Legal Written Action Form

LEGAL WRITTEN ACTION FORM

This Legal Written Action Form (the "Action") is executed as of by and between Party A Name: a with principal address , and Party B Name: a with principal address .

RECITALS

WHEREAS, each party is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has full corporate power and authority to enter into this Action and to carry out its obligations hereunder;

WHEREAS, the parties desire to take certain corporate or organizational actions by written consent in lieu of a formal meeting, as permitted by their governing documents and applicable law, and to record such actions in a single instrument evidencing the unanimous written action of the parties;

WHEREAS, the parties wish to set forth the action to be taken, the effective date of such action, and the representations, approvals and authorizations of each party in connection therewith.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. DEFINITIONS

For purposes of this Action, the following terms shall have the meanings set forth below. "Written Action" means the action described in Section 3, taken by written instrument in lieu of a formal meeting. "Effective Date" means the date specified in Section 4. "Authorized Representative" means an officer, director, manager or other individual expressly authorized by a party to execute this Action on its behalf.

2. AUTHORITY TO TAKE WRITTEN ACTION

Each party represents and warrants that it has complied with all requirements of its organizational documents and applicable law necessary to authorize the execution and delivery of this Action and to take the action set forth herein without the necessity of a formal meeting. Each party further represents that the persons executing this Action on its behalf are authorized representatives with full authority to bind such party.

3. DESCRIPTION OF WRITTEN ACTION

4. EFFECTIVE DATE AND IMPLEMENTATION

The actions described in Section 3 shall become effective as of (the "Effective Date"). Each party shall take such further actions and execute such documents as may be reasonably necessary to effectuate and carry out the intent of this Action.

5. REPRESENTATIONS AND WARRANTIES

Each party hereby represents and warrants to the other party that: (a) it has full corporate power and authority to enter into and perform this Action; (b) the execution, delivery and performance of this Action has been duly authorized by all necessary corporate or other action; and (c) when executed and delivered by the authorized representative, this Action will constitute a valid and binding obligation enforceable in accordance with its terms.

6. RECORDATION; MINUTES

Each party agrees that a copy of this Action, and any executed counterparts hereof, shall be placed in the minutes or records of such party and shall constitute conclusive evidence of the actions taken and approvals given by such party as of the Effective Date.

7. NOTICES

All notices, demands, consents and other communications under this Action shall be in writing and delivered to the parties at the addresses set forth below or at such other address as a party may designate by notice to the other.

8. AMENDMENTS

This Action may be amended, modified or supplemented only by a writing signed by both parties. No course of dealing or failure to enforce any provision shall constitute a waiver of any party's rights hereunder.

9. WAIVER

No waiver of any provision of this Action shall be effective unless in writing and signed by the party against whom enforcement is sought. The waiver of any breach shall not operate as a waiver of any other or subsequent breach.

10. GOVERNING LAW

This Action shall be governed by, and construed in accordance with, the laws of the jurisdiction specified below without regard to principles of conflicts of law.

11. ENTIRE AGREEMENT

This Action constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, understandings and representations, whether written or oral, relating to such subject matter.

12. SEVERABILITY

If any provision of this Action is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable while preserving the parties' intent.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Action 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 deemed original signatures for all purposes.

IN WITNESS WHEREOF, the parties have executed this Legal Written Action Form as of the date first written above.

Sign Now