Danaher 2011 Annual Report Download - page 153

2.6 Calculation Agent
If floating rate Notes are to be issued, the Relevant Issuer will appoint either the relevant Dealer or the Issuing and Paying Agent (subject to the consent
of such Dealer or the Issuing and Paying Agent, as the case may be, thereto) or some other person (subject to the consent of such Dealer and the Paying
Agent to such person’s appointment) to be the calculation agent in respect of such floating rate Notes and the following provisions shall apply:
2.6.1 Dealer: if a Dealer is to be the calculation agent, its appointment as such shall be on the terms of the form of agreement set out in Schedule
6, and such Dealer will be deemed to have entered into an agreement in such form for a particular calculation if it is named as calculation
agent in the interest calculation attached to or endorsed on the relevant Note;
2.6.2 Issuing and Paying Agent: if the Issuing and Paying Agent is to be the calculation agent, its appointment as such shall be on the terms set
out in the Agency Agreement; and
2.6.3 Other Calculation Agent: if the person nominated by a Dealer or by the Issuing and Paying Agent as calculation agent is not such Dealer,
that person shall execute (if it has not already done so) an agreement substantially in the form of the agreement set out in Schedule 6 and the
appointment of that person shall be on the terms of that agreement.
3. REPRESENTATIONS AND WARRANTIES
3.1 Representations and warranties
Each Subsidiary Issuer (in respect of itself) and Danaher (in respect of itself and in respect of each Subsidiary Issuer) represents and warrants to the
Dealers at the date of this Agreement, and at each date upon which the Maximum Amount is increased, and each applicable Subsidiary Issuer (in
respect of itself) and Danaher (in respect of itself and each Subsidiary Issuer) represents and warrants to the Dealers at each date upon which an
agreement for the issue and subscription of Notes is made by an Issuer and each date upon which Notes are, or are to be, issued by such Issuer (by
reference to the facts and circumstances then existing):
3.1.1 Authorisation; valid, binding and enforceable :
(a) the establishment of the Programme and the execution, delivery and performance by the Subsidiary Issuer and Danaher of the
Agreements and the Notes;
(b) the entering into and performance by the Subsidiary Issuer and Danaher of any agreement for the subscription of Notes reached
pursuant to Clause 2.1; and
(c) the issue and sale of the Notes by the Subsidiary Issuer and the guarantee thereof by Danaher under the Agreements,
have been duly authorised by all necessary action and the same constitute, or, in the case of Notes, will, when issued in accordance with
the Agency Agreement, constitute, valid and binding obligations of each of the Subsidiary Issuer issuing such Notes and Danaher,
enforceable against each of them in accordance with their respective terms (subject, as to enforceability, to
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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