Danaher 2009 Annual Report Download - page 171

 . Enter into any agreement prohibiting or limiting the ability of any Subsidiary of any Borrower (a) to make payments,
directly or indirectly, to such Borrower by way of dividends, advances, repayments of loans or advances, reimbursement of intercompany expenses or
accruals or other returns on investment, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment,
directly or indirectly, to such Borrower, (b) to Guarantee the Obligations of such Borrower or (c) to create or incur or suffer to exist Liens on its assets to secure
such a Guarantee, except for restrictions imposed in connection with an agreement which has been entered into for the Disposition of a Subsidiary or its assets
otherwise permitted by Section 7.02.
 . Enter into any transaction of any kind with any Affiliate of the Company, whether or not in the ordinary course of
business, other than terms substantially as favorable to the Company or such Subsidiary as would be obtainable by the Company or such Subsidiary at the
time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions
between or among the Company and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries.
 . Use the proceeds of any Borrowing, whether directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin Stock or to refund indebtedness originally
incurred for such purpose, in each case, in a manner which violates or contravenes the Margin Regulations. Without limiting the foregoing, the Company will
provide the Administrative Agent with written notice (a) promptly following any date on which more than 20% of the value of the assets of the Company and
its Subsidiaries (as determined in good faith by the Company) consist of or are represented by Margin Stock, and (b) at least 15 Business Days prior to any
proposed transaction in which the Company or any of its Subsidiaries proposes to directly or indirectly use the proceeds of any Borrowing to purchase or
carry Margin Stock or to extend credit to others to purchase or carry Margin Stock or to refund indebtedness originally incurred for such purpose if, after
giving effect to such proposed transaction, more than 20% of the value of the assets of the Company and its Subsidiaries (as determined in good faith by the
Company) will consist of or be represented by Margin Stock. Each such notice shall either (i) include a certification by the Company that, as of the date of
such certificate and, in the case of a proposed transaction described in clause (b) above, also on a pro forma basis immediately after giving effect to such
proposed transaction, not more than 25% of the value of the assets of the Company and its Subsidiaries (as determined in good faith by the Company) consist
of or are represented by Margin Stock, or (ii) be accompanied by a legal opinion of counsel reasonably acceptable to the Administrative Agent confirming
compliance by the Company with the first sentence of this Section as of the date of such opinion and, in the case of a proposed transaction described in clause
(b) above, also on a pro forma basis giving effect to such proposed transaction, together with appropriately executed and completed purpose statements on
Form FR U-1 for each Lender. The Administrative Agent shall forward copies of each such written notice from the Company, together with copies of any
accompanying legal opinion and such purpose statements to the Lenders promptly following receipt thereof.
 . Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Company to be greater than
0.650:1
53
Credit Agreement
Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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