matters as the Title Insurer shall be willing to omit as exceptions to coverage; 6.2.3 All Commercial Leases; and 6.2.4 All Property Contracts. 6.3 Approved Exceptions. 6.3.1 The existence of other mortgages, liens, or encumbrances shall not be objections to title, provided that properly executed instruments in recordable form necessary to satisfy and remove the same of record are delivered to the Purchaser at Closing or, in the alternative, with respect to any mortgage or deed of trust liens, that payoff letters from the holder of the mortgage or deed of trust liens shall have been delivered to and accepted by the Title Insurer (sufficient to remove the same from the Policy at Closing), together in either case with recording and/or filing fees. 6.3.2 Unpaid liens for taxes, charges, and assessments shall not be objections to title, but the amount thereof plus interest and penalties thereon shall be deducted from the Purchase Price to be paid for the Property hereunder and allowed to Purchaser, subject to the provisions for apportionment of taxes and charges contained herein. 6.3.3 Exceptions for utility easements that do not involve an encroachment or violation shall not be objections to title. 6.4 Survey. Purchaser at Purchaser's sole cost and expense, may elect to cause to be prepared a survey for the Property ("SURVEY") to be delivered to Purchaser and Seller within twenty (20) days of the Effective Date. The Survey shall be prepared to Purchaser's specifications. In the event the perimeter legal description of the Property contained in the Survey differs from that contained in the deed or deeds by which Seller took title to the Property, the latter description shall be used in the Special Warranty Deed delivered to Purchaser at Closing, and the Survey legal shall be used in a quitclaim deed to the Property which also shall be delivered to Purchaser at Closing. Upon Purchaser's receipt, Purchaser shall promptly provide Seller a copy of the Survey and the Title Commitment. 6.5 Title and Survey Review and Objections. Prior to the expiration of the Feasibility Period, Purchaser shall examine and approve the Survey, if any, the Title Commitment and copies of the documents and instruments referred to in the Title Commitment. Purchaser shall have until 5:00 p.m. on the date of expiration of the Feasibility Period to provide written Notice to Seller of any defects affecting the marketability of the title to the Property or any objections to any exceptions (other than Permitted Exceptions), the Survey, or the Title Commitment. At Seller's sole option, Seller may elect to cure such objections or defects at Seller's expense at any time prior to Closing. If Seller is unable or unwilling, in its sole discretion or opinion, to eliminate such objections or defects or to cause a title insurance company to insure over or satisfy such objections or defects, Seller shall give Purchaser written Notice thereof, and if Purchaser does not waive such objections or defects by written Notice delivered to Seller and the Title Insurer on or before seven (7) calendar days following the date Seller gives such Notice, then this Purchase Contract shall automatically terminate, in which event Purchaser shall release all of Purchaser's right and interest in such Property to Seller, and except as expressly provided herein, and except for Purchaser's liability under Sections 5.3 and 5.4, the parties hereto shall have no further obligations to each other. In the event Purchaser fails to object to any exceptions, the Survey, or the Title Commitment or to any objections or defects affecting the marketability of title to the Property within the Feasibility Period, Purchaser shall be deemed to have waived any objections and defects and to accept title to the Property subject to the Title Commitment and the Permitted Exceptions. In the event Purchaser elects not to obtain a Survey, Purchaser shall be deemed to have waived any objections that would be disclosed by an "as built" Survey, including all exceptions to the Policy for matters which would be disclosed by a survey. Anything to the contrary notwithstanding, Purchaser shall not have any right to terminate this Purchase Contract or object to any lien, encumbrance, exception or other matter that is a Permitted Exception, that has been waived or deemed to have been waived by Purchaser. ARTICLE 7 CLOSING 7.1 Closing and Prorations. 7.1.1 The Closing shall take place on or before thirty (30) calendar days following the expiration or earlier termination of the Feasibility Period at such place as the parties shall mutually agree upon at a time mutually agreed upon on the Closing Date. Purchaser and Seller may agree to conduct Closing through a preclosing, an escrow or other arrangement reasonably, whereby Seller and Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means. The Closing Date may be extended without penalty if mutually acceptable to Seller and Buyer. 