Danaher 2009 Annual Report Download - page 324

2.6.2 Issuing and Paying Agent: if the Issuing and Paying Agent is to be the calculation agent, its appointment as such shall be on the terms set out in
the Agency Agreement; and
2.6.3 Other Calculation Agent: if the person nominated by a Dealer or by the Issuing and Paying Agent as calculation agent is not such Dealer, that
person shall execute (if it has not already done so) an agreement substantially in the form of the agreement set out in Schedule 6 and the
appointment of that person shall be on the terms of that agreement.
3. 
3.1 
Each Subsidiary Issuer (in respect of itself) and Danaher (in respect of itself and in respect of the Subsidiary Issuers) represents and warrants to the
Dealers at the date of this Agreement, and at each date upon which the Maximum Amount is increased, and each applicable Subsidiary Issuer (in respect
of itself) and Danaher (in respect of itself and the Subsidiary Issuers) represents and warrants to the Dealers at each date upon which an agreement for
the issue and subscription of Notes is made by an Issuer and each date upon which Notes are, or are to be, issued by such Issuer (by reference to the
facts and circumstances then existing):
3.1.1 Authorisation; valid, binding and enforceable: each of:
(a) the establishment of the Programme and the execution, delivery and performance by the Subsidiary Issuers and Danaher of the Agreements
and the Notes;
(b) the entering into and performance by the Subsidiary Issuers and Danaher of any agreement for the subscription of Notes reached pursuant
to Clause 2.1; and
(c) the issue and sale of the Notes by the Subsidiary Issuers and Danaher under the Agreements,
has been duly authorised by all necessary action and the same constitute, or, in the case of Notes, will, when issued in accordance with the
Agency Agreement, constitute, valid and binding obligations of each of the Subsidiary Issuers issuing such Notes and Danaher enforceable
against each of them in accordance with their respective terms (subject, as to enforceability, to bankruptcy, insolvency, reorganisation and similar
laws of general applicability relating to or affecting creditors’ rights and to general principles of equity);
3.1.2 Status: the obligations of each Subsidiary Issuer and Danaher under each of the Agreements to which it is a party and the Notes issued by a
Subsidiary Issuer or issued or guaranteed by Danaher, as the case may be, will rank (other than in the case of obligations preferred by mandatory
provisions of law) pari passu with all other present and future unsecured and unsubordinated indebtedness (i) of such Subsidiary Issuer or
guaranteed by such Subsidiary Issuer and (ii) of Danaher, or guaranteed by Danaher, as the case may be;
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Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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