Danaher 2011 Annual Report Download - page 251

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CERTIFICATE
This Certificate is executed and delivered by FJ900, Inc., a Delaware corporation (“ Buyer”), pursuant to Sections 2.3(b) and (c) of the Limited Liability
Company Interest Purchase Agreement dated as of February 23, 2012 (the “ Agreement”) by and among Buyer, 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”). Capitalized terms used but not
defined in this Certificate shall have the respective meanings set forth in the Agreement.
Buyer hereby certifies to the Sellers as follows:
1. Attached hereto is a true and correct copy of the resolutions of the Board of Directors of Buyer, authorizing the execution and delivery of the
Agreement and the other Buyer Documents and the consummation by Buyer of the transaction contemplated thereby, and such resolutions have not been
amended, repealed or rescinded and remains in full force and effect as of the date hereof.
2. All representations and warranties of Buyer contained in the Agreement or in any of the Buyer Documents were true and correct in all material
respects as of the date of the Agreement or the Buyer Documents, as the case may be, and are true and correct in all material respects as of the date hereof.
3. Buyer has performed and complied with, in all material respects, all covenants, obligations and conditions required by the Agreement to be
performed or complied with by Buyer 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 the Sellers in the Certificate of the Sellers dated the date hereof, all of the conditions precedent to the
obligation of Buyer to consummate the transaction contemplated by the Agreement have been satisfied.
[SIGNATURE ON FOLLOWING PAGE]
Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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