Danaher 2009 Annual Report Download - page 326

3.1.6 Financial Statements: the audited financial statements of the Subsidiary Issuers (if such financial statements are available), consolidated audited
financial statements of Danaher and any quarterly unaudited financial statements of the Subsidiary Issuers or Danaher (in the case of Danaher
each having been filed with the SEC and incorporated by reference in the Information Memorandum), present fairly and accurately the financial
position of the Subsidiary Issuers and Danaher (consolidated in the case of Danaher) as of the respective dates of such statements and the results
of operations of the Subsidiary Issuers and Danaher (consolidated in the case of Danaher) for the periods they cover or to which they relate and
such financial statements have been prepared in accordance with the relevant laws of the relevant jurisdiction of incorporation or organization of
each of the Subsidiary Issuers and Danaher and with generally accepted accounting principles of the relevant jurisdiction of incorporation or
organization of each of the Subsidiary Issuers and Danaher applied on a consistent basis throughout the periods involved (unless and to the extent
otherwise stated therein);
3.1.7 No material adverse change, No litigation: since the date of the most recent audited unconcolidated financial statements of the Subsidiary
Issuers (if such financial statements are available) and audited consolidated financial statements of Danaher supplied to the Dealers and, in
relation to any date on which this warranty falls to be made after the date hereof, save as otherwise disclosed by any Disclosure Document
subsequently delivered by the Subsidiary Issuers or Danaher (as the case may be) to the Dealers:
(a) there has been no adverse change in the business, financial or other condition of the Subsidiary Issuers or of Danaher or any of its
Subsidiaries taken as a whole; and
(b) there is no litigation, arbitration or governmental proceeding pending or, to the knowledge of the Subsidiary Issuers or Danaher, threatened
against or affecting any of the Subsidiary Issuers, Danaher or any of Danaher’s other Subsidiaries,
which in any case could reasonably be expected to be material in the context of this Agreement and the transactions contemplated hereby;
3.1.8 No default: none of the Subsidiary Issuers or Danaher is in default in respect of payment of any indebtedness for borrowed money where such
indebtedness is in an aggregate amount greater than U.S. $50,000,000;
3.1.9 No ratings downgrade: there has been no downgrading, nor any notice to the Subsidiary Issuers or Danaher of any intended downgrading, in the
rating accorded to Danaher’s short-term or long-term debt by Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies Inc.,
and Moody’s Investors Service, Inc., or any other rating agency which has issued a rating in connection with Danaher or any security of
Danaher;
3.1.10Taxation: subject to compliance with the terms of the Agreements, none of the Subsidiary Issuers or Danaher is required by any law or regulation
or any relevant taxing authority in the United States to make any deduction or withholding from any payment due under the Notes, the Agency
Agreement or the respective Deed of Covenant for or on account of any income, registration, transfer or turnover taxes, customs or other duties or
taxes of any kind;
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Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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