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PRO 11.1. Existence; Authority. Buyer is duly organized, qualified and in good standing under the laws of the State of Minnesota, and has the requisite power and authority to enter into and perform this Agreement and Buyer's Closing Documents; such documents have been duly authorized by all necessary action; such documents are valid and binding obligations of Buyer, enforceable in accordance with their terms, except as enforceability may be limited by equitable principles or by the laws of bankruptcy, insolvency or other laws affecting creditors' rights generally. 11.2. Recording. Buyer shall not record this Agreement or a memorandum hereof at any time. 12. Representations and Warranties by Seller. Seller represents and warrants to Buyer as follows: 12.1. Existence; Authority. Seller is duly organized, qualified and in good standing under the laws of the State of Minnesota, and has the requisite power and authority to enter into and perform this Agreement and Seller's Closing Documents; such documents have been duly authorized by all necessary action; such documents are valid and binding obligations of Seller, enforceable in accordance with their terms, except as enforceability may be limited by equitable principles or by the laws of bankruptcy, insolvency or other laws affecting creditors' rights generally. 12.2. FIRPTA. Seller is not a "foreign person," "foreign partnership," "foreign trust" or "foreign estate," as those terms are defined in Section 1445 of the Internal Revenue Code. 12.3. Wells and Individual Sewage Treatment Systems. The Seller certifies and warrants that there are no "Wells" on the described Property within the meaning of Minn. Stat. § 103I or "Individual Sewage Treatment Systems" on the described Property within the meaning of Minn. Stat. § 115.55. This representation is intended to satisfy the requirements of those statutes. 12.4. Methamphetamine Disclosure. Solely for purposes of satisfying the requirements of Minn. Stat. § 152.0275, to Seller's knowledge, Methamphetamine production has not occurred on the Property. 12.5. No Proceedings or Violations. To Seller's knowledge, no legal or administrative proceedings are threatened or pending against Seller which would adversely affect its right to convey the Property to Buyer as contemplated in this Agreement. To Seller's knowledge, there are no condemnation or eminent domain proceedings pending or threatened with respect to the Property and Seller has received no notice from any governmental agency or authority concerning any issue relating to zoning, health, flood control, fire or any potential violation of any law or 10-