Danaher 2009 Annual Report Download - page 332

5.2 
In relation to each issue of Notes, it shall be a condition precedent to the subscription thereof by any Dealer that (a) the representations and warranties in
Clause 3.1 shall be true and correct on each date upon which an agreement for the sale of Notes is made hereunder and on the date on which such Notes
are issued by reference to the facts and circumstances then existing and that (b) there is no other material breach of the Relevant Issuer’s or Guarantor’s
(in the case of a Subsidiary Issuer) obligations under any of the Agreements or the Notes.
5.3 
In relation to an issue of Sterling Definitive Notes (and if so agreed between the Relevant Issuer and the relevant Dealer), it shall be a condition precedent
to the subscription thereof by any Dealer that the Relevant Issuer supplies to such Dealer, not less than five days prior to the first issue of such Notes to
that Dealer confirmation from the Issuing and Paying Agent that the relevant agreed forms of Definitive Note have been security printed and the same
delivered to the Issuing and Paying Agent.
6. 
6.1 
The Issuers may terminate the appointment of any Dealer, and any Dealer may resign, on not less than ten days’ written notice to such Dealer or the
Issuers, as the case may be. The Issuers shall promptly inform the Issuing and Paying Agent and the Paying Agent of any such termination or
resignation. The rights and obligations of each party hereto shall not terminate in respect of any rights or obligations accrued or incurred before the date
on which such termination takes effect and the provisions of sub-clause 4.1.2 and 4.1.4 shall survive termination of this Agreement and delivery against
payment for any of the Notes.
6.2 
Nothing in this Agreement shall prevent the Issuers from appointing one or more additional Dealers upon the terms of this Agreement, provided that any
additional Dealer shall have first confirmed acceptance of its appointment upon such terms in writing to the Issuers in substantially the form of the letter
set out in Schedule 5, whereupon it shall become a party to this Agreement vested with all the authority, rights, powers, duties and obligations as if
originally named as a Dealer hereunder. The Issuers shall promptly inform the Dealers, the Guarantor, the Issuing and Paying Agent and the Paying
Agent of any such appointment. The Issuers hereby agree to supply to such additional Dealer, upon such appointment, such legal opinions as are
specified in paragraph 6 of Schedule 1, if requested, or reliance letters in respect thereof.
7. 
Danaher may, with the Dealers’ prior consent, at any time and from time to time nominate one or more issuers under the Programme provided that such
new Issuer so notifies the Dealers in writing and provides to the Dealers not less than three business days prior to the first issue of Notes by the new
Issuer (a) copies of documents corresponding to those referred to in paragraph 1, 2, 3 (c) and (d), 4(a)(if relevant), 7, 8 and 9 of Schedule 1 in relation
to the new Issuer, (b) the new Issuer’s written agreement
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Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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