Danaher 2011 Annual Report Download - page 234

(d) To the best of Buyer’s knowledge, there are no Claims against or affecting Buyer that restrain or prohibit (or seek to restrain or prohibit) the
consummation by Buyer of the transaction contemplated hereby.
ARTICLE IV
COVENANTS
Section 4.1. Pre-Closing Covenants of Sellers. Prior to the Closing, each of the Sellers (including, in the case of Mr. Steven Rales, in his capacity as
Manager of the Company) shall perform or comply with the following covenants:
(a) The Sellers shall deliver to Buyer (i) a copy of the Articles of Organization of the Company, certified by the Secretary of State of the State of
Maryland, (ii) a true and correct copy of the Company’s Operating Agreement, (iii) a certificate from the Secretary of State of the State of Maryland, certifying
as to the existence and good standing of the Company, and (iv) a true and correct copy of each of the Existing Agreements.
(b) Neither of the Sellers may cause or permit the Company to enter into any agreement or amend, modify or terminate any of the Existing
Agreements, without the prior written consent of Buyer.
(c) Neither of the Sellers may, or may cause or permit the Company to, amend, modify or terminate the Company’s Operating Agreement without
the prior written consent of Buyer.
(d) Each Seller shall refrain from, directly or indirectly, asserting, commencing or instituting, or causing to be asserted, commenced or instituted,
any Claim before any Governmental Authority, or taking any other action whatsoever to attempt to invalidate, void or otherwise challenge the validity or
enforceability of all or any part of this Agreement.
(e) Each Seller shall use all commercially reasonable efforts to fulfill and perform all conditions and obligations to be fulfilled and performed by it
under this Agreement at the earliest practicable time, and to cause the transaction contemplated by this Agreement to be consummated in accordance herewith.
(f) Each Seller shall cause the Company to be managed and operated in the ordinary course of business and consistent with past practices, and
shall not cause, permit or consent to any action that is inconsistent therewith without the prior written consent of Buyer.
(g) Neither of the Sellers may cause or permit the Company to incur any additional obligations or liabilities (beyond its obligations and liabilities
under the Existing Agreements) without the prior written consent of Buyer.
(h) Neither of the Sellers may cause or permit the Company to (i) sell, lease, hypothecate or otherwise dispose of the Aircraft or any part thereof,
(ii) enter into any agreement providing therefor, or (iii) impose or allow to be imposed any Lien on the Aircraft without the prior written consent of Buyer.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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