Danaher 2009 Annual Report Download - page 160

(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Company is duly organized or
formed, and is validly existing, in good standing in its jurisdiction of organization, including certified copies of the Company’s Organization
Documents, and certificates of good standing and tax clearance certificates;
(v) a favorable opinion of Wilmer Cutler Pickering Hale and Dorr LLP, special counsel to the Company, addressed to the Administrative Agent
and each Lender, in the form set forth in Exhibit H;
(vi) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been
satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably
expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(vii) such evidence as the Administrative Agent may reasonably require to verify that the Borrowers’ payment obligations under the Existing
Credit Facilities have been paid in full in cash and the commitments under the Existing Credit Facilities have been terminated; and
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender or the Required
Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Company shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior
to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be
incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and
the Administrative Agent).
(d) The Lenders party to this Agreement shall constitute the “Required Lenders” under and as such term is defined in each of the Existing Credit
Facilities. The execution and delivery of this Agreement by each Lender which is also a lender under either of the Existing Credit Facilities shall be deemed to be
the consent of such Lender to the waiver of any requirement under such Existing Credit Facility for advance written notice of the termination of the
commitments under such Existing Credit Facility.
(e) Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this
Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or
other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
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Credit Agreement
Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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