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Buyer does not exercise its right of termination, then (i) any and all proceeds arising out of any such eminent domain or
<br /> taking shall be held in trust by Seller for the benefit of Buyer and paid to Buyer at Closing; (ii) the "Property" shall
<br /> thereafter be defined to mean the Property less the portion taken by eminent domain or condemnation, and (iii) the
<br /> Purchase Price shall not be adjusted,
<br /> 6. ReDresentations and Warranties of Seller. Seller represents and warrants to Buyer that:
<br /> 6.1 No Violations, Litigation or Condemnation. All notices of or violations of law or municipal ordinances, order,
<br /> rules noted or issued by any governmental authority having jurisdiction over the Property have been complied with or
<br /> will be complied with by the Closing Date. There is no actual or to Seller's knowledge, threatened action, litigation, or
<br /> proceeding by any organization, person, individual or governmental agency (including governmental actions under
<br /> condemnation authority or similar proceedings) affecting the Property. No action in condemnation or eminent domain
<br /> proceedings are now pending or, to Seller's knowledge, contemplated against the Property.
<br /> 6.2 FIRPTA. Seller is not"a foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986 and
<br /> any treasury regulations promulgated thereunder.
<br /> 6.3 Marketable Title. Seller has good and marketable fee simple title interest in the Property subject only to the
<br /> exceptions to title disclosed in the Commitment or Survey.
<br /> 6.4 Liens and Encumbrances; No Unpaid Services. The Property will, as of the Closing Date, be free and clear of
<br /> all liens, security interests, all encumbrances, leases, unrecorded agreements, or other restrictions or objections to title,
<br /> except as permitted by this Agreement. All services, labor or material which have been furnishedi to the Property by or
<br /> for Seller have been fully paid for or will be fully paid for prior to or on the Closing Date so that no lien for services or
<br /> materials rendered can subsequently be asserted against the Property,
<br /> 6.5 Business Authorization, Seller is duly organized, existing, and qualified to do business under the laws of the
<br /> State of Minnesota; Seller has duly and validly authorized and executed this Agreement, and has full power to enter into
<br /> and perform this Agreement pursuant to its terms; the person signing this Agreement is authorized by Seller to do so;
<br /> the execution and delivery of this Agreement, and the consummation of the transaction contemplated hereby, will not
<br /> constitute a default under Seller's governing documents, or under any agreements, mortgages, or other instruments to
<br /> which Seller is a party, and is not in contravention of law, order, ordinance, or regulation by which Seller is bound or
<br /> subject.
<br /> 6.6 Disclosures. Seller discloses that there is not a well on the Property and Seller will sign and deliver a well
<br /> disclosure certificate in conformance,with Minnesota law to Buyer simultaneously with the execution of this Agreement.
<br /> To the extent there is a well and the well is not used or is abandoned, Seller will, at its sole cost and expense, seal the
<br /> well in conformance with applicable Minnesota law prior to the Closing Date and deliver documentation to Buyer
<br /> confirming same. Except for any well disclosed by Seller to Buyer in the well disclosure certificate, there are no other
<br /> wells, private septic systems, above ground storage tanks, or underground storage tanks on, under or about the
<br /> Property.
<br /> 6.7 Environmental Matters. Seller has not used the Property for, or engaged in the business of, the generation,
<br /> transportation, storing, treating or disposing of any "hazardous materials", "hazardous substances", "pollutant", or
<br /> "contaminant" included within the definition of such terms under any federal, state or local statute, law, or ordinance
<br /> (collectively "Hazardous Materials"), including by way of illustration and not by way of limitation, the Clean Air Act, the
<br /> federal Water Pollution Control Act of 1972, the Resource Conservation and Recovery Act of 1976, the Comprehensive
<br /> Environmental Response, Compensation and Liability Act of 1980, the Toxic Substances Control Act, or the Minnesota
<br /> Environmental Response and Liability Act(including any amendments or extensions thereof and any rules, regulations,
<br /> standards or guidelines issued pursuant to any of said environmental laws) (collectively, "Environmental Laws"). There
<br /> are no existing or pending remedial actions or other work, repairs, construction or capital expenditures with respect to
<br /> the Property in connection with the Environmental Laws, nor has Seller received any notice of any of the same. Seller
<br /> has no knowledge or belief that any other person has used the Property for the disposal of any Hazardous Materials,
<br /> nor has Seller knowingly permitted any person to so use the Property for the disposal of any Hazardous Materials, The
<br /> Property is not subject to any liens or claims by any governmental regulatory agencies or third parties arising from the
<br /> release or threatened release of Hazardous Materials in, on, or about the Property, and Seller is not aware of any
<br /> pending or contemplated search or investigation of the Property or any portion thereof with respect to any
<br /> environmental matter, To Seller's knowledge, the Property has not been used as landfill and there is no solid waste,
<br /> garbage, construction debris, road tailings, asphalt, concrete or foundations on, under or about the Property. No notices
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