Legal Transferor Resolution

LEGAL TRANSFEROR RESOLUTION

This Legal Transferor Resolution (the "Resolution") is made and entered into effective as of by and between Transferor Name: whose principal address is and Transferee Name: whose principal address is .

RECITALS

WHEREAS, Transferor is the owner of certain assets, rights and interests more particularly described below (the "Assets");

WHEREAS, the Transferor desires to effect an irrevocable transfer and assignment of the Assets to the Transferee under the terms and conditions set forth herein; and

WHEREAS, the governing body of the Transferor has duly considered and authorized such transfer by formal action in accordance with applicable organizational documents and law.

NOW, THEREFORE, BE IT RESOLVED

1. Transfer. The Transferor hereby irrevocably transfers, assigns and conveys to the Transferee all of the Transferor's right, title and interest in and to the Assets described as follows: The transfer shall include all associated records, documents of title, and such incidental rights as are necessary to effectuate full ownership by the Transferee.
2. Consideration. As consideration for the transfer, the Transferee shall provide to the Transferor the following (check applicable and describe):
   Monetary Consideration (if any) Non-monetary Consideration
   The parties agree that the stated consideration constitutes full and adequate consideration for the transfer.
3. Authority to Execute Documents. The Transferor authorizes and directs any officer or authorized representative identified below to execute and deliver all such instruments, certificates, assignments and documents, and to take all such actions, as may be necessary or desirable in the opinion of such person to consummate the transfer, including filing, recording, endorsement and delivery.
   Authorized Person Name Title
4. Representations and Warranties. Transferor represents and warrants to Transferee that: (a) Transferor has full corporate power and authority to transfer the Assets; (b) the transfer does not violate any agreement, lien, encumbrance or law; (c) Transferor will convey good and marketable title to the Assets, free and clear of any liens, claims or encumbrances except as disclosed in writing; and (d) there are no pending or threatened actions or proceedings that may adversely affect the validity or enforcement of this Resolution with respect to the Assets.
5. Indemnification. Transferor shall indemnify, defend and hold harmless Transferee from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of any breach of the representations and warranties set forth in this Resolution or any third-party claims related to events occurring prior to the effective date of the transfer.
6. Further Assurances. Each party shall execute and deliver such further instruments and take such further actions as may be reasonably required to effectuate the intent of this Resolution and to give full force and effect to the transactions contemplated hereby.
7. Effective Date. The transfer set forth herein shall be effective as of the effective date first set forth above or such other date as the parties may mutually agree in writing.

NOTICES

All notices, requests, consents and other communications required or permitted under this Resolution shall be in writing and delivered to the following addresses:

MISCELLANEOUS

Governing Law: This Resolution shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles.

Entire Agreement: This Resolution, together with any instruments executed pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating thereto.

Severability: If any provision of this Resolution is held invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall continue in full force and effect.

Amendments and Waiver: No amendment, modification or waiver of any provision of this Resolution shall be effective unless in writing and signed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

Counterparts; Electronic Signatures: 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. Signatures delivered by electronic transmission shall be binding.

CERTIFICATION OF ADOPTION

The undersigned hereby certifies that the governing body of the Transferor duly adopted the foregoing Resolution by the requisite vote on at a Regular meeting Special meeting and that such Resolution remains in full force and effect and has not been rescinded or modified.

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