Danaher 2011 Annual Report Download - page 233

(p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements.
(q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management
Agreement:
(i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to
any Engine or Parts while removed from the Aircraft); and
(ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an
amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Danaher Corporation and their
respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “ Additional Insureds”).
Section 3.2. Representations and Warranties of Buyer. Buyer represents and warrants to the Sellers, as of the date hereof and as of the Closing Date, as
follows:
(a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the requisite
corporate power and authority to carry on the business in which it is engaged, to own its assets, to execute, deliver and perform its obligations under this
Agreement and the Buyer Documents, and to consummate the transaction contemplated hereby.
(b) The execution and delivery by Buyer of, and the performance by Buyer of its obligations under, this Agreement and any other agreements,
statements, certificates, instruments or other documents to be executed and delivered by Buyer at the Closing pursuant to this Agreement (collectively, the
“Buyer Documents”) and the consummation by Buyer of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all
necessary action of Buyer, (ii) do not and will not require any further or additional consent, approval or authorization of Buyer, (iii) do not and will not
violate, contravene or conflict with the Certificate of Incorporation or Bylaws of Buyer or any law, regulation, judgment, order or decree to which Buyer or any
of its assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing
with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under,
any contract, instrument, commitment or arrangement to which Buyer is a party, by which Buyer is bound or to which any of Buyer’s assets are subject, and
(vi) do not and will not result in the imposition of a Lien on any of Buyer’s assets.
(c) This Agreement constitutes and each of the other Buyer Documents will constitute the legal, valid and binding agreement of Buyer enforceable
against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other
similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).
-6-
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.