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8. Representations and Warranties by Seller. Seller <br />represents and warrants to Buyer as follows: <br />(a) Authority. If Seller is a corporation, partnership or <br />other entity, Seller represents that it is duly <br />organized and is in good standing under the laws of the <br />State of Minnesota; Seller is duly qualified to <br />transact business in the State of Minnesota; Seller has <br />the requisite power and authority to enter into and <br />perform this Agreement and those Seller's Closing <br />Documents signed by it; such documents have been duly <br />authorized by all necessary action on the part of <br />Seller and have been duly executed and delivered; such <br />execution, delivery and performance by Seller of such <br />documents does not conflict with or result in a <br />violation of Seller's Articles of Organization or <br />Operating Agreement, or any judgment, order, or decree <br />of any court or arbiter to which Seller is a party; <br />such documents are valid and binding obligations of <br />Seller, and are enforceable in accordance with their <br />terms. <br />(b) Title to Property. Seller owns the Property, free and <br />clear of all encumbrances except the Permitted <br />Encumbrances identified on Exhibit B attached hereto <br />(the "Permitted Encumbrances "). <br />(c) Utilities. Seller has received no notice of actual or <br />threatened reduction or curtailment of any utility <br />service now supplied to the Real Property. <br />(d) Environmental Laws. No toxic or hazardous substances <br />or wastes, pollutants or contaminants (including, <br />without limitation, asbestos, urea formaldehyde, the <br />group of organic compounds known as polycholorinated <br />biphenyls, petroleum products including gasoline, fuel <br />oil, crude oil and various constituents of such <br />products, and any hazardous substance as defined in the <br />Comprehensive Environmental Response, Compensation and <br />Liability Act of 1980 ( "CERCLA "), 42 U.S.C. § 9601- <br />9657, as amended) have been generated, treated, stored, <br />released or disposed of, or otherwise placed, deposited <br />in or located on the Property, nor has any activity <br />10 <br />- 1 4 - <br />