Business Purchaser Resolutions

BUSINESS PURCHASER RESOLUTIONS

RECITALS

WHEREAS, Purchaser Name: is duly organized and existing under the laws of State of Organization: and has full corporate power and authority to acquire businesses or business assets; and

WHEREAS, the Board of Directors of the Purchaser convened at a meeting held on Meeting Date: at Meeting Location: and has considered and determined that it is advisable and in the best interests of the Purchaser to purchase the business or assets described below from Seller Name: .

WHEREAS, the principal economic terms proposed for the acquisition are a Purchase Price: $, Deposit: $, with customary closing adjustments described herein.

SCOPE OF ACQUISITION

The Purchaser authorizes negotiation and acquisition of the business, assets, and rights as reasonably necessary to effectuate the transaction. The specific assets, excluded assets, liabilities to be assumed, and transition obligations are stated below.

PAYMENT TERMS

Purchase Price: $. Deposit to be held in escrow or other agreed arrangement in the amount of $.

Balance Payment Schedule: . Balance due on or before Balance Due Date: unless otherwise agreed in writing.

Late Fee: Interest at Late Fee Rate: or the maximum rate permitted by law, applied to any overdue amounts from the due date until paid.

TERM AND TERMINATION

Effective Start Date: . Expected Closing Date or End Date: .

Termination: This resolution and any resulting purchase agreement may be terminated upon written Notice Period (days): prior written notice by the Purchaser in the event of material breach by Seller, failure to obtain required consents, or by mutual written agreement.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED that the Board of Directors hereby authorizes and directs the officers of the Purchaser to negotiate, finalize, execute, and deliver on behalf of the Purchaser all agreements, certificates, instruments and documents necessary or desirable to effect the purchase on the terms and conditions approved by the Board.

FURTHER RESOLVED that the following actions are approved and authorized: (a) to execute a Purchase Agreement and related ancillary documents; (b) to deliver the Deposit and effectuate wire or escrow transfers as required; (c) to obtain necessary third-party consents and regulatory approvals; (d) to accept adjustments, proration statements, and closing deliverables; and (e) to take any other actions necessary to close the transaction.

CONFIDENTIALITY

All non-public information provided by either party in connection with the proposed transaction shall be kept confidential and used solely for purposes of evaluating and consummating the acquisition. Confidentiality obligations shall remain in effect for Confidentiality Period (years): except as required by law or court order.

GOVERNING LAW

This resolution and any documents executed pursuant hereto shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of laws principles.

ENTIRE AGREEMENT

These resolutions constitute the complete and exclusive statement of the Board's determinations with respect to the matters set forth herein and supersede any prior resolutions or authorizations, whether written or oral, to the extent inconsistent with the actions approved herein.

CERTIFICATION

I, Secretary Name: , certify that I am the duly elected and acting Secretary of the Purchaser; that the foregoing is a true and correct copy of resolutions duly adopted by the Board of Directors on Meeting Date: ; and that such resolutions are in full force and effect as of the date hereof.

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