Danaher 2011 Annual Report Download - page 249

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CERTIFICATE
This Certificate is executed and delivered by Steven M. Rales (“ Mr. Steven Rales”) and Joust Group, L.L.C., a Maryland limited liability company (
“Joust Group” and, together with Mr. Steven Rales, the “Sellers”), pursuant to Sections 2.2(c) and (e) of the Limited Liability Company Interest Purchase
Agreement dated as of February 23, 2012 (the “ Agreement”) by and among FJ900, Inc., a Delaware corporation and each of the Sellers. Capitalized terms used
but not defined in this Certificate shall have the respective meanings set forth in the Agreement.
Each of the Sellers hereby certifies to Buyer as follows:
1. Attached hereto is a true and correct copy of the unanimous written consent of the members of Joust Group, authorizing the execution and
delivery of the Agreement and the other Seller Documents to which Joust Group is a party and the consummation by Joust Group of the transaction
contemplated thereby, and such unanimous written consent has not been amended, repealed or rescinded and remains in full force and effect as of the date
hereof.
2. All representations and warranties of the Sellers contained in the Agreement or in any of the Seller Documents were true and correct in all
material respects as of the date of the Agreement or the Seller Documents, as the case may be, and are true and correct in all material respects as of the date
hereof.
3. The Sellers have performed and complied with, in all material respects, all covenants, obligations and conditions required by the Agreement to
be performed or complied with by the Sellers prior to or on the date hereof.
4. No injunction, order or decree of any Governmental Authority is in effect which restrains or prohibits the consummation of the transaction
contemplated by the Agreement on the date hereof.
5. In reliance on the certifications made by Buyer in the Certificate of Buyer dated the date hereof, all of the conditions precedent to the obligation
of the Sellers to consummate the transaction contemplated by the Agreement have been satisfied.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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