7.1.2 All normal and customarily proratable items, including, without limitation, Rents (as defined below), operating expenses, escalations, taxes and insurance charges, common area maintenance charges, personal property taxes, other operating expenses and fees, shall be prorated as of the Closing Date, Seller being charged and credited for all of same attributable to the period up to the Closing Date (and credited for any amounts paid by Seller attributable to the period on or after the Closing Date) and Purchaser being responsible for, and credited or charged, as the case may be, for all of same attributable to the period on and after the Closing Date. All unapplied deposits (with interest thereon, if required by law or under the terms of the Commercial Leases) under Commercial Leases, if any, shall be transferred by Seller to Purchaser at the Closing. Leasing commissions, tenant finish allowances and similar expenses shall, however, be allocable to Purchaser to the extent payable after the Effective Date, and any leasing commissions, tenant finish allowances or similar expenses paid by Seller from and after the Effective Date through the Closing Date shall be reimbursed to Seller by Purchaser at Closing, and otherwise Purchaser shall assume all liability for such leasing commissions, tenant finish allowances and similar expenses. Purchaser shall assume at Closing the obligation to pay any accrued but unpaid tenant improvement allowances and leasing commissions, together with any payments due parties to other agreements affecting the Property which survive Closing. Any real estate ad valorem or similar taxes for the Property, or any installment of assessments payable in installments, which installment is payable in the year of Closing, shall be prorated to the date of Closing, based upon actual days involved. The proration of real property taxes or installments of assessments shall be based upon the assessed valuation and tax rate figures for the year in which the Closing occurs to the extent the same are available; provided, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, the proration shall be made using figures from the preceding year. The proration shall be final and unadjustable except as provided in Section 7.1.3. For purposes of this Section 7.1.2 and Sections 7.1.3 and 7.1.4, the terms "RENT" and "RENTS" shall include, without limitation, base rents, additional rents, percentage rents and common area maintenance charges. The provisions of this Section 7.1.2 shall apply during the Proration Period (as defined below). 7.1.3 If any of the items subject to proration hereunder cannot be prorated at the Closing because the information necessary to compute such proration is unavailable, or if any errors or omissions in computing prorations at the Closing are discovered subsequent to the Closing, then such item shall be reapportioned and such errors and omissions corrected as soon as practicable after the Closing Date and the proper party reimbursed, which obligation shall survive the Closing for a period from the Closing Date until one (1) year after the Closing Date (the "PRORATION PERIOD"). Neither party hereto shall have the right to require a recomputation of a Closing proration or a correction of an error or omission in a Closing proration unless within the Proration Period one of the parties hereto (i) has obtained the previously unavailable information or has discovered the error or omission, and (ii) has given Notice thereof to the other party together with a copy of its good faith recomputation of the proration and copies of all substantiating information used in such recomputation. The failure of a party to obtain any previously unavailable information or discover an error or omission with respect to an item subject to proration hereunder and to give Notice thereof as provided above within the Proration Period shall be deemed a waiver of its right to cause a recomputation or a correction of an error or omission with respect to such item after the Closing Date. Any Rents that have accrued, but have not yet been paid, shall be prorated in accordance with estimates based upon the prior years' information (or reasonable estimates of Seller if no such prior years' information is available), and shall be subsequently readjusted and reapportioned upon receipt. Purchaser shall pay Seller for Rents that have accrued, but are not yet due and payable, at Closing. 7.1.4 If on the Closing Date any Tenant is in arrears in any Rent payment under any Commercial Lease (the "DELINQUENT RENT"), any Delinquent Rent received by Purchaser and Seller from such Tenant after the Closing shall be applied to amounts due and payable by such Tenant during the following periods in the following order of priority: (i) first, to the period of time before the Closing Date, and (ii) second, to the period of time after the Closing Date. If Delinquent Rent or any portion thereof received by Seller or Purchaser after the Closing are due and payable to the other party by reason of this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys' fees and costs and expenses expended in connection with the collection thereof, shall be promptly paid to the other party. After the Closing, Seller shall continue to have the right, but not the obligation, in its own name, to demand payment of and to collect Delinquent Rent owed to Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant (provided, that Seller shall not commence any legal actions or proceedings against any Tenant which continues as a Tenant at the Property after Closing without the prior consent of Purchaser, which will not be unreasonably withheld or delayed), and the delivery of the Assignment as defined in Section 7.2.1.3 shall not constitute a waiver by Seller of such right. Purchaser agrees to cooperate with Seller at no cost or liability to Purchaser in connection with all efforts by Seller to collect such Delinquent Rent and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to Seller, upon demand, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of Tenant checks used in payment of such Rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Delinquent Rent by Seller; provided, however, that Purchaser's obligation to cooperate with Seller shall not obligate Purchaser to terminate any Commercial Lease with an existing Tenant or evict any existing Tenant from the Property. The provisions of this Section 7.1.4 shall apply during the Proration Period. 