definiens: ( as defined in the Foreign Investment in Real Property Tax Act and applicable regulations ) and that Buyer is not required to withhold any portion of the consideration payable under this Agreement under the provisions of such Act, in the form attached as Exhibit 3.02(h ) ; ( i ) the Required Consents for the Key Contracts and such other Seller Contracts that have been obtained by Seller, duly executed by the applicable third party, in form and substance reasonably satisfactory to Buyer ; G ) with respect to any financing statements filed against any of the Purchased Assets, UCC-3 termination statements ; ( k ) an opinion, dated as of the Closing Date, from Morrison & Foerster LLP, Seller 's legal counsel, substantially in the form attached hereto as Exhibit 3.02(k ) ; ( 1 ) the irrevocable written commitment of the Title Company to deliver to Buyer an ALTA 1992 standard form owner 's policies of title insurance, insuring a fee or leasehold interest, as applicable, in each parcel of the Real Property, all premiums and charges for which shall have been paid by Seller ( the ), the premiums for additional endorsements or extended coverage, to the extent requested by Buyer shall be paid by Buyer ; ( m ) a certificate of Seller 's Secretary certifying as to : ( i ) the certificate of incorporation and bylaws of Seller as in effect as of the Effective Date, ( ii ) resolutions of Seller 's stockholders and its board of directors authorizing the execution, delivery and performance of this Agreement and of all other Transaction Documents, and ( iii ) the incumbency of Seller 's officers executing this Agreement and all other Transaction Documents ; and ( n ) a certificate from the Secretary of State of Colorado and Delaware as to Seller 's good standing