Danaher 2011 Annual Report Download - page 246

entitled, (b) all right, title and interest in and to Assignor’s capital account with respect to the Assigned Interest, (c) all right, title and interest of Assignor in
connection with Assignor’s ownership of the Assigned Interest under and pursuant to the Operating Agreement, (d) all rights of Assignor as owner of the
Assigned Interest to exercise any and all rights, powers and remedies with respect to the Assigned Interest and to participate in the management of the business
and affairs of the Company as and to the extent provided or permitted under the Operating Agreement, and (e) all other rights otherwise inuring to Assignor by
virtue of owning the Assigned Interest.
2. Acceptance and Assumption. Assignee hereby accepts the assignment and transfer of the Assigned Interest as provided in Section 1 hereof and agrees
to assume all obligations and duties of Assignor with respect to the Assigned Interest from and after the execution and delivery of this Assignment.
3. Membership in Company. Assignor hereby (a) consents to Buyer being admitted as and becoming a member of the Company upon the execution and
delivery of this Assignment, and (b) acknowledges and agrees that Assignor hereby ceases (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.
4. Amendment and Restatement of Operating Agreement . Assignee shall have the right to amend and restate the Operating Agreement upon or after the
execution and delivery of this Assignment to reflect the terms and conditions of this Assignment and incorporate such other terms and conditions as Assignee
may find acceptable in its sole discretion.
5. Miscellaneous.
(a) Governing Law. This Assignment 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.
(b) Severability. Any provision of this Assignment which is illegal, invalid or unenforceable in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction or the remaining provisions of this Assignment in any jurisdiction. If the final judgment of a court of
competent jurisdiction declares that any provision of this Assignment is illegal, invalid or unenforceable, the parties hereto agree that such court shall have the
power to modify such provision consistent with the intent of the parties hereto.
(c) Headings. The section headings contained in this Assignment are for convenience only and shall not be considered in the interpretation or
construction of the provisions of this Assignment.
(d) Binding Nature. This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors
and permitted assigns.
(e) Counterparts. This Assignment may be executed in any number of counterparts and such counterparts may be exchanged by means of
electronic mail or facsimile
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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