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All of the above exceptions may hereafter collectively he referred to as "Permitted <br />Encumbrances." <br />5. Seller's Performance. Subject to performance by Purchaser, Seller shall execute and <br />deliver to Purchaser the following at closing: <br />a. A Warranty Deed, in recordable form, as aforesaid. <br />b. Opinion of Seller's Counsel, dated as of the Closing Date, in a form reasonably <br />satisfactory to Purchaser, that Seller has been duly organized and is in good <br />standing under the laws of the State of Minnesota; that Seller is duly qualified to <br />transact business in the State of Minnesota; that Seller has the requisite power and <br />authority to enter into and perform this agreement and those Seller closing <br />documents signed by Seller; that such documents have been duly authorize by all <br />necessary action on the part of the Seller and duly executed and delivered; that the <br />execution, delivery, and performance by Seller of such documents do not conflict <br />with or result in a violation of Seller's Articles of Organization or Operation <br />Agreement or any judgment, order or decree of any court or arbiter to which <br />Seller is a party; that such documents are valid and binding obligations of Seller, <br />enforceable in accordance with their terms. <br />c. A Seller's affidavit attesting that, on the date of closing, there are no unsatisfied <br />outstanding judgments, tax liens or bankruptcies against or involving the Seller; <br />that there has been no lienable skill, labor or material furnished to the property; <br />that there are no other unrecorded interests in the property of any kind of which <br />Seller is aware and any other standard form Seller's Affidavit which may <br />reasonably be required for Purchaser. <br />d. A non- foreign affidavit, properly executed and in recordable form, containing <br />such information as is required by IRC Section 1445 (b) (2) and its regulations <br />(FIRPTA). <br />e. A designation agreement designation the "reporting person" for purposes of <br />completing Internal Revenue Form 1099. <br />f. Owner's Duplicate Certificate of Title, if any, regarding the property. <br />g. <br />All keys required affording Purchaser access to the property. <br />h. All other documents necessary or appropriate to complete the transaction <br />contemplated by this Agreement agreed upon by the parties and their respective <br />counsel. <br />Page 2 of 9 <br />11:\Joeti I \Cvrespondence\Jool 2012 \Donovan Construction Purchase Agreement - Attorocy Reviewed - 1 2.12. 1 2 .doc <br />3 <br />