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form reasonably satisfactory to Buyer, that Seller <br />has been duly organized and is in good standing <br />under the laws of the State of Minnesota; that <br />Seller is duly qualified to transact business in <br />the State of Minnesota; that Seller has the <br />requisite power and authority to enter into and <br />perform this Agreement, and those Seller's Closing <br />Documents signed by it; that such documents have <br />been duly authorized by all necessary action on <br />the part of the Seller and duly executed and <br />delivered; that the execution, delivery and <br />performance by Seller of such documents do not <br />conflict with or result in a violation of Seller's <br />Articles of Organization or Operating Agreement or <br />any judgment, order or decree of any court or <br />arbiter to which Seller is a party; that such <br />documents are valid and binding obligations of <br />Seller, enforceable in accordance with their <br />terms. <br />(4) Seller's Affidavit. An Affidavit of Title by <br />Seller indicating that on the Closing Date there <br />are no outstanding, unsatisfied judgments, tax <br />liens or bankruptcies against or involving Seller <br />or the Real Property; that there has been no <br />skill, labor or material furnished to the Real <br />Property for which payment has not been made or <br />for which mechanics' liens could be filed; and <br />that there are no other unrecorded interests in <br />the Real Property, together with whatever standard <br />owner's affidavit and /or indemnity which may be <br />required by the Title Company to issue an Owner's <br />Policy of Title Insurance with the standard <br />exceptions waived. <br />(5) FIRPTA Affidavit. A non - foreign affidavit, <br />properly executed and in recordable form, <br />containing such information as is required by IRC <br />Section 1445(b)(2) and its regulations. <br />5 <br />- 12 - <br />