THE SELLER AND THE COMPANY IS A
CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE STATE OF MINNESOTA, WITH CORPORATE POWER AND AUTHORITY TO OWN, OPERATE
AND LEASE ITS RESPECTIVE PROPERTIES AND ASSETS. THE COMPANY HAS HERETOFORE
DELIVERED TO THE PURCHASER COMPLETE AND CORRECT COPIES OF THE COMPANY'S ARTICLES
OF INCORPORATION AND BYLAWS, AS PRESENTLY IN EFFECT. EXCEPT AS SET FORTH IN THE
DISCLOSURE SCHEDULE, THE COMPANY IS DULY QUALIFIED OR LICENSED TO DO BUSINESS AS
A FOREIGN CORPORATION AND IS IN GOOD STANDING IN EACH JURISDICTION IN WHICH THE
PROPERTY OWNED, LEASED OR OPERATED BY IT OR THE NATURE OF THE BUSINESS CONDUCTED
BY IT MAKES SUCH QUALIFICATION OR LICENSING, EXCEPT WHERE THE FAILURE TO BE SO
QUALIFIED, LICENSED OR IN GOOD STANDING IN SUCH OTHER JURISDICTION WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT ON THE BUSINESS
OF THE COMPANY TAKEN AS A WHOLE. THE COMPANY DOES NOT, DIRECTLY OR
3
INDIRECTLY, OWN OR CONTROL OR HAVE ANY CAPITAL, EQUITY, PARTNERSHIP,
PARTICIPATION OR OTHER INTEREST IN ANY CORPORATION, PARTNERSHIP, JOINT VENTURE
OR OTHER BUSINESS ASSOCIATION OR ENTITY.
2.2
AUTHORIZATION AND ENFORCEABILITY. EACH OF THE SELLER AND THE
COMPANY HAS FULL CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND
TO CARRY OUT THE TRANSACTIONS CONTEMPLATED HEREIN. THE BOARD OF DIRECTORS OF
EACH OF THE SELLER AND THE COMPANY HAS TAKEN ALL ACTION REQUIRED BY LAW, THE
ARTICLES OF INCORPORATION AND BYLAWS OF THE SELLER AND THE COMPANY, OR
OTHERWISE, TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN AND NO
OTHER CORPORATE ACTION IS NECESSARY TO AUTHORIZE THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT BY THE SELLER OR THE COMPANY AND TO CONSUMMATE THE
TRANSACTION CONTEMPLATED HEREIN IN ACCORDANCE WITH APPLICABLE LAWS (AS DEFINED
BELOW). THIS AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY EACH
OF THE SELLER AND THE COMPANY. ASSUMING THE DUE AUTHORIZATION, EXECUTION AND
DELIVERY HEREOF BY THE PURCHASER, THIS AGREEMENT IS THE VALID AND BINDING LEGAL
OBLIGATION OF EACH OF THE SELLER AND THE COMPANY, ENFORCEABLE AGAINST THE SELLER
AND THE COMPANY IN ACCORDANCE WITH ITS TERMS.
2.3
NON-CONTRAVENTION. EXCEPT AS SET FORTH IN THE DISCLOSURE SCHEDULE,
NEITHER THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT NOR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN WILL: (A) VIOLATE OR BE IN
CONFLICT WITH ANY PROVISION OF THE ARTICLES OF INCORPORATION OR BYLAWS OF THE
SELLER OR THE COMPANY; OR (B) BE IN CONFLICT WITH, OR CONSTITUTE A DEFAULT,
HOWEVER DEFINED (OR AN EVENT WHICH, WITH THE GIVING OF DUE NOTICE OR LAPSE OF
TIME, OR BOTH, WOULD CONSTITUTE SUCH A DEFAULT), UNDER, OR CAUSE OR PERMIT THE
ACCELERATION OF THE MATURITY OF, OR GIVE RISE TO ANY RIGHT OF TERMINATION,
CANCELLATION, IMPOSITION OF FEES OR PENALTIES UNDER, ANY DEBT, NOTE, BOND,
LEASE, MORTGAGE, INDENTURE, LICENSE, OBLIGATION, CONTRACT, COMMITMENT,
FRANCHISE, PERMIT, INSTRUMENT OR OTHER AGREEMENT OR OBLIGATION TO WHICH THE
SELLER OR THE