Danaher 2011 Annual Report Download - page 235

(i) Each Seller shall cause the Company to maintain the insurance coverage specified in Section 3.1(q) hereof in compliance with Section 13 of the
Management Agreement, including, without, limitation, with respect to naming the Additional Insureds as additional insureds on the liability insurance policy
for the Aircraft, and shall not cause, permit or consent to any action that is inconsistent therewith without the prior written consent of Buyer.
Section 4.2. Pre-Closing Covenants of Buyer. Prior to the Closing, Buyer shall perform or comply with the following covenants:
(a) Buyer 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.
(b) Buyer 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.
Section 4.3. Pre-Closing Joint Covenants. Prior to the Closing, each of the Sellers and Buyer shall use its commercially reasonable efforts to cooperate
with one another in taking any actions necessary or advisable to effect the consummation of the transaction contemplated by this Agreement.
Section 4.4. Membership in Company. Each of the Sellers (including, in the case of Mr. Steven Rales, in his capacity as Manager of the Company)
hereby (a) consents to Buyer being admitted as and becoming a member of the Company at the Closing and (b) acknowledges and agrees that, at the Closing,
such Seller shall cease (i) to be a member of the Company and (ii) to have the power to exercise any right, power or remedy as a member of the Company.
ARTICLE V
CONDITIONS TO CLOSING
Section 5.1. Conditions Precedent to Obligations of Sellers . The obligation of the Sellers to sell and transfer the Interests and to consummate the
transaction contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of all of the conditions precedent set forth in this
Section 5.1. Sellers may waive any or all of these conditions, in whole or in part, without prior notice, in its sole and absolute discretion.
(a) All representations and warranties of Buyer contained in this Agreement or in any of the Buyer Documents shall be true and correct in all
material respects as of the date hereof or thereof and as of the Closing Date;
(b) Buyer shall have performed and complied with, in all material respects, all covenants, obligations and conditions required by this Agreement
to be performed or complied with by Buyer prior to or on the Closing Date;
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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