Danaher 2009 Annual Report Download - page 327

3.1.11Maximum Amount not exceeded: the outstanding nominal amount of all Notes on the date of issue of any Note, when taken together with the
aggregate principal amount outstanding from time to time under the USCP Program, does not and will not exceed the Maximum Amount set out in
the Programme Summary (as increased from time to time pursuant to Clause 2.5) and for this purpose the nominal amount of any Note
denominated in any currency other than Dollars shall be taken as the Dollar Equivalent of such nominal amount as at the date of the agreement for
the issue of such Note provided that in calculating the nominal amount of the Notes outstanding on the date of issue of such Note there shall be
disregarded Notes which mature on that date;
3.1.12Investment Company: none of the Subsidiary Issuers or Danaher is an investment company as defined in the United States Investment
Company Act of 1940; and
3.1.13No Trade or Business by the Subsidiary Issuers in the United States : no Subsidiary Issuer is engaged, or has since its formation been engaged,
in any trade or business within the United States, as determined for United States federal tax purposes.
3.2 
If, prior to the time a Note is issued and delivered to or for the account of any Dealer, an event occurs which would render any of the representations and
warranties set out in Clause 3.1 immediately, or with the lapse of time, untrue or incorrect, the Relevant Issuer will inform such Dealer in writing as soon
as practicable of the occurrence of such event. In either case, such Dealer shall inform the Relevant Issuer in writing without any undue delay whether it
wishes to continue or discontinue the issuance and delivery of the respective Notes.
4. 
4.1 
The Subsidiary Issuers and Danaher covenant and agree that:
4.1.1 Delivery of published information: whenever any of the Subsidiary Issuers or Danaher publishes or makes available to its shareholders or to the
public (by filing with any regulatory authority, securities exchange or otherwise) any information which could reasonably be expected to be
material in the context of this Agreement and the transactions contemplated hereby, the Subsidiary Issuers or Danaher (as the case may be) shall
notify the Dealers as to the nature of such information, shall make a reasonable number of copies of such information available to the Dealers
upon request to permit distribution to investors and prospective investors and shall take such action as may be necessary to ensure that the
representation and warranty contained in sub-clause 3.1.5 is true and accurate in all material respects on the dates contemplated by such sub-
clause. Such notification may be by means of electronic communication, including, but not limited to, by email and/or directing the Dealers’
attention to information on-line;
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Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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