Danaher 2011 Annual Report Download - page 231

(c) The execution and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any other
agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement
(collectively, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby (i) have been or will be duly authorized and
approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller,
(iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law,
regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not
require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that
which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or
arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the
Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets.
(d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller
enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency,
reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether
such enforceability is considered in a proceeding at law or in equity).
(e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened
(collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such
Seller of the transaction contemplated hereby.
(f) Mr. Steven Rales (i) is the sole record holder and beneficial owner of the Steven Rales Interest, free and clear of all Liens, (ii) has good and
marketable title to the Steven Rales Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Steven Rales
Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Steven Rales Interest to any other Person.
(g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and
marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest
to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person.
(h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B
aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “ Airframe”), together with (A) three (3) Garrett Model
TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “ Engines”), (B) all
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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