Danaher 2011 Annual Report Download - page 199

Agreement or any Notes may be subject and will indemnify and hold harmless the Issuing and Paying Agent on demand from all liabilities arising
from any failure to pay, or delay in paying, such duty or taxes.
12.9 The Issuing and Paying Agent shall not exercise any right of set-off or lien against the Issuer, the Guarantor or any holder of any Note in respect of any
moneys payable to or by it under this Agreement.
13. 
13.1 
The Issuing and Paying Agent may resign its appointment as the agent of the Issuer and/or the Guarantor hereunder in relation to the Notes issued by
the Issuer by giving at least 30 days’ notice to that effect to the Issuer and the Guarantor.
13.2 
The Issuer and the Guarantor (acting together) may at any time (and shall where necessary to comply with the provisions of any Notes) appoint
substitute or additional agents and/or terminate the appointment of any Agent in relation to the Notes issued by the Issuer and guaranteed by the
Guarantor by giving to the Issuing and Paying Agent and that Agent at least 30 days’ notice to that effect and shall forthwith notify the other parties
hereto thereof, whereupon the substitute or additional agents shall, as applicable, thereafter have the same rights and obligations as afforded to the
Issuing and Paying Agent under this Agreement.
13.3 
The appointment of’ the Issuing and Paying Agent or any additional Agent appointed pursuant to Clause 13.2 shall terminate forthwith if any of the
following events or circumstances occur or arise, namely:
(a) such Agent is adjudged bankrupt or insolvent;
(b) such Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a
receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its
debts as they mature or suspends payment thereof;
(c) a resolution is passed or an order is made for the winding-up or dissolution of such Agent;
(d) a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed;
(e) an order of any court is entered approving any petition filed by or against such Agent under the provisions of any applicable bankruptcy or
insolvency law; or
(f) any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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