Danaher 2011 Annual Report Download - page 245

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THIS ASSIGNMENT AND ASSUMPTION OF LIMITED LIABILITY COMPANY INTEREST (this “ Assignment”) is made as of this day of
, 2012 by and between [Steven M. Rales/Joust Group, L.L.C.], [an individual/a Maryland limited liability company] (“ Assignor”), and FJ900,
Inc., a Delaware corporation (“Assignee”).
WHEREAS, Joust Capital, LLC, a Maryland limited liability company (the “ Company”), was formed pursuant to the filing of the Articles of
Organization of the Company with the State Department of Assessments and Taxation of the State of Maryland;
WHEREAS, the management, control and operation of the business and affairs of the Company are governed by that certain Amended and Restated
Operating Agreement of the Company dated as of February 27, 2007 (the “ Operating Agreement”) by and between Assignor and [Steven M. Rales/Joust Group,
L.L.C., a Maryland limited liability company] (the “ Other Member”); and
WHEREAS, Assignor owns and holds [ninety-nine/one] Unit[s] (as defined in the Operating Agreement) of the Company representing [99/1]% of the
outstanding limited liability company interests in the Company (the “ Assigned Interest”); and
WHEREAS, Assignor, Assignee and the Other Member have entered into that certain Limited Liability Company Interest Purchase Agreement dated as
of February 23, 2012 (the “Agreement”), pursuant to which Assignor has agreed to sell to Assignee, and Assignee has agreed to purchase from Assignor, the
Assigned Interest, in accordance with the terms and conditions set forth in the Agreement; and
WHEREAS, Assignor and Assignee wish to effect the assignment and transfer of the Assigned Interest by Assignor to Assignee pursuant to the
Agreement by means of this Assignment.
NOW, THEREFORE, for and in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. Assignment. Assignor hereby assigns, transfers, conveys and sets over to Assignee, its successors and assigns, all of Assignor’s right, title and
interest in, under and to the Assigned Interest, including, without limitation, (a) all rights to share in such profits and losses, to receive such distribution or
distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which Assignor, as owner of the Assigned Interest,
was
Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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