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<br />(a) Seller's Closing Documents. On the Closing Date, Seller shall execute <br />and/or deliver to Buyer the follovving (collectively "Seller's Closing <br />Documents") : <br /> <br />(1) Deed. A 'Wananty Deed, in fonn reasonably satisfactory to Buyer, <br />conveying the Real Property to Buyer, free and clear of all <br />encumbrances, except any permitted encumbrances. <br /> <br />(2) Title Policy. The Title Policy, or a suitably marked up <br />COmmitment for Title Insurance initialed by the Title Company, in <br />the form required by this Agreement. <br /> <br />(3) Opinion of Seller's COlillsel. An opinion of Seller's counsel, dated <br />"as of the Closing Date, in form reasonably satisfactory to Buyer, <br />that Seller has been duly organized and is in good standing under <br />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 <br />requisite power and authority to enter into and perform this <br />Agreement, and those Seller's Closing Documents signed by it; <br />that such documents have been duly authorized by all necessary <br />action on the part of the Seller and dilly executed and delivered; <br />that such documents are valid and binding obligations of Seller, <br />enforceable in accordance with their terms. <br /> <br />(4) Seller Resolution. A resolution by the Seller to enter into and <br />perform this Agreement, and execute those Seller's Closing <br />Documents signed by it; that such documents have been duly <br />authorized by all necessary action on the part of the Seller and duly <br />executed and delivered. <br /> <br />(5) Seller's Affidavit. An Affidavit of Title by Seller indicating that <br />on the Closing Date there are no outstanding, unsatisfIed <br />judgments, tax liens or bankruptcies against or involving Seller or <br />the Real Property; that there has been no skill, labor or material <br />furnished to the Real Property for which payment has not been <br />made or for which mechanic's liens could be filed; and that there <br />are no other unrecorded interests in the Real Property, together <br />with whatever standard owner's affidavit and/or indemnity which <br />may be required by the Title Company to issue an Owner's Policy <br />of Title Insurance with the standard exceptions waived. <br /> <br />(6) IRS Form. A Designation Agreement designating the "reporting <br />person" for purposes of completing Internal Revenue Form 1099. <br /> <br />-3- <br />