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.,.~.~.~ .A, <br />,~,. <br />~. , <br />,, <br />~.,~ <br />BIDDULPH, INC. <br />g ~ SPRINGVALE BALLROOM & COUNTRY CLUB <br />5871 CANTERBURY ROAD NORTH OLMSTED, OHIO 44070 <br />DIRECTORS: <br />ROSE A. SCHEEFF <br />GEORGE M. BIDDULPH <br />ALMERA REITZ <br />EXHIBIT A <br />RESOLVED: That Biddulph, Inc. (the "Corporation") is authorized to <br />sell to the City of North Olmsted, Ohio, ("Bu.yer") certain real <br />property located at 5871 Canterbury Road, North Olmsted, Ohio, to- <br />gether with substantially all of the personal property and inventory <br />located thereon, for consideration of Four riillion Dollars <br />($4,000,000) in cash, plus assumption of certain of the Corporation's <br />disclosed liabilities, and upon such other terms and conditions of a <br />Sale and Purchase Agreement (the "Purchase Agreement") to be nego- <br />tiated and executed by and between the Corporation and Buyer; <br />RESOLVED FURTHER: That the Corporation is authorized to enter into <br />and execute such other instruments, documents and certificates as <br />may be required in connection with the consummation of the trans- <br />actions contem!~lated by the Purchase Agreement, including but not <br />limited to a Bill of Sale and an Assignment and Assumption Agreement; <br />RESOLVED FURTHER: That each of the officers of the Corporation be, <br />and they hereby are authorized and directed to execute and deliver, <br />on behalf of the Corporation, the Purchase Agreement with such addi- <br />tional, modified or revised terms, if any, as are acceptable to such <br />officer as being consistent with the intent and purposes of these <br />resolutions and the above-referenced agreements, the execution and <br />delivery of such document to be conclusive evidence of the authoriza- <br />tion and approval thereof b.y the Directors, and to cause the <br />Corporation to perform its obligations under the terms of such <br />documents; <br />RESOLVED FURTHER: That each of the officers of the Corporation be <br />and they hereby are authorized to take all actions, including the <br />execution and delivery on behalf of the Corporation of such additional <br />agreements, documents, certificates, and instruments as such officer <br />shall deem appropriate, in order to accomplish the purposes of the <br />aforesaid Purchase Agreement and the taking of any such action shall <br />be conclusive evidence of such officer's authority to do so; <br />Page One of Two Pages <br />GOLF: 216~777~0678 BALLROOM: 216~777~0161 <br />