Danaher 2011 Annual Report Download - page 205

therein, a copy of which is available for inspection at the offices of Deutsche Bank AG, London Branch (as further amended, supplemented and/or
restated from time to time, the “Issuing and Paying Agent”) at Winchester House, 1 Great Winchester Street, London EC2N 2DB, and subject to and
in accordance with the terms and conditions set forth below. All such payments shall be made upon presentation and surrender of this Global Note at
the offices of the Issuing and Paying Agent referred to above by transfer to an account denominated in the abovementioned Specified Currency
maintained by the bearer in the principal financial centre in the country of that currency or, in the case of a Global Note denominated in euro, by euro
cheque drawn on, or by transfer to a euro account (or any other account to which euro may be credited or transferred) maintained by the payee with, a
bank in the principal financial centre of any member state of the European Union. The Issuer will ensure that at all times it maintains a paying agent
in an EU member state that will not be obliged to withhold or deduct tax pursuant to Council Directive 2003/48/EC or any other Directive implementing
the conclusions of the ECOFIN Council meeting of 26-27 November 2000. Notwithstanding the foregoing, payments to the bearer of this Global Note
shall not be made to an address or a bank account maintained within the United States or its possessions, the Notes may not be presented for payment
within the United States or its possessions, and demand for payments under the Notes may not be made within the United States or its possessions.
2. This Global Note is issued in representation of an issue of Notes in the above-mentioned aggregate Nominal Amount.
3. All payments in respect of this Global Note by or on behalf of the Issuer shall be made without set-off, counterclaim, fees, liabilities or similar
deductions and free and clear of, and without deduction or withholding for or on account of, taxes, levies, duties, assessments or charges of any
nature now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the jurisdiction of the Issuer or the United States or any
political subdivision or taxing authority thereof or therein (“ ”). If the Issuer or any agent thereof is required by law or regulation to make any
deduction or withholding for or on account of Taxes, the Issuer shall, to the extent permitted by applicable law or regulation, pay such additional
amounts as shall be necessary in order that the net amounts received by the bearer of this Global Note after such deduction or withholding shall equal
the amount which would have been receivable hereunder in the absence of such deduction or withholding, except that no such additional amounts shall
be payable where this Global Note is presented for payment:
(a) by or on behalf of a holder which is liable to such Taxes by reason of its having some connection with the jurisdiction imposing the Taxes other
than the mere holding of this Global Note; or
(b) where such deduction or withholding is required to be made pursuant to the European Council Directive 2003/48/EC or any other Directive
implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or
introduced in order to conform to, such Directive; or
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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