7.2 Items To Be Delivered Prior To Or At Closing. 7.2.1 Seller. At Closing, Seller shall deliver to Purchaser each of the following items, as applicable: 7.2.1.1 Special Warranty Deed. A Special Warranty Deed in the form attached as Exhibit 7.2.1.1 to Purchaser. The acceptance of the Special Warranty Deed at Closing shall be deemed to be full performance of, and discharge of, every agreement and obligation on Seller's part to be performed under this Purchase Contract, except as expressly stated herein. 7.2.1.2 Bill of Sale. A Bill of Sale without recourse or warranty in the form attached as Exhibit 7.2.1.2 covering all Fixtures and Tangible Personal Property required to be transferred to Purchaser with respect to the Property. Purchaser shall countersign the same so as to effect an assumption by Purchaser, including, without limitation, of Seller's obligations thereunder. 7.2.1.3 General Assignment. A general assignment (to the extent assignable and in force and effect) without recourse or warranty in the form attached as Exhibit 7.2.1.3 of all of Seller's right, title and interest in and to the Miscellaneous Property Assets, Permits, Property Contracts and Commercial Leases, subject to any required consents (the "ASSIGNMENT"). Purchaser shall countersign the same so as to effect an assumption by Purchaser, including, without limitation, of Seller's obligations thereunder. 7.2.1.4 Closing Statement. A closing statement executed by Seller. 7.2.1.5 Vendor's Affidavit. A vendor's affidavit or at Seller's option an indemnity, as applicable, in the customary form reasonably acceptable to Seller to enable Title Insurer to delete those exceptions for mechanic's liens with respect to work or materials and rights of parties in possession other than under Commercial Leases, to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Seller to any greater liability, or impose any additional obligations, other than as set forth in this Purchase Contract. 7.2.1.6 FIRPTA. A certification of Seller's nonforeign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, in the form attached hereto as Exhibit 7.2.1.6. 7.2.1.7 Estoppel Certificates. Tenant Estoppel Certificates (as defined below) as provided in Section 9.1.4, in the form of Exhibit 9.1.4. 7.2.1.8 Other. Except for the items expressly listed above to be delivered at Closing, delivery of any other required items shall be deemed made by Seller to Purchaser, if Seller leaves such documents at the Property in their customary place of storage or in the custody of Purchaser's representatives. 7.2.2 Purchaser. At Closing, Purchaser shall deliver to Seller the following items with respect to each Property being conveyed or transferred by merger at such Closing: 7.2.2.1 Purchase Price. The full Purchase Price as required by Article 3 hereof plus or minus the adjustments or prorations required by this Purchase Contract. If at Closing there are any liens or encumbrances on the Property that Seller is obligated to pay and discharge, Seller may use any portion of the Purchase Price for the Property to satisfy the same. The existence of any such liens or encumbrances shall not be deemed objections to title if Seller shall comply with the foregoing requirements. 7.2.2.2 Closing Statement. A closing statement executed by Purchaser. 7.2.2.3 Bill of Sale. A countersigned counterpart of the Bill of Sale in the form attached as Exhibit 7.2.1.2. 7.2.2.4 General Assignment. A countersigned counterpart of the Assignment in the form attached as Exhibit 7.2.1.3. 7.2.2.5 Other. Such other instruments, documents or certificates as are required to be delivered by Purchaser to Seller in accordance with any of the other provisions of this Purchase Contract. ARTICLE 8 REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER 8.1 Representations And Warranties And Covenants Of Seller. 8.1.1 Representations and Warranties of Seller. For the purpose of inducing Purchaser to enter into this Purchase Contract and to consummate the sale and purchase of the Property in accordance herewith, Seller represents and warrants to Purchaser the following as of the Effective Date: 8.1.1.1 Seller (i) is lawfully and duly organized, and in good standing under the laws of the State of California, (ii) has or at Closing shall have the power and authority to sell and convey the Property and to execute the documents to be executed by Seller, and (iii) prior to Closing will have taken as applicable, all corporate, partnership, limited liability company or equivalent entity actions required for the execution and delivery of this Purchase Contract, and the consummation of the transactions contemplated by this Purchase Contract. The compliance with or fulfillment of the terms and conditions hereof will not conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any Purchase Contract to which Seller is a party or by which Seller is otherwise bound. Seller has not made any other