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(i) a Bill of Sale, transferring and assigning the Purchased Assets to <br /> Buyer and such other executed assignments, consents, documents <br /> of transfer, and other instruments as Buyer reasonably may <br /> request; <br /> (ii) evidence satisfactory to Buyer of the release of Liens, if any, <br /> against the Purchased Assets; <br /> (iii) any and all schedules, assignments, certificates or such other <br /> documents reasonably requested by the Buyer in order to <br /> effectuate the transactions contemplated by this Agreement; <br /> (iv) a certified copy of resolutions of Seller's Governing Board <br /> authorizing the transactions contemplated by this Agreement; <br /> (v) such other documents or instruments as are reasonably necessary <br /> or customary to effect the transactions contemplated herein. <br /> (a) Deliveries by Buyer. At the Closing,Buyer shall deliver to Seller: <br /> (i) the Purchase Price pursuant to Section 3.1.2; <br /> (ii) a certified copy of resolutions of Buyer's Board of Governors <br /> authorizing the transactions contemplated by this Agreement; <br /> (iii) such other documents or instruments as are reasonably necessary <br /> or customary to effect the transactions contemplated herein. <br /> 5.3 Further Assurances. If at any time after the Closing Date, Buyer or Seller shall <br /> consider or be advised that any further documents or any other acts are reasonably necessary to <br /> carry out the purposes of this Agreement, Buyer and Seller agree that each of them shall execute <br /> and deliver all such documents and do all acts reasonably necessary to carry out the purposes of <br /> this Agreement. <br /> ARTICLE 6 <br /> REPRESENTATIONS AND WARRANTIES OF SELLER <br /> Seller represents and warrants to Buyer as follows: <br /> 6.1 Organization and Qualification. Seller is a municipal Utilitycorporation, duly <br /> organized and validly existing under the laws of the State of Minnesota, and has all requisite <br /> power and authority to transfer with Purchased Assets to Buyer and perform the other <br /> requirements of this Agreement. Seller has not conducted business under any name other than <br /> its corporate name "WH Security, LLC."No Consents. No consent of, or notice to, any <br /> Governmental Entity, or any other Person, is required to be obtained or given by the Seller in <br /> connection with the execution, delivery or performance of this Agreement or any other <br /> agreement or document to be executed, delivered or performed hereunder by the Seller. <br /> 5 <br />