Reso 2012-1898 - Laserfiche WebLink

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CORPORATE RESOLUTION AND INCUMBENCY CERTIFICATE OF JERRY'S FAMOUS DELI. INC. The undersigned. Jason Starkman as President of Jerry's Famous Deli, Inc.. a California corporation (the "Corporation"), does hereby certify unto whom ilmay concern as foliows: I. That the Corporation is a California corporal ion authorized to transact business in the State of Florida. and that Jason Starkman is the President 2. That no dissolution, bankruptcy or insolvency proceedings with respect to the Corporation or any of its oftieers have been commenced. 3. The foliowing person is an ollicer of the C~ Jason Starkman President / / [specimen signature] 4. That at a Special Meeting of the Officers of the Corporation, duly calied and held at the office of said Corporation on the 26'" day of March. 2012, at which meeting a quorum was prescnt and voted, the foliowing resolution was adopted, to-wit: WHEREAS, it is to the best interests of the Corporation to seli to Abus, LLC. a Florida limited liability company ("Purchaser") it rcmaining 98.996 square fcct of Transfer of Development Rights ("TDRs") which is currently held in a Bank with the City of Sunny Isles Beach, Florida for the sum of $1,682,932 plus or minus prorations and expenses of sale, ali consistent with the Purchase and Sale Agrcement executed by the Corporation and Purchaser on Fcbruary I, 2012 (as amended). NOW, THEREFORE, BE IT RESOLVED that Jason Starkman, as Presidenl of the Corporation, be and is hereby authorized and directed on behalf of the Corporal ion to do whatever may be necessary, including the signing and execution of any documents required and appropriate to convey thc TDRs from the Corporation to the Purchaser, and that the said officer be and is hereby authorized and directed to execute in the name and on behalf of the Corporation. an Assignment of Development Rights. and any and ali other documents necessary and proper to carry into effect this resolution consistent with the Agreement That the foregoing resolution is outstanding and has not been modified or rescinded. This Resolution may be executed in counterparts and ali counterparts when taken together shali constitute one resolution. IN WITNESS WHEREOF, I have hereunto set my hand and seal as the President of Jerry's Famous Deli, Inc., a Florida corporation, hereto as of the ~ day of March, 2012.