purchase contract for the sale of, or given any other person the right to purchase, all or any part of any of the Property applicable to the foregoing representation; 8.1.1.2 Seller owns insurable fee title to the Property, including all real property contained therein required to be sold to Purchaser, subject only to the Permitted Exceptions; 8.1.1.3 There are no adverse or other parties in possession of the Property, except for occupants, guests and Tenants under the Commercial Leases; 8.1.1.4 The joinder of no person or entity other than Seller is necessary to convey the Property fully and completely to Purchaser at Closing, or to fulfill Seller's obligations and Seller has all necessary right and authority to convey and assign to Purchaser all contract rights and warranties required to be conveyed and assigned to Purchaser hereunder; 8.1.1.5 Purchaser has no duty to collect withholding taxes for Seller pursuant to the Foreign Investors Real Property Tax Act of 1980, as amended; 8.1.1.6 Seller has received no written notice of any actions, proceedings, litigation or governmental investigations or condemnation actions either pending or threatened against the Property, as applicable; and 8.1.1.7 Seller has received no written notice of any claims for labor performed, materials furnished or services rendered in connection with constructing, improving or repairing any of the Property, as applicable, caused by Seller and which remain unpaid beyond the date for which payment was due and in respect of which liens may or could be filed against any of the Property, as applicable; 8.1.1.8 The copy of the rent roll attached hereto as Exhibit 8.1.1.8 is true, accurate and complete in all material respects. 8.1.2 Disclaimer. Except for the representations and warranties expressly set forth above in Section 8.1.2, the Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." The Purchase Price and the terms and conditions set forth herein are the result of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and is relying upon, no information provided by Seller and no statements, representations or warranties, express or implied, made by or enforceable directly against Seller, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, the state, federal, county or local law, ordinance, order, permit or suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Special Warranty Deed conveying the Property and the representations set forth above). Purchaser represents and warrants that as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies, reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, Purchaser and Seller agree that Seller has done so or shall do so only for the convenience of both parties, Purchaser shall not rely thereon and the reliance by Purchaser upon any such documents, opinions or work product shall not create or give rise to any liability of or against Seller, Seller's partners or affiliates or any of their respective partners, officers, directors, participants, employees, contractors, attorneys, consultants, representatives, agents, successors, assigns or predecessors-in-interest. Purchaser shall rely only upon the Policy obtained by Purchaser with respect to title to the Property. Purchaser acknowledges and agrees that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by Tenants of any Commercial Leases or, without limiting any of the foregoing, occupancy at Closing. Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or Tenants. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or Tenants shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Purchase Contract in any manner whatsoever; and Purchaser shall close title and accept delivery of the Special Warranty Deed with or without such Tenants in possession and without any allowance or reduction in the Purchase Price under this Purchase Contract. Purchaser hereby releases Seller from any and all claims and liabilities relating to the foregoing matters, except as provided in Section 8.1.3 below. 8.1.3 Survival of Representations and Warranties. Seller and Purchaser agree that those representations contained in this Section 8.1 shall survive Closing for a period of one (1) year (that is, any proceeding based on the breach of a representation contained in this Section 8.1 that survives Closing must be commenced within one (1) year subsequent to the Closing Date). In the event that Seller breaches any representation contained in this Section 8.1 and Purchaser had actual knowledge of such breach, Purchaser shall be deemed to have waived any right of recovery and Seller shall not have any liability in connection therewith. 8.1.4 No Duty of Inquiry. Representations and warranties above made to the knowledge of Seller shall not be deemed to imply any duty of inquiry. 8.1.5 Covenants of Seller. 