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<br />7. Reoresentations and Warranties of Buver. Buyer represents and warrants to Seller <br />that: <br /> <br />A. If Buyer is a corporation, Buyer is duly organized, validly existing, and in <br />good standing under the laws of the State of Minnesota and has the requisite <br />corporate power and authority to enter into and perform its obligations under <br />this Agreement. <br /> <br />B. The executions of this Agreement by Buyer and the performance by Buyer of <br />its obligations hereunder have been duly authorized by all necessary corporate <br />action. This Agreement and the other documents contemplated by the <br />Agreement, when duly executed and delivered by Buyer, will constitute valid <br />and binding obligations of Buyer and will be enforceable in accordance with <br />their respective terms. Buyer agrees to provide documents evidencing the <br />above if requested by Seller. <br /> <br />C. The execution and delivery of this Agreement and the consummation or the <br />transactions contemplated by it will not result in the breach of, or in the default <br />under, any outstanding contract, lease, deed, agreement or other instrument to <br />which Buyer is a party or by which it or any of its properties is bound. Buyer <br />is not in breach of or in default under any outstanding contract, lease, deed, <br />agreement or other instrument where such breach or default would have an <br />adverse effect upon the transactions contemplated hereunder. <br /> <br />D. There is no litigation or other legal or administrative proceeding currently <br />pending or known to be threatened against Buyer which would prevent Buyer <br />from carrying out the terms of this Agreement and the transactions <br />contemplated hereunder. <br /> <br />E. Buyer has obtained any and all consents necessary for the valid and effective <br />consummation of the transactions contemplated by this Agreement. <br /> <br />F. During the past 12 months, neither Buyer nor any predecessor or affiliate of <br />Buyer has been involved as debtor in any proceeding under the U.S. <br />Bankruptcy Code, or any state insolvency, receivership or similar statute. <br /> <br />G. No representation or warranty by Buyer in this Agreement, or any statement or <br />certificate furnished or to be furnished by it to Seller pursuant hereto, contains <br />or will contain any untrue statement of a material fact, or omits or will omit to <br />state a material fact necessary to make the statements contained therein not <br />misleading. <br /> <br />H. Buyer will not take any actions which harm the Business. <br /> <br />I. The foregoing representations, warranties and covenants are made by Buyer <br />with the knowledge and expectation that Seller is placing complete reliance <br />thereon. <br /> <br />%1 <br />