Danaher 2011 Annual Report Download - page 198

12.3 
The Issuing and Paying Agent is not under any obligation to take any action under this Agreement which may tend to involve it in any expense or
liability, the payment of which within a reasonable time is not, in its opinion, assured to it.
12.4 
Except as ordered by a court of competent jurisdiction or as required by law, and notwithstanding any notice to the contrary, the Issuer, the Guarantor
and the Issuing and Paying Agent shall be entitled to treat the bearer or holder of any Note as the absolute owner thereof for all purposes and shall not
be required to obtain any proof thereof or as to the identity of the bearer or holder.
12.5 
The Issuing and Paying Agent may consult on any matter with any legal or other professional advisers selected by it, who may be an employee of or
adviser to the Issuer or the Guarantor and the Issuing and Paying Agent shall not be liable in respect of anything done, or omitted to be done, relating to
that matter in good faith in accordance with that adviser’s opinion. The Issuer, failing whom the Guarantor, agrees to reimburse the Issuing and Paying
Agent for all expenses properly incurred in connection with such legal or other professional advisers.
12.6 
The Issuing and Paying Agent shall not be liable in respect of anything done or omitted to be done or suffered by it in reliance on a Note, notice,
direction, consent, certificate, affidavit, statement or other document or information from any electronic or other source reasonably believed by it to be
genuine and to have been signed or otherwise given or disseminated by the proper parties.
12.7 
The Issuing and Paying Agent and its affiliates, directors, officers, controlling persons and employees, whether or not acting for itself, may become the
owners of, or acquire, hold or dispose of any Note or other security (or any interest therein) of the Issuer, the Guarantor or any other person, with the
same rights as any other owner or holder of such Notes or other securities, and may enter into or be interested in any contract or transaction with any
such person, and may act on, or as depositary, trustee or agent for, any committee or body of holders of securities of any such person, in each case
with the same rights as it would have had if it was not the Issuing and Paying Agent hereunder and need not account for any profit resulting therefrom;
provided, however, that none of the Issuing and Paying Agent and its affiliates, directors, officers, controlling persons, employees (and any person on
behalf of which any of the foregoing persons is acting) may acquire, hold or dispose of any Notes (or any interest therein) if such person is a “United
States person,” as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended.
12.8 The Issuer, failing whom the Guarantor, will pay all stamp duties and other documentary taxes (including any penalties and interest), if any, to which
this
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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