8.1.5.1 Seller covenants that it will not voluntarily create or cause any lien or encumbrance (other than Commercial Leases and Property Contracts in the ordinary course of business) to attach to the Property between the Effective Date and the Closing Date; any such monetary lien or encumbrance so attaching by voluntary act of Seller shall be discharged by the Seller at or prior to Closing, on the Closing Date or any postponed Closing Date. Except as expressly provided above, Seller shall not be required to undertake efforts to remove any other lien, encumbrance, security interest, exception, objection or other matter, to make any expenditure of money or institute litigation or any other judicial or administrative proceeding and Seller may elect not to discharge the same. 8.1.5.2 Seller may enter into new Commercial Leases and new Property Contracts in the ordinary course of business during the Feasibility Period; provided, however, that any new Property Contracts entered into by Seller after the Effective Date shall be terminable upon thirty (30) days' notice without penalty. Unless this Purchase Contract is terminated as provided herein, upon the expiration of the Feasibility Period, and Purchaser's acceptance of the Property, Seller shall not enter into any new Commercial Leases or Property Contracts affecting the Property without the reasonable consent of Purchaser. All new leases or contracts entered into in accordance with the provisions of this Section 8.1.5 shall be deemed "COMMERCIAL LEASES" and "PROPERTY CONTRACTS", respectively, as defined herein. 8.2 Representations And Warranties And Covenants Of Purchaser. 8.2.1 Representations and Warranties of Purchaser. For the purpose of inducing Seller to enter into this Purchase Contract and to consummate the sale and purchase of the Property in accordance herewith, Purchaser represents and warrants to Seller the following as of the Effective Date and as of the Closing Date: 8.2.1.1 Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Washington. 8.2.1.2 Purchaser, acting through any of its duly empowered and authorized officers or members, has all necessary power and authority to own and use its properties and to transact the business in which it is engaged, and has full power and authority to enter into this Purchase Contract, to execute and deliver the documents and instruments required of Purchaser herein, and to perform its obligations hereunder; and no consent of any of Purchaser's officers or members is required to so empower or authorize Purchaser. 8.2.1.3 No pending or, to the knowledge of Purchaser, threatened litigation exists which if determined adversely would restrain the consummation of the transactions contemplated by this Purchase Contract or would declare illegal, invalid or nonbinding any of Purchaser's obligations or covenants to Seller. 8.2.1.4 Purchaser is duly authorized to execute and deliver, acting through its duly empowered and authorized officers and members, respectively, and perform this Purchase Contract and all documents and instruments and transactions contemplated hereby or incidental hereto, and such execution, delivery and performance by Purchaser does not (i) violate any of the provisions of their respective certificates of incorporation or bylaws, (ii) violate any provision of any law, governmental rule or regulation currently in effect, (iii) violate any judgment, decree, writ, injunction, award, determination or order currently in effect that names or is specifically directed at Purchaser or its property, and (iv) require the consent, approval, order or authorization of, or any filing with or notice to, any court or other governmental authority. 8.2.1.5 The joinder of no person or entity other than Purchaser is necessary to consummate the transactions to be performed by Purchaser and Purchaser has all necessary right and authority to perform such acts as are required and contemplated by this Purchase Contract. 8.2.2 Covenant of Purchaser. 8.2.2.1 Purchaser has not dealt with any broker, finder or any other person in connection with the purchase of or the negotiation of the purchase of the Property that might give rise to any claim for commission against Seller or lien or claim against the Property, except for Pinnacle Realty Management Company (the "BROKER") and John A. Goodman ("GOODMAN"), a licensed real estate agent who is affiliated with Pinnacle. Purchaser shall and does hereby indemnify and hold harmless Seller from and against any claim whether or not meritorious, for any real state sales commissions, finder's fees, or like compensation in connection with the sale contemplated hereby and arising out of any act or agreement of Purchaser, including any claim asserted by Goodman. Purchaser agrees that Goodman has waived any claim for commission, finder's fee or like compensation in connection with the transaction contemplated herein. 8.2.2.2 Purchaser shall obtain financing prior to Closing sufficient to purchase the Property for the Purchase Price and upon the terms and conditions contained herein. ARTICLE 9 CONDITIONS PRECEDENT TO CLOSING 9.1 Conditions Precedent to Purchaser's Obligation to Close. Purchaser's obligation to close under this Purchase Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 9.1.1 All of the documents required to be delivered by Seller to Purchaser at Closing pursuant to the terms and conditions hereof shall have been delivered and shall be in form and substance reasonably satisfactory to Purchaser; 9.1.2 Each of the representations and warranties of Seller contained herein shall be true in all material respects as of the Closing Date; 9.