Danaher 2011 Annual Report Download - page 229

Section 1.2. Purchase Price. The total purchase price for the Interests shall be the sum of Thirteen Million Five Hundred Thousand United States
Dollars (“USD”) (USD$13,500,000) (the “Total Purchase Price”) payable at the Closing as follows:
(a) The amount of Thirteen Million Three Hundred Sixty-Five Thousand USD (USD$13,365,000) equal to 99% of the Total Purchase Price
shall be paid to Mr. Steven Rales, by wire transfer of immediately available funds, to such account as Mr. Steven Rales shall have designated in writing prior
to the Closing; and
(b) The amount of One Hundred Thirty-Five Thousand USD (USD$135,000) equal to 1% of the Total Purchase Price shall be paid to Joust
Group, by wire transfer of immediately available funds, to such account as Joust Group shall have designated in writing prior to the Closing.
ARTICLE II
THE CLOSING
Section 2.1. Closing. Subject to the satisfaction or waiver of each of the conditions set forth herein, the consummation of the transaction contemplated
by this Agreement (the “Closing”) shall take place at 11:00 a.m., Washington, D.C. time, on February 23, 2012 or at such other time and on such other date
as may be mutually agreed upon by the Parties (the “ Closing Date”).
Section 2.2. Deliveries by Sellers. At the Closing, the Sellers shall deliver to Buyer the following documents or instruments, in form and substance
reasonably satisfactory to Buyer:
(a) a counterpart of the Assignment and Assumption of Limited Liability Company Interest, substantially in the form attached hereto as Exhibit
A, duly executed by Mr. Steven Rales in respect of the Steven Rales Interest (the “ Steven Rales Interest Assignment ”);
(b) a counterpart of the Assignment and Assumption of Limited Liability Company Interest, substantially in the form attached hereto as Exhibit
A, duly executed by Joust Group in respect of the Joust Group Interest (the “ Joust Group Interest Assignment” and, together with the Steven Rales Interest
Assignment, the “Interest Assignments”);
(c) a true and correct copy of the unanimous written consent of the members of Joust Group, authorizing the execution and delivery of this
Agreement and the other Seller Documents (as defined below) to which Joust Group is a party and the consummation by Joust Group of the transaction
contemplated hereby;
(d) the resignation of the Manager of the Company, duly executed by the Company’s Manager;
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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