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Closing Resolutions

Draft Closing Resolutions in Minutes, Not Hours

12 minutes with CaseMark

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12 minutes with CaseMark

What you'll need

  • Asset Purchase Agreement
  • Organizational Documents
  • Closing Checklist

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Workflow

Overview

CaseMark's Closing Resolutions skill automates the drafting of unanimous written consent resolutions for US asset purchase transactions. It generates complete, deal-specific authorization documents for both corporate boards and LLC governing bodies, pulling defined terms and party details directly from your APA and closing materials.

Drafting closing resolutions for asset purchase transactions is tedious, detail-intensive work that demands precise alignment with the APA, organizational documents, and closing checklists. Associates often spend hours manually cross-referencing defined terms, formatting entity-specific governance language, and ensuring every ancillary document is properly authorized—all under tight closing deadlines.

CaseMark automates the entire resolution drafting process by analyzing your APA, organizational documents, and closing checklist to produce complete, entity-specific unanimous written consent resolutions. The AI handles recitals, operative resolutions, officer authorization, ratification provisions, and signature blocks—delivering closing-ready documents in minutes instead of hours.

How it works

  1. 1. Upload your asset purchase agreement, organizational documents, and closing checklist

  2. 2. AI identifies entity type, party names, defined terms, and ancillary documents to generate tailored resolutions

  3. 3. Review and customize recitals, operative resolutions, and authorization language

  4. 4. Export polished closing resolutions in your preferred format (DOCX, PDF)

What you get

  • Title Block & Effective Date

  • Recitals (WHEREAS Clauses)

  • Operative Resolutions (APA Approval, Ancillary Documents, Officer Authorization)

  • Ratification Provisions

  • Counterpart Execution Provisions

  • Signature Blocks

What it handles

  • Automatic entity-type detection for corporate board or LLC member/manager formats

  • Structured WHEREAS recitals aligned with APA defined terms

  • Comprehensive operative resolutions covering APA approval and ancillary documents

  • Officer authorization and ratification provisions

  • Counterpart execution and signature block formatting

Required documents

  • Asset Purchase Agreement

    The executed or near-final APA containing party names, defined terms, closing date, and transaction details

    .pdf, .docx

  • Organizational Documents

    Articles of incorporation, certificate of formation, bylaws, or operating agreement confirming consent-in-lieu authority

    .pdf, .docx

  • Closing Checklist

    List of ancillary closing documents requiring authorization (bill of sale, assignment & assumption, TSA, etc.)

    .pdf, .docx, .xlsx

Supporting documents

  • Governing Body Roster

    Names and titles of all directors, members, or managers who must sign the consent

    .pdf, .docx, .xlsx

  • Fairness Opinion or Financial Analysis

    Any financial analyses or fairness opinions to be referenced in the recitals

    .pdf, .docx

Why teams use it

Eliminate hours of manual drafting by auto-generating resolutions tailored to your entity type, role, and transaction terms

Ensure consistency between resolutions and deal documents by extracting defined terms, party names, and closing dates directly from the APA

Reduce revision cycles with properly structured recitals, operative resolutions, and omnibus ancillary authorization language

Maintain governance compliance with entity-appropriate statutory citations and approval threshold references

Questions

Does this handle both corporate and LLC entity formats?

Yes. CaseMark automatically adapts the resolution format based on your entity type—generating board of directors consent for corporations or member/manager consent for LLCs, with the appropriate statutory citations and governance language.

Can it pull defined terms directly from my APA?

Absolutely. CaseMark analyzes your uploaded asset purchase agreement to extract exact party names, defined terms like 'Agreement,' 'Transaction,' and 'Assets,' and the closing date, ensuring consistency between your resolutions and the underlying deal documents.

Does it cover ancillary closing documents beyond the APA?

Yes. CaseMark generates omnibus authorization language covering bills of sale, assignment and assumption agreements, transition services agreements, non-competition agreements, escrow agreements, and any other ancillary documents identified in your closing checklist.

Will the resolutions include ratification and counterpart provisions?

Yes. CaseMark includes standard ratification language empowering officers to take all actions necessary to consummate the transaction, as well as counterpart execution provisions allowing the consent to be signed in multiple counterparts.

Can I use this for both buyer-side and seller-side resolutions?

CaseMark supports both buyer and seller roles. Simply indicate the entity's role in the transaction, and the AI will tailor the recitals, operative resolutions, and authorization scope accordingly.

How accurate are the statutory citations for consent-in-lieu authority?

CaseMark generates appropriate statutory references based on the entity type and jurisdiction. However, all citations are flagged for attorney verification to ensure they reflect the most current statutory requirements and your specific organizational documents.

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