Danaher 2011 Annual Report Download - page 188

3. 
3.1 Each Note issued hereunder shall be:
(a) substantially in the relevant form scheduled hereto or, as the case may be, such other form as may be agreed among the Issuer, the Guarantor
and the Issuing and Paying Agent from time to time;
(b) duly executed manually or in facsimile by the Issuer; and
(c) authenticated manually or electronically by an authorised signatory of the Issuing and Paying Agent.
3.2 The Issuer shall procure that a sufficient quantity of executed but unauthenticated Notes executed by the Issuer are at all times available to the Issuing
and Paying Agent for the purpose of issue hereunder. The Issuing and Paying Agent shall notify the Issuer forthwith on request of the quantity of Notes
which are at the date of such request held by it.
3.3 The Issuer may use the manual or facsimile signature on any Note of any person who on the date of preparation or printing of such Note was duly
authorised to execute such Note on behalf of the Issuer, notwithstanding that at the date of issue of the relevant Note such person may for any reason
(including death) no longer be so authorised. The Issuer may change the name of any person whose manual or facsimile signature is to appear on the
Notes to bind the Issuer, by delivering to the Issuing and Paying Agent, no later than 30 days before the first date on which there are to be issued Notes
in respect of which such replacement manual or facsimile signature is to be used, a copy of such replacement signature in such form as the Issuing
and Paying Agent may require.
3.4 In the event that a person who has signed any master Global Note or master Definitive Note held by the Issuing and Paying Agent on behalf of the
Issuer ceases to be authorised, the Issuing and Paying Agent shall (unless the Issuer gives notice to the Issuing and Paying Agent that Notes signed by
that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Issuing and Paying
Agent) continue to have authority to issue any such Notes signed by that person and the Issuer hereby warrants to the Issuing and Paying Agent that
such Notes shall be valid and binding obligations of the Issuer. Promptly upon such person ceasing to be authorised, the Issuer shall provide the
Issuing and Paying Agent with replacement master Notes and the Issuing and Paying Agent shall upon receipt of such replacements, cancel and destroy
the master Notes held by them which are signed by such person and shall provide to the Issuer a certificate of destruction in respect thereof specifying
the master Notes so cancelled and destroyed.
4. 
4.1 
The Issuer shall in the case of Notes to be settled through Euroclear and/or Clearstream, Luxembourg, by no later than 2.00 p.m. (London time) two
Business Days prior to the proposed Issue Date, give to the Issuing and Paying Agent (by fax or
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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