Danaher 2009 Annual Report Download - page 170

(j) licenses, operating leases or subleases permitted hereunder granted to other Persons in the ordinary course of business not interfering in any material
respect with the business of the Company or any of its Subsidiaries;
(k) Liens arising from precautionary UCC financing statement filings with respect to operating leases or consignment arrangements entered into by the
Company or any of its Subsidiaries in the ordinary course of business;
(l) Liens in favor of banking institutions arising by operation of law encumbering deposits (including the right of set-off) held by such banking
institutions incurred in the ordinary course of business and that are within the general parameters customary in the banking industry;
(m) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary or becomes a
Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any
assets other than those of the Person so merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary;
(n) other Liens securing Indebtedness in an aggregate outstanding principal amount on any date not to exceed 10% of Net Tangible Assets of the
Company and its Subsidiaries as of the most recently completed fiscal quarter of the Company prior to such date; and
(o) the replacement, extension or renewal of any Lien permitted by clause (b) or (m) above upon or in the same property theretofore subject thereto or the
replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby.
 . Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no
Default exists or would result therefrom:
(a) the Company may merge or consolidate with or into another Person if either (i) the Company is the surviving Person or (ii) the Person formed by
such consolidation or into which the Company is merged (any such Person, the “Successor”) shall be organized and existing under the laws of the United
States or any state thereof or the District of Columbia and shall expressly assume, in a writing executed and delivered to the Administrative Agent for delivery
to each Lender, in form reasonably satisfactory to the Administrative Agent (which writing shall include, without limitation, a certification as to pro forma
compliance with Section 7.06), the due and punctual payment of the principal of and interest on the Loans and the performance of the other Obligations under
this Agreement (including the Company Guaranty) and the other Loan Documents on the part of the Company to be performed or observed, as fully as if such
Successor were originally named as the initial Borrower in this Agreement;
(b) any Subsidiary may merge with (or dissolve into) (i) the Company, provided that the Company shall be the continuing or surviving Person, or
(ii) any one or more Subsidiaries; and
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), (i) to the Company, (ii) to another
Subsidiary or (iii) to another Person; provided, that no Subsidiary may Dispose of all or substantially all of its assets to another Person (other than the
Company or another Subsidiary) in a transaction or series of related transactions in which all or substantially all of the assets of all material Subsidiaries of
the Company (whether now owned or hereafter acquired) are Disposed of.
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Credit Agreement
Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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