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import are used, they shall be deemed to refer only to the actual knowledge of Calvin Portner, <br />Seller's City Administrator, as of the Effective Date (or, for purposes of the Seller's Certificate, <br />as of the Closing Date), without any requirement of independent investigation having been made <br />or any duty to investigate, and shall not be deemed to include any implied, imputed or <br />constructive knowledge of Calvin Portner or any other person or entity. <br />12. Representations, Warranties of Purchaser. Purchaser is a limited liability <br />company duly organized and in good standing in the State of Minnesota. Purchaser has the <br />requisite power and authority to enter into and perform the terms of this Agreement. The <br />execution and delivery of this Agreement and the consummation of the transaction contemplated <br />by this Agreement have been duly authorized by all necessary parties and no other proceeding or <br />consent on the part of Purchaser is necessary in order to permit Seller to consummate the <br />transaction contemplated by this Agreement. <br />13. Indemnification. The parties agree to and shall indemnify the other party, its <br />successors, and assigns, against any and all damages resulting from any breach by the party of <br />any representation, warranty or agreement set forth in this Purchase Agreement or the untruth or <br />inaccuracy thereof, including but not limited to all statements contained in the financial <br />statements and disclosure statements. This indemnity shall survive the closing for a period of 2 <br />years. <br />14. Seller's Closing Documents. At closing, Seller shall execute and deliver to <br />Purchaser the following: <br />a. Contract for Deed. Statutory Contract for Deed in recordable form <br />including the relevant terms of this Agreement and which is reasonably <br />satisfactory to Seller. <br />b. Well Disclosure Certificate. <br />C. Bill of Sale. <br />d. Certificate of Non -Foreign Status. <br />e. Seller's Affidavit. A standard form Affidavit by Seller indicating that on <br />the date of closing there are no outstanding unsatisfied judgments, tax <br />liens or bankruptcies against or involving Seller or the Property. <br />f. Other Documents. All other documents reasonably determined by either <br />party or the title insurance company to be necessary to transfer and <br />provide title insurance for the Property. <br />15. Purchaser's Closing Documents. At closing, Purchaser shall execute and deliver <br />to Seller the following: <br />214273v12 <br />