Legal Signature Resolution

LEGAL SIGNATURE RESOLUTION

Company Name:   Jurisdiction of Organization:

Authorized Individual / Party Name:   Title:

Resolution Adopted By:   Date of Meeting or Written Consent:

RECITALS

WHEREAS, the Company is duly organized and validly existing under the laws of the jurisdiction set forth above and, as of the date hereof, the adopting_body has the authority to take the actions described in this Resolution; and

WHEREAS, it is necessary and desirable for the Company to authorize designated individual(s) to execute, acknowledge and deliver, on behalf of the Company, documents, instruments and agreements and to take such further actions as may be necessary or appropriate to effectuate transactions identified in this Resolution; and

WHEREAS, the Board or other governing body has determined that the delegation of authority set forth below is in the best interests of the Company.

NOW, THEREFORE, BE IT RESOLVED

1. 1. Definitions. For purposes of this Resolution, the following terms shall have the following meanings: "Authorized Documents" means any contract, agreement, certificate, affidavit, instrument, amendment, or other document identified in Section 2 and any ancillary document reasonably necessary to give effect thereto; "Authorized Persons" means the individual(s) named in this Resolution who are authorized to sign on behalf of the Company.
2. 2. Authorization and Scope of Authority. The Company hereby authorizes the following individual(s) to execute, deliver and record on behalf of the Company the Authorized Documents and to take all actions necessary, appropriate or incidental to the execution and delivery of the Authorized Documents, including negotiating terms, executing amendments, satisfying conditions precedent and delivering receipts and releases: Name(s) and Title(s): The scope of authority includes the ability to affix the Company's corporate seal where required, to certify copies of documents and to make necessary filings with governmental and regulatory bodies.
3. 3. Certification of Authority. The undersigned certify that the persons named as Authorized Persons hold the offices set forth opposite their names, that such officers are duly authorized to act on behalf of the Company, and that the signatures set forth opposite their names are genuine. The Company further certifies that, to the best of its knowledge, the authorization granted herein remains in full force and effect as of the Effective Date and has not been amended or rescinded.
4. 4. Effective Date and Duration. This Resolution shall be effective as of and shall remain in effect until revoked or amended by a subsequent resolution of the Company, provided that actions taken by Authorized Persons in reliance on this Resolution prior to revocation shall remain valid.
5. 5. Representations and Warranties. The Company represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, that it has full power and authority to adopt this Resolution and to authorize the actions contemplated hereby, and that adoption of this Resolution does not violate any provision of its organizational documents or any material agreement to which it is a party.
6. 6. Reliance and Indemnification. Any third party, including but not limited to financial institutions, recording offices and contracting parties, may rely upon a copy of this Resolution certified by an officer of the Company as conclusive evidence of the authority granted herein. The Company shall indemnify and hold harmless any third party who, in good faith, acts or relies upon this Resolution and the actions of Authorized Persons.

NOTICES

GOVERNING LAW; MISCELLANEOUS

This Resolution shall be governed by and construed in accordance with the laws of the jurisdiction of organization specified above without regard to principles of conflicts of laws. Any dispute arising out of or relating to this Resolution shall be subject to the exclusive jurisdiction of the courts located in that jurisdiction.

Entire Agreement: This Resolution contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior discussions, agreements and understandings of any kind. Severability: If any provision of this Resolution is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Amendments and Waiver: This Resolution may be amended, modified or waived only by a written instrument signed by the Company and, where applicable, the Authorized Person. Counterparts: This Resolution may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

CERTIFICATION

The undersigned certify under penalty of perjury that the foregoing is a true and correct copy of a resolution duly adopted by the adopting_body of the Company and that the resolution remains in full force and effect as of the date below.

Sign Now