Danaher 2011 Annual Report Download - page 178

6. CONDITIONS OF APPOINTMENT
The Calculation Agent and the Issuer agree that its appointment will be subject to the following conditions:
(a) No obligations: in acting under this Agreement, the Calculation Agent shall act as an independent expert and shall not assume any
obligations towards or relationship of agency or trust for the Issuer or the owner or holder of any of the Relevant Notes or any interest
therein;
(b) Notices: unless otherwise specifically provided in this Agreement, any order, certificate, notice, request, direction or other communication
from the Issuer made or given under any provision of this Agreement shall be sufficient if signed or purported to be signed by a duly
authorised employee of the Issuer;
(c) Duties: the Calculation Agent shall be obliged to perform only those duties which are set out in this Agreement and in the interest calculation
relating to the Relevant Notes;
(d) Ownership, interest: the Calculation Agent and its officers and employees, in its individual or any other capacity, may become the owner
of, or acquire any interest in, any Relevant Notes with the same rights that the Calculation Agent would have if it were not the Calculation
Agent hereunder; and
(e) Calculations and determinations: all calculations and determinations made pursuant to this Agreement by the Calculation Agent shall
(save in the case of manifest error) be binding on the Issuer, the Calculation Agent and (if other than the Calculation Agent) the holder(s) of
the Relevant Notes and no liability to such holder(s) shall attach to the Calculation Agent in connection with the exercise by the Calculation
Agent of its powers, duties or discretion under or in respect of the Relevant Notes in accordance with the provisions of this Agreement,
except such as may result from the Calculation Agent’s own negligence or bad faith or that of its officers, employees or agents.
7. ALTERNATIVE APPOINTMENT
If, for any reason, the Calculation Agent ceases to act as such or fails to comply with its obligations under Clause 3, the Issuer shall appoint the
Issuing and Paying Agent as calculation agent in respect of the Relevant Notes.
8. THIRD PARTY RIGHTS
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy any term of this
Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from the Act.
9. NOTICES
Clause 8 () of the Dealer Agreement shall apply to this Agreement .
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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