Authorize Asset Sale

WHEREAS, on the advice of the Board of Directors/Managers has determined It to be in the best interest of the Corporation/LLC to sell company assets; be it

RESOLVED, that the Board of Directors/Managers is hereby authorized to sell all or any part of the property and assets of this Corporation/LLC, including good will, upon such terms and conditions and for such consideration as the Board of Directors shall deem in the best interests of the Corporation/LLC, and more especially, but without limitation of the foregoing, to sell its assets to:

RESOLVED, that the Corporation/LLC hereby assents to a proposed composition agreement and plan of repayment in the Bill of Sale agreement annexed hereto.

The undersigned hereby certifies that they are duly elected or appointed as Secretary/Manager and that the resolution is now in full force and effect without modification or rescission. 

IN WITNESS WHEREOF; I have executed my name as Secretary/Manager and have hereunto affixed the company seal of the Corporation/LLC.

BILL OF SALE

FOR THE VALUE RECEIVED, the company hereby sells and transfers unto the buyer _____and its successors and assigns forever, the following described goods:

_____

Seller warrants that it has good title of said assets, and full authority to sell and transfer said assets free and clear of liens, encumbrances and liabilities.  Seller further warrants that it shall save harmless the buyer and assigns from any and all adverse claim, that may be made by any party against the assets.  It is also provided however that the seller disclaims any impliad warranty.  Said goods are sold "AS IS"

A True Record Attest

Dated _____

Designation: Secretary_____