Danaher 2011 Annual Report Download - page 160

4.1.5 No deposit-taking: the Issuers will issue Notes only if the following conditions apply (or the Notes can otherwise be issued without
contravention of section 19 of the FSMA):
(a) : the Dealers represent, warrant and agree in the terms set out in sub-clause 3.1 of Schedule 2; and
(b) : the redemption value of each such Note is not less than £100,000 (or an amount of equivalent value
denominated wholly or partly in a currency other than sterling), and no part of any Note may be transferred unless the redemption
value of that part is not less than £100,000 (or such an equivalent amount); and
4.1.6 No Trade or Business by the Subsidiary Issuer in the United States : no Subsidiary Issuer will engage in any trade or business within
the United States, as determined for United States federal tax purposes.
4.2 Compliance
Each Issuer shall take such steps (in conjunction with the Dealers, where appropriate) to ensure that any laws and regulations or requirements of any
governmental agency, authority or institution which may from time to time be applicable to any Note of such Issuer shall be fully observed and
complied with and in particular (but without limitation) that no Issuer, nor any of its affiliates (as defined in Rule 405 under the Securities Act) nor
any person acting on its or its affiliates behalf have engaged or will engage in any directed selling efforts with respect to the Notes of such Issuer, and
they have complied and will comply with the offering restrictions requirement of Regulation S. Terms used in this Clause have the meanings given to
them by Regulation S under the Securities Act.
4.3 Selling restrictions
Each Dealer represents, covenants and agrees that it has complied with and will comply with the selling restrictions set out in Schedule 2. Subject to
compliance with those restrictions, the relevant Dealer is hereby authorised by the Relevant Issuer and the Guarantor to circulate the Disclosure
Documents to purchasers or potential purchasers of the Notes of such Issuer.
4.4 Dealers’ and Issuers’ obligations several
The obligations of each Dealer and each Issuer contained in this Agreement are several.
4.5 Status of Arranger
The Dealers agree that the Arranger has only acted in an administrative capacity to facilitate the establishment and/or maintenance of the Programme
and has no responsibility to it for (a) the adequacy, accuracy, completeness or reasonableness of any representation, warranty, undertaking,
agreement, statement or information in the Information Memorandum, this Agreement or any information provided in connection with the Programme
or (b) the nature and suitability to it of all legal, tax and accounting matters and all documentation in connection with the Programme or any issue of
Notes thereunder.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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