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; 9.1.4 Purchaser shall have received from Seller, at or prior to Closing a fully executed estoppel certificate by the Tenants leasing an aggregate of seventy percent (70%) of the leasable square footage of the floor area of the building comprising the Property in substantially the form of Exhibit 9.1.4 attached hereto ("TENANT ESTOPPEL CERTIFICATES"). In the event Seller is unable to obtain estoppel certificates from the Tenants leasing at least an aggregate of seventy percent (70%) of the leasable square footage of the building comprising the Property, Purchaser shall accept an estoppel certificate from Seller as landlord in substantially the form of Exhibit 9.1.4. In the event any Tenant Estoppel Certificate discloses any material default by Seller beyond the expiration of any applicable cure periods, Purchaser may terminate this Purchase Contract, and neither party shall have any further rights or obligations hereunder, except as expressly set forth herein, and subject to and except for Purchaser's liability under Sections 5.3 and 5.4. 9.1.5 Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth above. 9.2 Conditions Precedent to Seller's Obligation to Close. Without limiting any of the rights of Seller elsewhere provided for in this Purchase Contract, Seller's obligation to close with respect to the Property under this Purchase Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 9.2.1 Purchaser's representations and warranties set forth in this Purchase Contract shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date and as of the Effective Date as though such representations and warranties were made at and as of such date and time. 9.2.2 Purchaser shall have fully performed and complied with all covenants, conditions, and other obligations in this Purchase Contract to be performed or complied with by it at or prior to Closing including, without limitation, payment in full of the Purchase Price. 9.2.3 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Purchase Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. 9.2.4 Purchaser shall have produced evidence reasonably satisfactory to Seller of Purchaser's compliance with Hart-Scott-Rodino Act requirements or of the nonapplicability thereof to the transactions contemplated by this Purchase Contract. ARTICLE 10 BROKERAGE 10.1 Indemnification. Seller represents and warrants to Purchaser that it has dealt only with the Broker in connection with this Purchase Contract. Seller and Purchaser each represent and warrant to the other that other than the Broker and Goodman, it has not dealt with or utilized the services of any other real estate broker, sales person or finder in connection with this Purchase Contract, and each party agrees to indemnify the other party from and against all claims for brokerage commissions and finder's fees arising from or attributable to the acts or omissions of the indemnifying party. Seller agrees to pay Pinnacle a commission according to the terms of a separate agreement. The Broker and Goodman shall not be deemed a party or third-party beneficiary of this Purchase Contract. 10.2 No Warranties or Representations by Broker. The Broker assumes no responsibility for the condition of the Property or representation for the performance of this Purchase Contract by the Seller or Purchaser. ARTICLE 11 POSSESSION 11.1 Transfer of Possession. Possession of the Property subject to the Permitted Exceptions shall be delivered to Purchaser at the Closing. ARTICLE 12 DEFAULTS AND REMEDIES 12.1 Purchaser's Default. In the event Purchaser terminates this Purchase Contract following the Feasibility Period for any reason other than Seller's inability to convey title as required by this Purchase Contract, or defaults hereunder prior to the Closing Date and consummation of the Closing does not occur by reason of such termination or default by Purchaser, Seller and Purchaser agree that it would be impractical and extremely difficult to estimate the damages which Seller may suffer. Therefore, Seller and Purchaser hereby agree that, except as expressly set forth herein and except for the Purchaser's liability under Sections 5.3 and 5.4, the reasonable estimate of the total net detriment that Seller would suffer in the event that Purchaser terminates this Purchase Contract or defaults hereunder prior to the Closing Date is and shall be, as Seller's sole remedy (whether at law or in equity), the right to receive from the Escrow Agent and retain the full amount of the Deposit. The payment and performance of the above as liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the applicable event, except as expressly set forth herein, and subject to and except for Purchaser's liability under Sections 5.3 and 5.4, irrespective of the time when the inquiry about such damages may take place. Upon any such failure by Purchaser hereunder, this Purchase Contract shall be terminated, and neither party shall have any further rights or obligations hereunder, each to the other, except as expressly set forth herein, and subject to and except for Purchaser's liability under Sections 5.3 and 5.4 above, and the right of Seller to collect such liquidated damages to the extent not theretofore paid by Purchaser. 