Danaher 2009 Annual Report Download - page 269

In the event (a) any action is taken or threatened which may result in a disclosure or transfer of Noteline Direct or any part thereof, other than as
authorized by this Agreement, or (b) the use of any trademark, trade name, service mark, service name, copyright or patent of the Bank or FSC by the
Issuer amounts to unfair competition, or otherwise constitutes a possible violation of any kind, then the Bank and/or FSC shall have the right to take
any and all action deemed necessary to protect their rights in Noteline Direct, and to avoid the substantial and irreparable damage which would result
from such disclosure, transfer or use, including the immediate termination of the Issuer’s right to use Noteline Direct.
To permit the use of Noteline Direct to issue Instructions and/or obtain reports with respect to the Obligations, the Bank will supply the Issuer with an
identification number and initial passwords. From time to time thereafter, the Issuer may change its passwords directly through Noteline Direct. The
Issuer will keep all information relating to its identification number and passwords strictly confidential and will be responsible for the maintenance of
adequate security over its customer identification number and passwords. For security purposes, the Issuer should change its passwords frequently (at
least once a year).
Instructions transmitted over Noteline Direct and received by the Bank pursuant to Section 6 hereof accompanied by the Issuer’s identification number
and the passwords, shall be deemed conclusive evidence that such Instructions are correct and complete and that the issuance or redemption of the
Obligation(s) directed thereby has been duly authorized by the Issuer.
Section 11. Representations and Warranties of the Issuer
The Issuer represents and warrants as follows:
(a) This Agreement and the Obligations have been duly authorized and this Agreement when executed and delivered and the Obligations when issued
in accordance with the applicable Instructions, will be valid and binding obligations of the Issuer, enforceable against the Issuer in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability
relating to or affecting creditors’ rights and to general equity principles;
(b) This Agreement and the consummation of the transactions herein contemplated will not (i) result in a breach of any of the terms or provisions of,
or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument for money borrowed to
which the Issuer is a party or by which the Issuer
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Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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