Legal Dissolution Resolutions

LEGAL DISSOLUTION RESOLUTIONS

Company Name:   Entity Type: Corporation Limited Liability Company Partnership

Jurisdiction of Formation:   Principal Office:

A meeting of the board of directors/managers (the "Board") of the Company was held on at .

Recitals

WHEREAS, the Board has reviewed the financial condition, liabilities, contracts and obligations of the Company and has considered the benefits and burdens of continued existence; and

WHEREAS, the Board has determined that it is in the best interests of the Company and its stakeholders to dissolve, wind up and liquidate the affairs of the Company in accordance with applicable law and the Company's governing documents; and

WHEREAS, the Board has determined to authorize officers and agents to take the actions necessary to effectuate such dissolution and winding up.

Now, Therefore, Be It Resolved

1. Dissolution. The Board hereby approves and adopts the dissolution of the Company and directs that the Company be dissolved effective as of (the "Effective Date"), subject to compliance with applicable law.
2. Filing and Public Notice. The Company's officers are authorized and directed to execute and file, or cause to be filed, all certificates, statements and other instruments required by the laws of the jurisdiction of formation to effectuate the dissolution. The name of the authorized filing agent is , and the agent's address for filing purposes is: Officers are further authorized to provide any notices required by statute or contract and to publish any required public notices.
3. Winding Up; Appointment of Liquidator. The Board appoints as Liquidator/Responsible Officer to wind up the Company's affairs, collect assets, discharge liabilities, and distribute remaining assets. The Liquidator shall have full authority to negotiate, compromise, and settle claims on behalf of the Company and to retain counsel, accountants and other professionals as necessary.
4. Authority to Settle and Execute Instruments. The officers, directors and the Liquidator of the Company are authorized, empowered and directed to execute, acknowledge and deliver all documents and to take all actions reasonably necessary or advisable to carry out the foregoing resolutions, including, without limitation, entering into compromises, assignments, releases and conveyances, and to incur such expenses as are reasonably necessary in the winding up process.
5. Distribution of Assets. Upon liquidation of the Company's assets and after payment or provision for payment of known or reasonably ascertainable liabilities, the remaining assets shall be distributed in accordance with the Company's governing documents and applicable law. The proposed plan for distribution is described as follows:
6. Preservation of Records. The Liquidator shall preserve the Company's books and records for a period of years following the Effective Date, or longer if required by law, and shall arrange for transfer or custody of such records as appropriate.
7. Tax Matters and Claims. The officers and the Liquidator are authorized to prepare and file final tax returns, make necessary tax elections, pay taxes and to notify taxing authorities of the dissolution. The individual authorized to act with respect to tax filings is . The Liquidator shall establish procedures to identify and resolve creditor claims, including disputed claims.
8. Indemnification. To the fullest extent permitted by law and the Company's governing documents, the Company shall indemnify and hold harmless any director, manager, officer or agent acting in good faith on behalf of the Company in connection with the winding up and dissolution, against expenses and liabilities reasonably incurred in connection with such actions.
9. Delegation. The Board may delegate responsibilities and authorities granted herein to one or more persons or committees as it deems necessary or advisable to effectuate an orderly and efficient winding up.

Notices

General Provisions

Governing Law: These resolutions and any dispute arising out of or relating to the dissolution and the actions contemplated herein shall be governed by and construed in accordance with the laws of the jurisdiction of formation of the Company without regard to principles of conflicts of law.

Entire Agreement: These resolutions constitute the entire written action of the Board concerning the matters set forth herein and supersede all prior board actions, resolutions and authorizations with respect to the dissolution, to the extent inconsistent.

Severability: If any provision of these resolutions 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 thereby.

Amendments and Waiver: These resolutions may be amended, modified or waived only by written action of the Board. No failure or delay by the Company in exercising any right shall operate as a waiver thereof.

Counterparts: These resolutions may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be deemed original signatures.

Certification

I hereby certify that the foregoing resolutions were duly adopted by the Board of the Company in accordance with applicable law and the Company's governing documents, and that such resolutions are in full force and effect as of the date indicated below.

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