Danaher 2009 Annual Report Download - page 270

is bound or to which any of the property or assets of the Issuer is subject, or (ii) result in any violation of (x) the provisions of the Articles of
Incorporation or the By-Laws of the Issuer or (y) to the best knowledge of the Issuer, any statute or any order, rule or regulation of any court or
government agency or body having jurisdiction over the Issuer or any of its properties, in any manner which, in the case of clauses (i) and
(ii) (y), would have a material adverse effect on the business of the Issuer and its subsidiaries taken as a whole;
(c) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction
over the Issuer or any of its properties is required for the issue and sale of the Obligations, except such as have been, or will have been obtained
prior to the issue and sale of the Obligations, and such consents, approvals, authorizations, registrations or qualifications as may be required
under “blue sky” or state securities laws or insurance laws in connection with the issue and sale of the Obligations by the Issuer; and
(d) Each Obligation issued under this Agreement will be exempt from registration under the Securities Act of 1933, as amended. Each Instruction by
the Issuer to issue Obligations under this Agreement shall be deemed a representation and warranty by the Issuer as of the date thereof that the
representations and warranties herein are true and correct as if made on and as of such date, except to the extent that such representations and
warranties specifically refer to a different date, in which case they shall be true and correct as of such date.
Section 12. Compensation
The Issuer agrees to pay such compensation for the Bank’s issuing and paying agent services pursuant to this Agreement in accordance with the Bank’s
schedule of fees, as amended from time to time, that has been accepted and agreed to by the Issuer.
Section 13. Indemnification
The Issuer agrees that the Bank shall not be liable for any losses, damages, liabilities or costs suffered or incurred by the Issuer as a result of (a) the
Bank’s having executed Instructions, (b) the Bank’s improperly executing or failing to execute any Instructions because of unclear Instructions, failure
of communications media or any other circumstances beyond the Bank’s control, (c) the actions or inactions of DTC, any Agent or any broker, dealer,
consignee or agent not selected by the Bank, or (d) any other acts or omissions of the Bank (or of any of its agents or correspondents) relating to this
Agreement or the transactions or activities contemplated hereby except to the extent, if any, that such other acts or omissions constitute gross negligence,
willful misconduct or violation of law by the Bank. The Issuer, in the absence of gross negligence, willful
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Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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