Legal Purchase Resolutions Template

LEGAL PURCHASE RESOLUTIONS TEMPLATE

The undersigned, being duly authorized representatives of Purchaser Name: , an entity organized under the laws of Jurisdiction: (the "Purchaser"), and Seller Name: , an entity organized under the laws of Jurisdiction: (the "Seller"), do hereby adopt the following resolutions pursuant to the governing documents of Purchaser and applicable law.

RECITALS

WHEREAS, Seller is the owner of certain assets, property, and rights described as: (the "Purchased Assets"); and

WHEREAS, Purchaser has negotiated the terms of a Purchase Agreement titled: , under which Purchaser will acquire the Purchased Assets for a purchase price of (the "Purchase Price") payable in the manner set forth therein; and

WHEREAS, it is in the best interest of Purchaser that the board of directors or other authorized body adopt resolutions to authorize the purchase, the execution of the Purchase Agreement, and related actions.

NOW, THEREFORE, BE IT RESOLVED

1. Authorization of Purchase. Purchaser is hereby authorized and approved to purchase the Purchased Assets from Seller on the material terms and conditions set forth in the Purchase Agreement. The form, terms and provisions of the Purchase Agreement identified above are hereby approved, and Purchaser shall enter into, execute and deliver the Purchase Agreement in substantially the form presented to this board, with such changes as the authorized officers executing the same deem necessary, advisable or convenient.
2. Approval of Purchase Price and Consideration. The Purchase Price of , together with any adjustments, prorations or escrows expressly provided in the Purchase Agreement, is hereby approved. The board authorizes payment of the Purchase Price from funding source: , and approval of any authorized draws, wire transfers, or escrow deposits required to effect closing.
3. Execution of Documents. The officers of Purchaser, including but not limited to Officer Name: , Title: , are authorized to negotiate, execute and deliver the Purchase Agreement and all ancillary documents, instruments, certificates, affidavits, closing statements and escrow instructions (collectively, the "Transaction Documents") on behalf of Purchaser, and to take such further actions as may be necessary or desirable to consummate and implement the transactions contemplated thereby.
4. Closing Date. The Transaction Documents shall be executed and the closing of the purchase shall occur on or before Closing Date: , unless extended by mutual written agreement of the parties.
5. Representations; Warranties; Indemnities. Purchaser's officers are authorized to obtain and rely upon representations and warranties from Seller contained in the Transaction Documents, and to accept customary indemnities and limitations of liability. Any representation, warranty or covenant required to be performed prior to closing may be waived, modified or supplemented by the authorized officers if such action is in the best interests of Purchaser.
6. Further Actions. Each officer of Purchaser is authorized and directed, in the name and on behalf of Purchaser, to do and perform all such acts and to execute and deliver all such certificates, agreements and instruments as such officer may deem necessary or advisable to carry out the intent and purpose of the foregoing resolutions, including making filings, giving notices, engaging counsel and accountants, and paying fees, expenses and taxes incident to the transactions.
7. Conditions Precedent. The obligations of Purchaser to consummate the transactions are subject to the satisfaction or waiver by Purchaser of customary closing conditions, including but not limited to accuracy of Seller's representations, performance of covenants, obtaining consents, delivery of closing deliverables, and receipt of any required approvals from third parties or governmental authorities.

NOTICES

All notices required or permitted under the Purchase Agreement or these resolutions shall be given in writing to the addresses below (or such other address as such party may provide in writing):

MISCELLANEOUS

Governing Law. These resolutions and any Transaction Documents executed pursuant hereto shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

Entire Agreement. These resolutions, together with any duly executed Transaction Documents, constitute the entire understanding and agreement of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, whether written or oral, relating thereto.

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; Waiver. These resolutions may be amended, modified or supplemented only by a written instrument signed by the authorized officers of Purchaser and, where applicable, by Seller. No waiver by any party of any default, misrepresentation or breach shall be effective unless in writing and signed by the party granting such waiver.

Counterparts and Electronic Signatures. These resolutions may be executed in counterparts, and signed copies transmitted by electronic means shall be binding and have the same force and effect as original signatures.

CERTIFICATION BY AUTHORIZED OFFICER

I hereby certify that the foregoing resolutions were duly adopted by the board of directors or other governing body of Purchaser on Meeting Date: , that such resolutions remain in full force and effect and have not been amended or rescinded, and that the person executing below on behalf of Purchaser is authorized to take the actions contemplated herein.

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