Danaher 2011 Annual Report Download - page 154

bankruptcy, insolvency, reorganisation and similar laws of general applicability relating to or affecting creditors’ rights and to general
principles of equity);
3.1.2 Status: the obligations of each Subsidiary Issuer and Danaher under each of the Agreements to which it is a party and the Notes issued by
a Subsidiary Issuer are unsecured and will rank (other than in the case of obligations preferred by mandatory provisions of law) 
 with all other present and future unsecured and unsubordinated indebtedness (i) of such Subsidiary Issuer, or guaranteed by such
Subsidiary Issuer, and (ii) of Danaher, or guaranteed by Danaher, as the case may be;
3.1.3 Incorporation, capacity: each of the Subsidiary Issuer and Danaher is duly incorporated or organized and validly existing under the laws
of its jurisdiction of incorporation or organization and:
(a) the establishment of the Programme, the execution, delivery and performance by each of the Subsidiary Issuer and Danaher of the
Agreements and the Notes;
(b) the entering into and performance by any Subsidiary Issuer and Danaher of any agreement for the issue, subscription and guarantee
of Notes reached pursuant to Clause 2.1; and
(c) the issue and subscription of the Notes by any Subsidiary Issuer or the guarantee thereof by Danaher under the Agreements,
will not infringe any of the provisions of such Subsidiary Issuer’s or Danaher’s certificate of incorporation or organization, as amended,
and amended and restated by-laws or analogous governance documents, and will not contravene any law, regulation, order or judgement to
which such Subsidiary Issuer or Danaher or any of its assets is subject nor result in the breach of any term of, or cause a default under,
any instrument to which such Subsidiary Issuer or Danaher is a party or by which it or any of its assets may be bound, in each case, in
any material respect, in the context of the Programme and of the Notes issued thereunder;
3.1.4 Approvals: all consents, authorisations, licences or approvals of and registrations and filings with any governmental or regulatory
authority required in connection with the issue by any Subsidiary Issuer of Notes under the Agreements and the performance by any
Subsidiary Issuer and Danaher of their respective obligations under the Agreements and the Notes have been obtained and are in full force
and effect, and copies thereof have been supplied to the Dealers except for such consents, authorisations, licences, approvals, restrictions
and filings as could not reasonably be expected to be material in the context of this Agreement;
3.1.5 Disclosure: in the context of this Agreement and the transactions contemplated hereby, the information contained or incorporated by
reference in the Disclosure Documents is true and accurate in all material respects and is not misleading in any material respect and there are
no other facts in relation
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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