Danaher 2011 Annual Report Download - page 241

If to Buyer:
FJ900, Inc.
c/o Danaher Corporation
2200 Pennsylvania Avenue, NW
Suite 800W
Washington, DC 20037
Facsimile:
Telephone:
With a copy to:
Mr. Philip S. Teigland
President
FJ900, Inc.
23411 Autopilot Drive
Suite 217
Dulles, VA 20166
Section 8.2. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard
to its choice-of-law and conflicts-of-laws rules, except to the extent that the laws of the State of Maryland mandatorily apply.
Section 8.3. Arbitration. Each of the Parties agrees that any dispute, controversy or claim arising out of, or relating to, this Agreement or the breach,
termination, enforcement, interpretation or validity thereof, including, without limitation, the determination of the scope or applicability of this clause, shall be
determined by arbitration in Washington, D.C. before one arbitrator. The arbitration shall be administered by Judicial Arbitration and Mediation Services, Inc.
(“JAMS”) pursuant to its Streamlined Arbitration Rules and Procedures. The expense of the arbitrator shall be borne equally between the Parties. Judgment on
the arbitral award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of
arbitration from a court of appropriate jurisdiction.
Section 8.4. Further Assurances. From time to time prior to, at, and after the Closing, each Party shall execute and deliver all such documents and
instruments and take all such actions as the other Party, being advised by counsel, shall reasonably request for the purpose of carrying out and effectuating
the intent and purpose of this Agreement and the transaction contemplated hereby, including, without limitation, the execution and delivery of any and all
confirmatory and other instruments, in addition to those to be delivered at the Closing, and any and all actions which may reasonably be necessary to effect
the transaction contemplated hereby.
Section 8.5. Attorneys’ Fees; Expenses. Except as otherwise provided herein, each of the Sellers, on the one hand, and Buyer, on the other hand, shall
be responsible for and pay (a) one-half (1/2) of the attorneys’ fees and costs incurred in connection with the preparation, execution and delivery of this
Agreement and the consummation of the transaction contemplated hereby, and (b) 100% of any other expenses it incurs individually in connection therewith.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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