Real Estate Seller Resolution Form

REAL ESTATE SELLER RESOLUTION

This resolution is adopted by the board of directors or members of Seller Entity Name: organized as an entity type: Corporation LLC Partnership Trust Individual, formed under the laws of State of Organization: and having its principal place of business at .

RECITALS

WHEREAS, Seller owns certain real property commonly known as Property Address: and legally described as

WHEREAS, Seller has negotiated the proposed sale of the Property to Buyer Name: on terms set forth in a Purchase and Sale Agreement and related transaction documents, and the board has determined that the sale is in the best interests of Seller;

WHEREAS, the board desires to authorize specified officers and agents to execute, deliver and perform all instruments and documents necessary or convenient to effect the sale and closing of the Property.

NOW, THEREFORE, BE IT RESOLVED

1. Authorization to Sell. The board hereby authorizes Seller to execute and perform the sale of the Property on the terms and conditions approved by the board. The material terms authorized by this resolution include: Purchase Price: (U.S. Dollars), and payment and adjustment provisions as set forth in the transaction documents.
2. Designation of Authorized Officers. The following persons are authorized, on behalf of Seller, to execute, acknowledge and deliver deeds, settlement statements, escrow instructions, affidavits, certificates, notices, amendments, and all other instruments and documents necessary or convenient to consummate the sale and transfer of the Property: Authorized Officer Name: with title . The actions of such authorized officers in executing closing documents shall be conclusive evidence of the authority of such officers for the transactions contemplated herein.
3. Closing and Escrow. The sale shall close at or through Escrow Agent: . The anticipated closing date is . The authorized officers shall have authority to agree to reasonable extensions, adjustments, prorations and closing procedures.
4. Title, Conveyance and Exceptions. Seller is authorized to convey title by statutory or special warranty deed, or other instrument appropriate to Seller's form of ownership, subject to those matters approved by the board and excepting only those encumbrances, easements, covenants and restrictions expressly approved by the board or disclosed in writing to Buyer prior to closing.
5. Ratification. All acts previously taken by the authorized officers and agents in furtherance of the sale of the Property are hereby ratified, confirmed and adopted as the acts and deeds of Seller. Title companies, escrow agents, lenders and other third parties may rely upon a certified copy of this resolution as conclusive evidence of the authority granted herein.
6. Indemnity. Seller shall indemnify and hold harmless any authorized officer who executes documents pursuant to this resolution from and against liabilities, claims and expenses reasonably incurred in connection with the execution, delivery or enforcement of the transaction documents, except to the extent caused by such officer's willful misconduct or gross negligence.

NOTICES

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 laws principles.

Entire Agreement. This Resolution constitutes the entire corporate action and authorization with respect to the matters addressed herein and supersedes any prior inconsistent action or authorizations.

Severability. If any provision of this Resolution is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Amendments; Waiver. This Resolution may be amended, rescinded or waived only by a subsequent resolution adopted by the board of directors or members in accordance with the governing documents of Seller.

Counterparts. 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. Facsimile, electronic image or other reproduction of a signature shall be sufficient for all purposes.

CERTIFICATION

I, Secretary Name: , certify that I am the duly appointed and acting Secretary of Seller and that the foregoing is a true and correct copy of a resolution duly adopted at a meeting of the board of directors or members of Seller legally held on , and that the resolution has not been modified or rescinded and remains in full force and effect.

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