Danaher 2011 Annual Report Download - page 155

to any Subsidiary Issuer, Danaher or any Notes the omission of which makes, in the context of the issue of the Notes, the Disclosure
Documents, taken as a whole, or any such information contained or incorporated by reference therein misleading in any material respect;
3.1.6 Financial Statements: the audited financial statements of the Subsidiary Issuer (if such financial statements are available), consolidated
audited financial statements of Danaher and any quarterly unaudited financial statements of the Subsidiary Issuer 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 in all material respects the financial position of the Subsidiary Issuer and Danaher (consolidated in the case of Danaher) as of the
respective dates of such statements and the results of operations of the Subsidiary Issuer 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 all material respects in accordance
with the relevant laws of the relevant jurisdiction of incorporation or organization of each of the Subsidiary Issuer and Danaher and with
generally accepted accounting principles of the relevant jurisdiction of incorporation or organization of each of the Subsidiary Issuer 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 unconsolidated financial statements of the
Subsidiary Issuer (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 Issuer 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 Issuer 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 Issuer or Danaher,
threatened against or affecting any of the Subsidiary Issuer, Danaher or any of Danaher’s other Subsidiaries,
which in any case could reasonably be expected to be material in the context of the Agreements and the transactions contemplated thereby;
3.1.8 No default: neither the Subsidiary Issuer nor Danaher is in default in respect of payment of any indebtedness for borrowed money where
such indebtedness is in an aggregate amount greater than fifty million Dollars (U.S.$50,000,000);
3.1.9 No ratings downgrade: there has been no downgrading, nor any notice to the Subsidiary Issuer or Danaher of any intended downgrading,
nor placing on a “Creditwatch” list or other similar publication of formal review (including a notice confirming a change in outlook), in
each case with negative
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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