Extract to table
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Extract to table / borrower-authorizing-resolutions-draft.docx
borrower-authorizing-resolutions-draft.docx
Parties
Harkness LLP
CORAL PALMS RESORT HOLDINGS LLC
Verimark Hospitality Group Inc
Driscoll LLP
Dates
June 1, 2019
October 15, 2022
December 9, 2022
March 1, 2023
December 12, 2022
January 5, 2023
Amounts
$125,000,000
$118,500,000
$160,000,000
$1,185,000
$4,800,000
$3,250,000
$1,600,000
$800,000
$275,000
$160,000,000 3
Obligations
04074 of the Florida Revised Limited Liability Company Act, as amended (the "Act"), which collectively authorize the Managers to take any action by unanimous written consent without the necessity of convening a formal meeting, hereby adopt the following recitals and resolutions, which shall have the same force and effect as if adopted at a duly convened special meeting of the Managers at which all Managers were present and voting: RECITALS A
Evidence of such approval by the Parent shall be maintained with the records of the Company
A list of the Loan Documents shall be finalized prior to closing and is expected to be set forth in a schedule to the Loan Agreement
Resolution 10: General Authorization RESOLVED, that the Authorized Signatories are hereby authorized, empowered, and directed to take or cause to be taken any and all further actions, to execute and deliver or cause to be executed and delivered any and all further agreements, instruments, certificates, notices, consents, waivers, amendments, modifications, supplements, restatements, and documents, and to pay or cause to be paid any and all fees, costs, taxes (including without limitation documentary stamp taxes, intangible taxes, and recording fees), and expenses, in each case as such Authorized Signatories may in their sole judgment deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions and to consummate the Loan and the transactions contemplated hereby, the execution and delivery thereof by any such Authorized Signatory to be conclusive evidence of the Company's authorization thereof and of such Authorized Signatory's determination that such action was necessary, appropriate, or advisable; and it is further RESOLVED, that any and all actions taken by any Authorized Signatory on behalf of the Company in good faith in connection with the transactions described in these resolutions shall be, and hereby are, deemed to be authorized by these resolutions, notwithstanding any failure to specifically describe or identify such actions herein
Resolution 11: Effectiveness RESOLVED, that these resolutions shall be effective as of the date first written above and shall remain in full force and effect until expressly modified, amended, or revoked by subsequent action of the Managers of the Company; and it is further RESOLVED, that this Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument
pdf), or other electronic transmission shall be equally as effective as delivery of an original executed counterpart of this Unanimous Written Consent; and it is further RESOLVED, that this Unanimous Written Consent shall be filed with the minutes of the proceedings of the Managers of the Company and shall be maintained with the permanent records of the Company as required by the Operating Agreement and the Act