Danaher 2011 Annual Report Download - page 156

implications, of 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;
3.1.10 Taxation: subject to compliance with the terms of the Agreements, neither the Subsidiary Issuer nor 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 Deed of Covenant for or on account of any income, registration, transfer or turnover taxes, customs or
other duties or taxes of any kind, provided that such payment is made by the Subsidiary Issuer or Danaher to the Issuing and Paying Agent
and by the Issuing and Paying Agent to a Clearing System for payment in respect of any Note;
3.1.11 Maximum 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;
3.1.12 Investment Company: neither the Subsidiary Issuer nor Danaher is an investment company as defined in the United States Investment
Company Act of 1940; and
3.1.13 No Trade or Business by the Subsidiary Issuer 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 Notice of inaccuracy
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.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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