Danaher 2011 Annual Report Download - page 232

components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed
thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “ Parts”), (C) all maintenance,
flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the
Engines and/or the Parts which are in the Company’s possession or control (collectively, the “ Aircraft Records”), and (D) all warranties (express or implied),
service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the
Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “ Aircraft”).
(i) There are no Liens on or with respect to the Aircraft.
(j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the
Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 900-98-03061 dated May 29, 1998 by and between the Company and Dassault
Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “ Management Agreement”) by and among the Company, Joust Capital III, LLC
and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II,
LLC and Danaher Corporation, on the other hand (collectively, the “ Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the
Company is not in breach or default of any of its obligations under any of the Existing Agreements.
(k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the
“Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since
February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the
member’s rights and obligations with respect to the Company.
(l) Mr. Steven Rales, in his capacity as Manager of the Company, consents to the sale of the Steven Rales Interest and the Joust Group Interest as
contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement.
(m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing.
(n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for
the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect,
and the entry into the Existing Agreements.
(o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without
limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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