Legal AR Resolution Document

LEGAL AR RESOLUTION DOCUMENT

This Accounts Receivable Resolution (the "Resolution") is adopted and executed by Company Name: , a corporation organized under the laws of Jurisdiction: , and is acknowledged by Authorized Representative Name: , on this Date: .

RECITALS

WHEREAS, Company maintains certain accounts receivable arising from the sale of goods or provision of services and maintains ledgers and records describing such receivables (collectively, "Accounts Receivable"); and

WHEREAS, the Board of Directors has determined that it is in the best interest of Company to authorize actions relating to the collection, compromise, sale, assignment, pledge or other disposition of Accounts Receivable and to delegate authority to one or more officers or agents to effectuate such actions; and

WHEREAS, the Board desires to set forth the scope of such authority and to provide ratification and indemnification terms in connection therewith.

NOW, THEREFORE, BE IT RESOLVED

1. 1. Definitions. For purposes of this Resolution, "Accounts Receivable" shall mean all present and future rights to payment for goods sold or services rendered by Company, whether invoiced or unbilled, together with all related contracts, instruments, supporting documentation, collections, cash proceeds and rights of set-off.
2. 2. Authorization. Company hereby authorizes Authorized Representative Name: to take any and all actions on behalf of Company with respect to Accounts Receivable as described in this Resolution, including without limitation the authority to collect, compromise, settle, factor, sell, assign, grant security interests in, pledge, endorse, and otherwise transfer Accounts Receivable or proceeds thereof.
3. 3. Specific Powers. The Authorized Representative is expressly empowered to:
   • Collect, receipt for and enforce payment of Accounts Receivable;
   • Compromise or settle debts owing to Company up to Amount Limit:
   • Assign, sell or otherwise transfer Accounts Receivable to third parties, including factoring arrangements;
   • Grant, subordinate or otherwise create a security interest or pledge in Accounts Receivable as collateral for indebtedness;
   • Endorse checks, drafts and other instruments and deliver receipts or releases related to collected Accounts Receivable.
4. 4. Execution of Documents. The Authorized Representative may negotiate, execute and deliver, in the name and on behalf of Company, all documents, agreements, security instruments, financing statements, invoices, endorsements and other instruments necessary or desirable to effectuate transactions authorized by this Resolution. The signature of the Authorized Representative on any such instrument shall be conclusive evidence of proper authorization by Company.
5. 5. Collection, Compromise and Settlement. The Authorized Representative is authorized to agree to billing adjustments, credits, returns and compromises with respect to Accounts Receivable; provided, however, any individual compromise in excess of Amount Threshold: must be approved in writing by the Board of Directors prior to execution.
6. 6. Assignment and Security Interests. Company authorizes the creation of security interests in Accounts Receivable and the execution and filing of financing statements or other filings necessary to perfect such security interests. Any such grant of security shall identify the scope of collateral and include all proceeds, renewals and replacements thereof.
7. 7. Delegation and Substitution. The Authorized Representative may delegate any of the powers granted herein to other officers, employees or agents of Company, and may authorize such delegates to execute instruments on behalf of Company; provided that such delegation shall be documented in writing and retained in Company records.
8. 8. Reporting and Recordkeeping. The Authorized Representative shall maintain complete and accurate records of all actions taken pursuant to this Resolution and shall deliver reports to the Board at least Reporting Frequency: , describing collections, assignments, compromises and the status of Accounts Receivable.
9. 9. Indemnification. Company shall indemnify and hold harmless the Authorized Representative, each delegate and Company officers and directors from and against any and all liabilities, losses, claims, costs and expenses (including reasonable attorneys' fees) arising from actions taken in good faith under this Resolution, except to the extent resulting from willful misconduct, gross negligence or bad faith.
10. 10. Ratification. All acts taken by the Authorized Representative prior to the date of this Resolution that are within the authority conferred herein are hereby ratified, confirmed and approved in all respects.
11. 11. Effective Date and Termination. This Resolution shall be effective as of Effective Date: and shall remain in force until revoked or amended by a duly adopted resolution of the Board of Directors or until termination as provided herein.

NOTICES

MISCELLANEOUS

Amendments and Waiver. This Resolution may be amended or modified only by a written instrument adopted by the Board of Directors. No waiver of any provision of this Resolution shall be effective unless in a written instrument signed by the waiving party.

Governing Law. This Resolution shall be governed by and construed in accordance with the laws of Governing Jurisdiction: , without regard to choice-of-law principles that would apply the laws of another jurisdiction.

Entire Agreement. This Resolution constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, relating to such subject matter.

Severability. If any provision of this Resolution is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

Counterparts. This Resolution may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be treated as original signatures for all purposes.

CERTIFICATION

I hereby certify that the foregoing resolution was duly adopted by the Board of Directors of Company Name: on the date set forth below and that the resolution is in full force and effect and has not been amended or revoked.

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