Danaher 2011 Annual Report Download - page 167

SCHEDULE 2
SELLING RESTRICTIONS
1. General
By its purchase and acceptance of Notes issued under this Agreement, each of the Dealers represents, warrants and agrees that it will observe all
applicable laws and regulations in any jurisdiction in which it may offer, sell, or deliver Notes; and that it will not directly or indirectly offer, sell,
resell, reoffer or deliver Notes or distribute any Disclosure Document, circular, advertisement or other offering material in any country or jurisdiction
except under circumstances that will result, to the best of its knowledge and belief, in compliance with all applicable laws and regulations.
No action has been or will be taken in any jurisdiction by the Relevant Issuer, the Guarantor, the Arranger or the relevant Dealer (or Dealers, as the case
may be) that would permit a public offering of Notes, or possession or distribution of the Information Memorandum or any other offering material, in
any country or jurisdiction where action for that purpose is required.
2. The United States of America
The Notes and the Guarantee have not been and will not be registered under the Securities Act and the Notes may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S). Each of the Dealers represents and agrees that it has
offered and sold, and will offer and sell, Notes only outside the United States to non U.S. persons in accordance with Rule 903 of Regulation S under
the Securities Act. Accordingly, each of the Dealers represents and agrees that neither it, nor its affiliates nor any person acting on its or their behalf has
engaged or will engage in any directed selling efforts with respect to the Notes, and that it and they have complied and will comply with the offering
restrictions requirement of Regulation S and all applicable securities laws of the states of the United States and other jurisdictions. Each of the Dealers
also agrees that, at or prior to confirmation of any sale of Notes, it will have sent to each distributor, dealer or person receiving a selling commission,
fee or other remuneration in connection with the purchase of Notes by it for its own account or the accounts of its customers, a confirmation or notice
to substantially the following effect:
“The Notes and the Guarantee covered hereby have not been and will not be registered under the United States Securities Act of 1933, as
amended, and, subject to certain exceptions or being so registered, may not be offered, sold or delivered within the United States or to, or
for the account or benefit of, U.S. persons (as defined in Regulation S).”
Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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