Common use of Special Purpose Entity Transfers Clause in Contracts

Special Purpose Entity Transfers. (a) Notwithstanding anything contained in this Agreement to the contrary, Sellers and Purchaser acknowledge and agree that, at the option of Purchaser and only to the extent permitted by the applicable Assumption Lender or other lender providing new financing to Purchaser, any Property that is owned one hundred percent (100%) by AIMCO Properties, L.P. may be conveyed to Purchaser (or to Purchaser’s Designated Entity, as hereinafter defined) through the transfer of one hundred percent (100%) of the membership interests (the “Entity Interest”) of a limited liability company wholly owned by a Seller at the time of Closing (each a “Special Purpose Entity”). Purchaser shall notify Seller no later than ten (10) days after the Effective Date, which Properties shall be conveyed to a Special Purpose Entity (the “Entity Transfer Properties”). A Special Purpose Entity shall be formed by Purchaser (with such name as Purchaser may reasonably designate) for each such Property no later than ten (10) days after the Effective Date. Each Entity Transfer Property shall be transferred to a Special Purpose Entity on the Closing Date by the execution and delivery of transfer documents in form and substance to be negotiated between Sellers and Purchaser during the period between the Effective Date and ten (10) days before the Closing Date, provided each such Special Purpose Entity shall not hold any assets or have any liabilities prior to said transfer of the applicable Property to it;

Special Purpose Entity Transfers. (a) Notwithstanding anything contained in this Agreement to the contrary, Sellers and Purchaser acknowledge and agree that, at the option of Purchaser and only to the extent permitted by the applicable Assumption Lender or other lender providing new financing to Purchaser, any Property that is owned one hundred percent (100%) by AIMCO Properties, L.P. may be conveyed to Purchaser (or to Purchaser’s Designated Entity, as hereinafter defined) through the transfer of one hundred percent (100%) of the membership interests (the “Entity Interest”) of a limited liability company wholly owned by a Seller at the time of Closing (each a “Special Purpose Entity”). Purchaser shall notify Seller no later than ten thirty (1030) days after prior to the Effective Closing Date, which Properties shall be conveyed to a Special Purpose Entity (the “Entity Transfer Properties”). A Special Purpose Entity shall be formed by Purchaser (with such name as Purchaser may reasonably designate) for each such Property no later than ten twenty-five (1025) days after prior to the Effective Closing Date. Each Entity Transfer Property shall be transferred to a Special Purpose Entity on the Closing Date by the execution and delivery of transfer documents in form and substance to be negotiated between Sellers and Purchaser during the period between the Effective Date and ten (10) days before the Closing Date, provided each such Special Purpose Entity shall not hold any assets or have any liabilities prior to said transfer of the applicable Property to it;