12.2 Seller's Default. Provided that Purchaser has not terminated this Purchase Contract and is not otherwise in default hereunder, if the Closing does not occur as a result of Seller's default hereunder, Purchaser's sole remedy shall be to elect to terminate this Purchase Contract and receive reimbursement of the Deposit (or so much thereof as has been received by Escrow Agent) or to seek specific performance of this Purchase Contract. ARTICLE 13 RISK OF LOSS OR CASUALTY 13.1 Risk of Loss or Casualty. The risk of loss or damage to the Property by fire or other casualty until the date of Closing is assumed by the Seller, provided that the Seller's responsibility shall be only to the extent of any recovery from insurance now carried on the Property. If any of the Improvements shall be destroyed or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds One Hundred Thousand and No/100 Dollars ($100,000.00), Purchaser may, by written notice given to Seller within fifteen (15) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Deposit shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein, subject to and except for Purchaser's liability under Sections 5.3 and 5.4, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Section 13.1, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance policies carried by Seller (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceeds. Seller shall not, in any event, be obligated to effect any repair, replacement, and/or restoration, but may do so at its option in which case Seller may apply the insurance proceeds to the costs of restoration. ARTICLE 14 RATIFICATION 14.1 Ratification. This Purchase Contract shall be null and void unless fully ratified by Purchaser and Seller on or before May 10, 1999. ARTICLE 15 EMINENT DOMAIN 15.1 Eminent Domain and Condemnation. In the event that at the time of Closing all or any part of the Property is (or has previously been) acquired, or is about to be acquired, by authority of any governmental agency in purchase in lieu thereof (or in the event that at such time there is any notice of any such acquisition by any such governmental agency), Purchaser shall have the right, at Purchaser's option, to terminate this Purchase Contract by giving written Notice within fifteen (15) days after receipt of written Notice from Seller of the occurrence of such event and recover the Deposit hereunder, or to settle in accordance with the terms of this Purchase Contract for the full Purchase Price and receive the full benefit or any condemnation award. ARTICLE 16 MISCELLANEOUS 16.1 Exhibits And Schedules. All Exhibits annexed hereto are a part of this Purchase Contract for all purposes. 16.2 Assignability. This Purchase Contract is not assignable without first obtaining the prior written approval of the nonassigning party. However, Purchaser may assign this Purchase Contract to an entity in which Purchaser and/or Goodman have a substantial interest; provided, that Purchaser and assignee are jointly and severally liable for all obligations and liabilities under this Purchase Contract. 16.3 Binding Effect. This Purchase Contract shall be binding upon and inure to the benefit of Seller and Purchaser, and their respective successors, heirs and permitted assigns. 16.4 Captions. The captions, headings, and arrangements used in this Purchase Contract are for convenience only and do not in any way affect, limit, amplify, or modify the terms and provisions hereof. 16.5 Number And Gender Of Words. Whenever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender shall include each other gender where appropriate. 16.6 Notices. All notices, demands, requests and other communications required pursuant to the provisions of this Purchase Contract ("NOTICE") shall be in writing and shall be deemed to have been properly given or served for all purposes (i) if sent by Federal Express or the nationally recognized overnight carrier for next business day delivery, on the first business day following deposit of such Notice with such carrier, or (ii) if personally delivered, on the actual date of delivery, or (iii) if sent by certified mail, return receipt requested postage prepaid, on the fifth (5th) business day following the date of mailing addressed as follows: If to Seller: If to Purchaser: Consolidated Capital Properties III John Goodman c/o AIMCO Goodman Financial Services, Inc. 1873 South Bellaire Street 401 Second Avenue S., Suite 110 Suite 1700 Seattle, Washington 98104 Denver, Colorado 80222 Attention: Tim Works, Harry Alcock Martha Carlin and: with a copy to: Argent Real Estate Mike Kuntz, Esquire 1401 Brickell Avenue, Suite 520 Foster, Pepper & Shefelman Miami, Florida 33131 1111 Third Avenue, Suite 3400 Attention: David Marquette Seattle, Washington 98101 with a copy to: Richard A. Cohn, Esquire Bryan Cave LLP 700 Thirteenth Street, N.W. Washington, D.C. 20005-3960 and Christa B. Richardson, Esquire Bryan Cave LLP 3500 One Kansas City Place 1200 Main Street Kansas City, Missouri 64105 Any of the parties may designate a change of address by Notice in writing to the other parties. Whenever in this Purchase Contract the giving of Notice by mail or otherwise is required, the giving of such Notice may be waived in writing by the person or persons entitled to receive such Notice. 16.7 Governing Law And Venue. The laws of the State of Utah shall govern the validity, construction, enforcement, and interpretation of this Purchase Contract, unless otherwise specified herein except for the conflict of laws provisions thereof. All claims, disputes and other matters in question arising out of or relating to this Purchase Contract, or the breach thereof, shall be decided by proceedings instituted and litigated in the United States District Court for the district in which the Property is situated, and the parties hereto expressly consent to the venue and jurisdiction of such court. 16.8 Entirety And Amendments. This Purchase Contract embodies the entire Purchase Contract between the parties and supersedes all prior Purchase Contracts and understandings, if any, relating to the Property, and may be amended or supplemented only by an instrument in writing executed by the party against whom enforcement is sought. 