Danaher 2011 Annual Report Download - page 228




THIS LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 23 day of
February, 2012 by and among FJ900, Inc., a corporation organized and existing under the laws of the State of Delaware with its principal place of business at
2200 Pennsylvania Avenue, NW, Suite 800W, Washington, DC 20037 (“Buyer”), Steven M. Rales, an individual (“ Mr. Steven Rales”), and Joust Group,
L.L.C., a limited liability company organized and existing under the laws of the State of Maryland with its principal place of business at 2200 Pennsylvania
Avenue, NW, Suite 800W, Washington, DC 20037 (“Joust Group”). Buyer, Mr. Steven Rales and Joust Group are referred to, individually, as a “Party” and,
collectively, as the “Parties”.
WHEREAS, Mr. Steven Rales is a member of, and the legal and beneficial owner of a 99% limited liability company interest (the “ Steven Rales
Interest”) in, Joust Capital, LLC, a limited liability company organized and existing under the laws of the State of Maryland (the “ Company”);
WHEREAS, Joust Group is also a member of, and the legal and beneficial owner of a 1% limited liability company interest (the “ Joust Group Interest”
and, together with the Steven Rales Interest, the “ Interests”) in the Company;
WHEREAS, the Company owns and operates the Aircraft (as defined below);
WHEREAS, Mr. Steven Rales and Joust Group (individually, a “Seller”, and, collectively, the “Sellers”) wish to sell to Buyer, and Buyer wishes to
purchase from the Sellers, the Interests, comprising all of the outstanding limited liability company interests in the Company; and
WHEREAS, the Parties wish to enter into this Agreement setting out the terms and conditions for the sale by the Sellers, and the purchase by Buyer, of
the Interests.
NOW, THEREFORE, for and in consideration of the foregoing, and the representations, warranties and covenants set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I
SALE AND PURCHASE OF INTERESTS
Section 1.1. Sale and Purchase. Subject to the terms and conditions set forth herein, at the Closing (as defined below), the Sellers shall sell, assign,
transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire, accept and receive from the Sellers, all of the Seller’s right, title and interest in,
under and to the Interests, free and clear of all liens, encumbrances, security interests, charges, mortgages, indentures, pledges, options, rights of other
Persons (as defined below), voting trusts, restrictions and claims of any kind (collectively, “ Liens”).
rd
Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,
except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.