Danaher 2009 Annual Report Download - page 192

instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates
(including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or
regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under
any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 11.08, to (i) any assignee of or Participant in, or
any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to a Borrower and its obligations, (g) with the prior written consent of the Company or (h) to the extent
such Information (x) becomes publicly available other than as a result of a breach of this Section 11.08 or (y) becomes available to the Administrative Agent or
any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Company; provided, however, that the source of such
information was not known by the Administrative Agent, such Lender or such Affiliate, as the case may be, to be bound by a confidentiality agreement or
other legal or contractual obligation of confidentiality with respect to such information.
For purposes of this Section 11.08, “Information” means all information received from any Loan Party relating to any Loan Party or any of its businesses,
other than any such information that is publicly available or otherwise available to the Administrative Agent or any Lender, as the case may be, on a
nonconfidential basis prior to disclosure by any Loan Party; provided, however, that the source of such information was not known by the Administrative
Agent or such Lender, as the case may be, to be bound by a confidentiality agreement or other legal or contractual obligation of confidentiality with respect to
such information. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its
own confidential information. Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public
information concerning the Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws.
 . In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of
Default, each Lender is authorized at any time and from time to time, without prior notice to the Company or any other Loan Party, any such notice being
waived by the Company (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other indebtedness at any time owing by such Lender
to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan
Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Agreement or
any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable
deposit or indebtedness or are owed to a branch or office of or such Lender different from the branch or office holding such
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Credit Agreement
Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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