Property Conveyance Resolution

PROPERTY CONVEYANCE RESOLUTION

This Property Conveyance Resolution (the "Resolution") is made as of Effective Date: by and between Grantor Name: , an entity organized as a under the laws of (hereinafter "Grantor"), and Grantee Name: , an entity organized as a under the laws of (hereinafter "Grantee").

RECITALS

WHEREAS, Grantor is the legal and equitable owner of certain real property commonly known as and legally described as:

WHEREAS, Grantor desires to convey and transfer all right, title and interest in and to the Property to Grantee, and Grantee desires to accept such conveyance upon the terms and conditions set forth herein; and

WHEREAS, the board of directors or other governing body of Grantor has determined that the conveyance of the Property is in the best interests of Grantor and its stakeholders and has duly authorized the conveyance in accordance with Grantor's governing documents and applicable law.

NOW, THEREFORE

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, Grantor and Grantee hereby adopt the following resolutions and agree as follows:

1. AUTHORIZATION TO CONVEY

The Board of Directors or governing body of Grantor hereby authorizes and approves the conveyance, sale, transfer and assignment of the Property on the terms set forth in this Resolution. Grantor authorizes its officers, employees and agents to take all actions necessary to effectuate the conveyance, including execution and delivery of deeds, instruments of transfer, closing statements and related documents in substantially the form approved by counsel to Grantor.

2. DESCRIPTION OF PROPERTY AND CONSIDERATION

The Property subject to this conveyance consists of the real property described above and all rights, easements, privileges and appurtenances thereto. The consideration to be paid by Grantee for the Property shall be in the amount of $ payable as set forth in the purchase agreement between the parties.

3. CLOSING; DELIVERY OF DEED

The conveyance shall be consummated at a closing to occur on Closing Date: , or such other date as the parties may mutually agree in writing. At the closing, Grantor shall execute, acknowledge and deliver to Grantee a good and sufficient deed conveying the Property free and clear of liens and encumbrances except those specifically approved in writing by Grantee.

4. TITLE; TAXES; TRANSFER COSTS

Grantor shall, at or prior to closing, deliver to Grantee evidence of title reasonably satisfactory to Grantee, including a current title commitment and copies of recorded instruments affecting the Property. Transfer taxes, recording fees and escrow charges shall be allocated as specified in the purchase agreement; absent such specification, Grantor shall pay costs attributable to curing defects in title and Grantee shall pay standard recording fees for issuance of new title.

5. REPRESENTATIONS AND WARRANTIES

Grantor represents and warrants to Grantee that (a) Grantor is the lawful owner of the Property with full right and authority to convey the same; (b) there are no outstanding judgments, liens or other encumbrances on the Property except those disclosed in writing to Grantee; and (c) the execution and delivery of the conveyance documents have been duly authorized by all required corporate or other organizational action. These representations survive closing and shall be enforceable by Grantee for the benefit of Grantee and its successors and assigns.

6. INDEMNIFICATION

Grantor agrees to indemnify, defend and hold harmless Grantee from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or related to any breach of Grantor's representations or warranties or any undisclosed lien, defect in title, environmental condition or other matter existing prior to the closing.

7. FURTHER ASSURANCES

Following closing, each party shall execute and deliver such further instruments and take such further actions as may be reasonably required to consummate the conveyance and to fully effectuate the intent of this Resolution, including curative documents and filings necessary to perfect the title transferred hereunder.

8. CONDITIONS PRECEDENT

The obligations of the parties to close the conveyance contemplated by this Resolution are subject to the satisfaction or waiver in writing of customary conditions precedent, including but not limited to: delivery of title evidence, receipt of any required consents and approvals, absence of material adverse changes affecting the Property, and the execution of all required conveyance documents.

9. NOTICES

Grantor Notice Address

Grantee Notice Address

All notices required or permitted under this Resolution shall be in writing and delivered to the addresses set forth above by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

10. GOVERNING LAW

This Resolution and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

11. ENTIRE AGREEMENT

This Resolution, together with the purchase agreement and the instruments referenced herein, constitutes the entire agreement between the parties with respect to the conveyance of the Property and supersedes all prior negotiations, understandings and agreements between the parties relating thereto.

12. SEVERABILITY

If any provision of this Resolution is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remainder of this Resolution shall remain in full force and effect.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Resolution may be amended only by a written instrument signed by both parties. No waiver of any provision hereof shall be deemed a waiver of any other provision. This Resolution may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

14. AUTHORIZING ACTION; CERTIFICATION

The officers of Grantor are authorized and directed to execute and deliver any and all documents, instruments and certificates necessary to carry out the intent of this Resolution. The undersigned certify that this Resolution has been duly adopted in accordance with Grantor's organizational documents and applicable law and is in full force and effect.

Certified By (printed name)

Certifier Title

Certification Date

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