Danaher 2009 Annual Report Download - page 168

any, in accordance with GAAP are being maintained by the Company or such Subsidiary; (b) all material lawful claims which, if unpaid, would by law
become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves, if
any, in accordance with GAAP are being maintained by the Company or such Subsidiary; and (c) all material Indebtedness, as and when due and payable,
but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.
 . (a) Preserve, renew and maintain in full force and effect its legal existence and good standing (or equivalent status)
under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.02; (b) take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except in a transaction permitted by Section 7.02 or
to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents,
trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.
 . (a) Maintain, preserve and protect all of its properties and equipment necessary in the operation of its business in
good working order and condition, ordinary wear and tear excepted, except where the failure to do so could not reasonably be expected to have a Material
Adverse Effect; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.
 . Maintain with financially sound and reputable insurance companies not Affiliates of the Company, insurance with
respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of
such types and in such amounts as are customarily carried under similar circumstances by such other Persons (it being understood that a program of self-
insurance for first loss or other loss layers may be utilized).
 . Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a
Material Adverse Effect.
 . Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving the assets and business of the Company or such Subsidiary, as the case may be.
 . Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its
properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable advance notice to the Company; provided, however, that when an Event of Default exists the Administrative Agent or any
Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Company at any time during
normal business hours and without advance notice.
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Credit Agreement
Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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