Legal Resolution Letter

LEGAL RESOLUTION LETTER

This Legal Resolution Letter is made as of by and between Company Name: , a business entity organized as under the laws of , with its principal address at (the "Company"), and Recipient Name: (the "Recipient").

RECITALS

WHEREAS, on , the Board of Directors (or equivalent governing body) of the Company met at , at which meeting a quorum was duly present and acting throughout; and

WHEREAS, the Board considered and determined that it is in the best interest of the Company to authorize the actions described in this Resolution Letter; and

WHEREAS, the Recipient requires a formal certified resolution or assurance that the individuals named herein are empowered to act on behalf of the Company in the matters set forth below.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties hereby agree as follows:

1. RESOLUTION

RESOLVED, that the Company hereby authorizes and directs that the actions described in Section 2 of this Resolution Letter be taken on behalf of the Company and that the individuals identified as Authorized Persons in Section 3 are authorized, empowered and directed to take such actions and to execute and deliver any instruments, documents or agreements, and to do all acts and things, necessary or desirable to effectuate such actions.

2. AUTHORIZED ACTIONS

The Company authorizes the following actions (as applicable): opening and maintaining bank and deposit accounts; executing agreements, instruments, and notices; endorsing and delivering checks, drafts and other instruments; making, modifying and terminating contracts; and performing any other acts necessary or incidental to the foregoing within the ordinary course of the Company’s business. Specific descriptions of the acts authorized are set out below and, where additional detail is required by the Recipient, the Authorized Persons are authorized to supply such details.

3. AUTHORIZED PERSONS

The following officers or agents of the Company (each an "Authorized Person") are authorized to act individually on behalf of the Company for the purposes set forth in this Resolution Letter:

4. REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the Recipient that: (a) the Company is duly organized and validly existing under the laws of the jurisdiction stated above and has full corporate or organizational power to enter into this Resolution Letter and to carry out the transactions contemplated herein; (b) all corporate or organizational action on the part of the Company necessary to authorize the execution and delivery of this Resolution Letter and the taking of the actions contemplated hereby has been taken; and (c) this Resolution Letter constitutes a valid and binding obligation of the Company enforceable in accordance with its terms.

5. RELIANCE BY THIRD PARTIES

The Recipient and any third party dealing with the Company may rely upon a certified copy of this Resolution Letter or any certification by an Authorized Person as conclusive evidence that the actions authorized herein have been duly adopted and are in full force and effect until written notice of revocation or amendment is received by the Recipient and acknowledged in writing. The Company agrees to indemnify and hold harmless the Recipient and any third party for losses arising from reliance on any instrument or certification executed by an Authorized Person within the scope of this Resolution, except to the extent resulting from the Recipient’s gross negligence or willful misconduct.

6. EFFECTIVE DATE AND TERM

This Resolution Letter is effective as of the date first written above and shall remain in full force and effect until amended or revoked by a subsequent resolution duly adopted by the Company and delivered in writing to the Recipient. Notwithstanding the foregoing, any actions taken by the Authorized Persons prior to receipt of written revocation shall remain valid to the extent otherwise permitted by law.

7. NOTICES

All notices, demands or requests required or permitted under this Resolution Letter shall be in writing and delivered to the following addresses or such other address as any party may designate by written notice to the other party in accordance herewith.

8. GOVERNING LAW

This Resolution Letter shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of laws principles.

9. ENTIRE AGREEMENT

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

10. SEVERABILITY

If any provision of this Resolution Letter is held to be invalid or unenforceable under applicable law, such provision shall be modified to the extent necessary to render it valid and enforceable, and the remaining provisions shall continue in full force and effect.

11. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Resolution Letter shall be effective unless set forth in a written instrument executed by the party against whom enforcement is sought. No waiver by any party of any breach shall be deemed a waiver of any subsequent breach.

12. COUNTERPARTS

This Resolution Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. A photocopy or facsimile of a signature shall be treated as an original signature for all purposes.

13. CERTIFICATION

The undersigned hereby certifies that the foregoing is a true and complete copy of the resolution duly adopted by the Board of Directors (or equivalent governing body) of the Company and that such resolution has not been modified or rescinded and remains in full force and effect on the date hereof.

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