Danaher 2009 Annual Report Download - page 163

 . No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this
Agreement or any other Loan Document.
 . Each of the Company and each Subsidiary has good record title to, or valid leasehold interests in, all real
property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. The property of the Company and its Subsidiaries is subject to no Liens, other than Liens permitted by
Section 7.01.
 . The Company and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing
Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations
and properties, and as a result thereof the Company has reasonably concluded that, except as specifically disclosed in Schedule 5.09, such Environmental
Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
 . The properties of the Company and its Subsidiaries are insured with financially sound and reputable insurance companies not
Affiliates of the Company, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Company or the applicable Subsidiary operates (it being understood that a program of self-
insurance for first or other loss layers may be utilized).
 . The Company and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid
all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets
otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted by the Company. To the
Company’s knowledge, there is no proposed tax assessment against the Company or any Subsidiary that would, if made, have a Material Adverse Effect.

(a) The Company and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for
a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.
(b) There are no pending or, to the best knowledge of the Company, threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.
(c) (i) No ERISA Event likely to result in material liability for the Company has occurred or is reasonably expected to occur; (ii) no Pension Plan has
any Unfunded Pension Liability in any material amount; (iii) neither the Company nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
material liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA);
(iv) neither the Company nor any ERISA Affiliate has incurred, or reasonably expects
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Credit Agreement
Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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