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<br />8 <br />successors and assigns, harmless from, any expenses or damages, including <br />reasonable attorneys' fees as awarded by a court, that Buyer incurs because of the <br />breach of any of the above representations and warranties, whether such breach is <br />discovered before or after closing. <br /> <br />12. Representations and Warranties of Buyer. Buyer makes the following representations <br />and warranties to Seller, which representations and warranties shall be true and correct in <br />all material respects on the Closing Date: <br /> <br />12.1 Corporation. Buyer is a non-profit corporation duly organized, validly existing <br />and in good standing under the laws of the State of Minnesota. <br /> <br />12.2 Authority. The execution, delivery and performance of this Agreement and all <br />other documents, instruments and agreements now or hereafter to be executed and <br />delivered by Buyer pursuant to this Agreement are within the power of Buyer, <br />have been duly authorized by all necessary or proper action, and are enforceable <br />against Buyer in accordance with its terms. The individual executing this <br />document on behalf of Buyer has the authority to bind Buyer. <br /> <br />12.3 Buyer will indemnify Seller, against and will hold Seller, its successors and <br />assigns, harmless from, any expenses or damages, including reasonable attorneys' <br />fees as awarded by a court, that Buyer incurs because of the breach of any of the <br />above representations and warranties, whether such breach is discovered before or <br />after closing. <br /> <br />13. Conditions Precedent. Buyer's obligation to close on the Property purchase is subject to <br />the following conditions precedent: <br /> <br /> 13.1 The representations and warranties of Seller contained in this Agreement must be <br />true now and on the Closing date as if made on the Closing date. <br /> <br /> 13.2 The Seller shall have performed and satisfied each of the Seller’s obligations <br />under this Agreement. <br /> <br /> 13.3 The Buyer is able to obtain an Owner’s Policy of Title Insurance issued by the <br />Title Company in the full amount of the Purchase Price, subject only to the <br />Permitted Encumbrances, covering title to the Real Property, showing Buyer as <br />owner of the Property and providing for full coverage over all standard title <br />exceptions. <br /> <br /> 13.4 There has been no change in the physical condition of the Property between the <br />date the Buyer signs this Agreement and Closing. <br /> <br />In the event any of the foregoing conditions are not satisfied as of the time of Closing, <br />Buyer will have no obligation to proceed to Closing and, unless Buyer delivers written <br />notice to Seller that Buyer has waived any unsatisfied condition and will proceed to