Danaher 2011 Annual Report Download - page 161

5. CONDITIONS PRECEDENT
5.1 Conditions precedent to first issue
By a date no later than five Business Days before the date upon which any Issuer and any Dealer shall first reach an agreement pursuant to Clause 2.1
(or such offer period as may be agreed between the Issuer and that Dealer), the Relevant Issuer shall deliver to that relevant Dealer each of the
documents listed in Schedule 1, in form and substance reasonably satisfactory to that relevant Dealer.
5.2 Conditions precedent to each issue
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 obligations under any of the Agreements or the Notes.
6. TERMINATION AND APPOINTMENT
6.1 Termination
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 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 Additional Dealers
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 and the Issuing and 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. NOMINATION OF NEW ISSUER
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
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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