Danaher 2011 Annual Report Download - page 242

Section 8.6. Severability. Any provision of this Agreement which is illegal, invalid or unenforceable in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction. If the final judgment of a court of
competent jurisdiction declares that any provision of this Agreement is illegal, invalid or unenforceable, the Parties agree that such court shall have the power to
modify such provision consistent with the intent of the Parties.
Section 8.7. Binding Nature; No Beneficiaries; Cumulative Rights . This Agreement shall be binding upon, and shall inure to the benefit of, the Parties
and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person, other than the
Parties and their respective successors and permitted assigns, any rights, remedies, benefits, obligations or liabilities under this Agreement, except as
specifically provided in this Agreement or otherwise specifically agreed to in writing by the Parties. Except as otherwise expressly provided in this Agreement,
the rights and remedies provided herein shall be cumulative and not exclusive of any other rights or remedies provided at law or in equity.
Section 8.8. Assignments. No Party may assign, transfer or delegate this Agreement or any of its rights or obligations under this Agreement without the
prior written consent of the other Parties, which may be given or withheld in such other Party’s sole and absolute discretion.
Section 8.9. Entire Agreement. This Agreement contains and constitutes the entire agreement of or among the Parties with respect to the subject matter of
this Agreement, and supersedes all other prior or contemporaneous understandings, communications, commitments, undertakings, representations and
agreements, oral or written, expressed or implied, of or among the Parties with respect to the subject matter of this Agreement.
Section 8.10. Amendments. This Agreement may not be amended, modified, discharged or waived orally or by course of conduct, but only by an
agreement in writing, signed by or on behalf of the Party against whom enforcement of any amendment, modification, discharge or waiver is sought.
Section 8.11. No Waivers. The failure or delay on the part of either Party to insist upon or enforce strict performance of any provision of this Agreement
by the other Party, or to exercise any right, power or remedy under this Agreement, shall not be deemed or construed as a waiver thereof. A waiver by either
Party of any provision of this Agreement or of any breach thereof shall not be deemed or construed as a general or continuing waiver of such provision or of
any other provision, of any subsequent or other breach hereof or of any rights hereunder.
Section 8.12. Headings; Exhibits. The section headings contained in this Agreement are for convenience only and shall not be considered in the
interpretation or construction of the provisions of this Agreement. The term “ this Agreement” shall be deemed to include each of the exhibits hereto, any
documents based on such exhibits and any other statement, certificate, instrument or other document furnished or delivered by the Parties in connection with
this Agreement or the transaction contemplated hereby.
Section 8.13. Certain Terms. The words “hereof,” “herein”, “hereunder” or “hereto” and words of similar import when used in this Agreement refer to
this Agreement as a whole and
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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