16.9 Severability. If any of the provisions of this Purchase Contract is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable. The Purchase Contract shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Purchase Contract; and the remaining provisions of this Purchase Contract shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Purchase Contract. In lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Purchase Contract a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible to make such provision legal, valid, and enforceable. 16.10 Multiple Counterparts. This Purchase Contract may be executed in a number of identical counterparts. If so executed, each of such counterparts is to be deemed an original for all purposes and all such counterparts shall, collectively, constitute one Purchase Contract. In making proof of this Purchase Contract, it shall not be necessary to produce or account for more than one such counterparts. 16.11 Further Acts. In addition to the acts and deeds recited herein and contemplated and performed, executed and/or delivered by Seller and Purchaser, Seller and Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered any and all such further acts, deeds, and assurances as may be necessary to consummate the transactions contemplated hereby. 16.12 Construction. No provision of this Purchase Contract shall be construed in favor of, or against, any particular party by reason of any presumption with respect to the drafting of this Purchase Contract; both parties, being represented by counsel, having fully participated in the negotiation of this instrument. 16.13 Confidentiality. Purchaser shall not disclose the terms and conditions contained in this Purchase Contract, shall keep the same confidential, provided that Purchaser may disclose the terms and conditions of this Purchase Contract (i) as required by law, (ii) to consummate the terms of this Purchase Contract, or any financing relating thereto, or (iii) to Purchaser's or Seller's lenders, attorneys and accountants. Any information provided by Seller to Purchaser under the terms of this Purchase Contract is for informational purposes only. In providing such information to Purchaser, Seller makes no representation or warranty, express, written, oral, statutory, or implied, and all such representations and warranties are hereby expressly excluded. Purchaser shall not in any way be entitled to rely upon the accuracy of such information. Such information is also confidential and Purchaser shall be prohibited from making such information public to any other person or entity other than its agents and legal representatives, without Seller's prior written authorization, which may be granted or denied in Seller's sole discretion. 16.14 Time Of The Essence. It is expressly agreed by the parties hereto that time is of the essence with respect to this Purchase Contract. 16.15 Cumulative Remedies And Waiver. Except as otherwise provided herein, no remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Purchase Contract or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default, omission, or failure of performance hereunder shall impair any right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver, amendment, release, or modification of this Purchase Contract shall be established by conduct, custom, or course of dealing. 16.16 Litigation Expenses. In the event either party hereto commences litigation against the other to enforce its rights hereunder, the prevailing party in such litigation shall be entitled to recover from the other party its reasonable attorneys' fees and expenses incidental to such litigation. 16.17 Time Periods. Should the last day of a time period fall on a weekend or legal holiday, the next Business Day thereafter shall be considered the end of the time period. 16.18 Exchange. At Seller's sole cost and expense, Seller may structure the sale of the Property to Purchaser as a Like Kind Exchange under Internal Revenue Code Section 1031 whereby Seller will acquire certain property (the "LIKE KIND EXCHANGE PROPERTY") in conjunction with the sale of the Property (the "LIKE KIND EXCHANGE"). Purchaser shall cooperate fully and promptly with Seller's conduct of the Like Kind Exchange, provided that all costs and expenses generated in connection with the Like Kind Exchange shall be borne solely by Seller, and Purchaser shall not be required to take title to or contract for the purchase of any other property. If Seller uses a qualified intermediary to effectuate the exchange, any assignment of the rights or obligations of Seller hereunder shall not relieve, release or absolve Seller of its obligations to Purchaser. In no event shall the Closing Date be delayed by the Like Kind Exchange. Seller shall indemnify and hold harmless Purchaser from and against any and all liability arising from and out of the Like Kind Exchange. [Remainder of Page Intentionally Left Blank.] NOW WHEREFORE, the parties hereto have executed this Purchase Contract as of the date first set forth above. SELLER: CONSOLIDATED CAPITAL PROPERTIES III, a California limited partnership By: ConCap Equities, Inc., a Delaware corporation, its managing general partner By: [SEAL] Name: Title: PURCHASER: GOODMAN FINANCIAL SERVICES, INC., a Washington corporation By: [SEAL] Name:: Title: