Danaher 2011 Annual Report Download - page 236

(c) No injunction, order or decree of any Governmental Authority shall be in effect which restrains or prohibits the consummation of the
transaction contemplated by this Agreement at the Closing;
(d) The Sellers shall have received the documents required to be delivered by Buyer pursuant to Section 2.3 hereof;
(e) The form and substance of all Buyer Documents shall be reasonably satisfactory to the Sellers; and
(f) Buyer shall have paid the Total Purchase Price to the Sellers in accordance with Section 1.2 hereof.
Section 5.2. Conditions Precedent to Obligations of Buyer . The obligation of Buyer to purchase the Interests and to consummate the transaction
contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of all of the conditions precedent set forth in this Section 5.2.
Buyer may waive any or all of these conditions, in whole or in part, without prior notice, in its sole and absolute discretion.
(a) All representations and warranties of the Sellers contained in this Agreement or in any of the Seller Documents shall be true and correct in all
material respects as of the date hereof or thereof and as of the Closing Date;
(b) The Sellers shall have performed and complied with, in all material respects, all covenants, obligations and conditions required by this
Agreement to be performed or complied with by the Sellers prior to or on the Closing Date;
(c) No injunction, order or decree of any Governmental Authority shall be in effect which restrains or prohibits the consummation of the
transaction contemplated by this Agreement at the Closing;
(d) Buyer shall have received the documents required to be delivered by the Sellers pursuant to Section 2.2 hereof;
(e) The form and substance of all Seller Documents shall be reasonably satisfactory to Buyer; and
(f) The Sellers shall have conveyed the Interests to Buyer in accordance with this Agreement.
ARTICLE VI
SURVIVAL; DISCLAIMER; INDEMNIFICATION
Section 6.1. Survival of Provisions; Cure Rights.
(a) All representations and warranties of Buyer and the Sellers contained in this Agreement or in any Buyer Documents or Seller Documents shall
survive the Closing for a
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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