Danaher 2011 Annual Report Download - page 230

(e) a certificate from the Sellers, substantially in the form attached hereto as Exhibit B, dated as of the Closing Date and duly executed by the
Sellers, certifying as to the matters specified therein; and
(f) such further documents (including, without limitation, instruments of assignment, conveyance, transfer or confirmation) as may be
reasonably necessary for (i) the Sellers to convey and transfer to Buyer, and Buyer to acquire and accept from the Sellers, the Interests, free and clear of all
Liens, and (ii) Buyer to become a member of the Company, or as may be otherwise reasonably requested by Buyer.
Section 2.3. Deliveries by Buyer. At the Closing, Buyer shall pay the Total Purchase Price as provided in Section 1.2 hereof and deliver to the Sellers the
following documents or instruments, in form and substance reasonably satisfactory to the Sellers:
(a) a counterpart of each of the Interest Assignments, duly executed by Buyer;
(b) a true and correct copy of the resolutions of the Board of Directors of Buyer, authorizing the execution and delivery of this Agreement and the
other Buyer Documents (as defined below) and the consummation by Buyer of the transaction contemplated hereby;
(c) a certificate from Buyer, substantially in the form attached hereto as Exhibit C, dated as of the Closing Date and duly executed by Buyer,
certifying as to the matters specified therein; and
(d) such further documents (including, without limitation, instruments of assumption, acquisition, acceptance or confirmation) as may be
reasonably necessary for (i) the Sellers to convey and transfer to Buyer, and Buyer to acquire and accept from the Sellers, the Interests, free and clear of all
Liens, and (ii) Buyer to become a member of the Company, or as may be otherwise reasonably requested by the Sellers.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.1. Representations and Warranties of Sellers. Each Seller represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as
follows:
(a) Joust Group is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland.
Joust Group has the requisite limited liability company power and authority to carry on the business in which it is engaged, to own its assets, to execute,
deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated hereby.
(b) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland.
The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including,
without limitation, the Aircraft.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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