Danaher 2009 Annual Report Download - page 237

funds on deposit in said accounts are in any manner special accounts which, by the express terms on which they are created are made subject to the rights of a
third party, (d) the obligations against which any deposit account is set off are not due and payable, or (e) the funds on deposit in the account are subject to a
security interest granted to such Lender.
Our opinions below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, fraudulent transfer or similar laws relating to or affecting the rights of creditors generally, (ii) statutory or decisional law concerning
recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without
limitation, requirements of good faith, reasonableness and fair dealing, and (iv) general principles of equity, including the availability of any equitable or
specific remedy, or the successful assertion of any equitable defense. We assume that (i) there has been no mutual mistake of fact or misunderstanding, or
fraud, duress, or undue influence in connection with the negotiation, execution or delivery of the Credit Documents, and (ii) there are and have been no
agreements or understandings among the parties, written or oral, and there is and has been no usage of trade or course of prior dealing among the parties that
would, in either case, vary, supplement or qualify the terms of the Credit Documents. We also express no opinion herein as to any provision of any Credit
Document (a) which may be deemed or construed to waive any right of the Borrower, (b) to the effect that rights and remedies are not exclusive, and to the
effect that every right or remedy is cumulative and may be exercised in addition to or with any other right or remedy and does not preclude recourse to one or
more other rights or remedies, (c) relating to the effect of invalidity or unenforceability of any provision of a Credit Document on the validity or enforceability
of any other provision thereof, (d) purporting to indemnify any person against his, her or its own gross negligence or intentional misconduct or for conduct in
violation of public policy, (e) relating to powers of attorney, (f) which provides that the terms of any Credit Document may not be waived or modified except in
writing, (g) purporting to establish evidentiary standards, (h) purporting to establish in advance standards of commercial reasonableness, or (i) purporting to
charge interest on interest.
For purposes of our opinions rendered below, we have assumed that the facts and law governing the future performance by the Borrower of its obligations
under the Credit Documents will be identical to the facts and law governing its performance on the date of this opinion.
Based upon and subject to the foregoing and to the comments and qualifications following these opinions, it is our opinion that:
1. The Borrower is a corporation organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite
corporate power and authority to conduct its business as it is, to our knowledge, currently conducted.
2. The Borrower has all requisite corporate power to execute and deliver, and to perform its obligations under, each Credit Document and to
consummate the transactions contemplated thereby.
3. The execution, delivery and performance by the Borrower of each Credit Document have been duly authorized by all necessary corporate action on
the part of the Borrower.
Exhibit H-4
Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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