Danaher 2009 Annual Report Download - page 284

9. Custodian may act relative to this Agreement in reliance upon advice of counsel in reference to any matters connected with its duties under this
Agreement, and shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions to act of any kind, unless caused by its own
negligence.
10. Custodian may at any time, without any resulting liability to itself, act under this Agreement in reliance upon the signature of any person who it
reasonably believes has authority to act for DTC with respect to this Agreement, but Custodian shall not be required so to act, and may in its discretion at any
time require such evidence of the authenticity of such signature and of the authority of the person acting for DTC as may be satisfactory to Custodian.
11. So long s this Agreement remains in effect as to any issue of Securities, Custodian shall furnish to DTC as soon as available a copy of any report
on the adequacy of Custodian’s internal accounting control procedures relating to the safeguarding of securities in its custody prepared for any regulatory
agency by Custodian’s independent outside auditor.
12. This Agreement may be terminated by either party upon ten business days’ prior written notice to the other party. In the event of the termination of
this Agreement or the termination hereunder of this Agreement as to issues of Securities evidenced by specific Certificates, it shall be deemed that Custodian
has received as of the time of such termination a request by DTC within the meaning of Paragraph 6(a) with regard to: (i) all Securities or Certificates subject
hereto if this Agreement is terminated; or (ii) the specific Securities or Certificates in respect of which this Agreement shall terminate.
13. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of
conflicts of law.
14. All notices, instructions, requests, and other communications required or contemplated by this Agreement shall be in writing, shall be delivered by
hand or sent, postage prepaid, by certified or registered mail, return receipt requested, and shall be addressed to Custodian at 16 Wall St., New York, NY
10005, Attn: Issuance Services Manager, and to DTC at 49 Floor; 55 Water Street; New York, NY 10041-0099, Attn: General Counsel. Notice given as
aforesaid shall be deemed given upon the receipt thereof. Either party may change the address to which notices shall be sent upon notice to the other in the
manner hereinabove provided.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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