Danaher 2011 Annual Report Download - page 157

4. COVENANTS AND AGREEMENTS
4.1 Issuer
Each Subsidiary Issuer and Danaher covenant and agree that:
4.1.1 Delivery of published information: whenever any Subsidiary Issuer or Danaher publishes or makes available to its shareholders or to the
public (by filing with any regulatory authority, securities exchange or otherwise) any information which could reasonably be expected to be
material in the context of this Agreement and the transactions contemplated hereby, the Subsidiary Issuer or Danaher (as the case may be)
shall notify the Dealers as to the nature of such information, shall make a reasonable number of copies of such information available to the
Dealers upon request to permit distribution to investors and prospective investors and shall take such action as may be necessary to ensure
that the representation and warranty contained in sub-clause 3.1.5 is true and accurate in all material respects on the dates contemplated by
such sub-clause, it being agreed that the filing of such information on the SEC’s EDGAR system shall be deemed to satisfy this delivery
requirement on the date on which such information is filed. Such notification may be by means of electronic communication, including,
but not limited to, by email and/or directing the Dealers’ attention to information on-line;
4.1.2 Indemnity: each Relevant Issuer (severally and not jointly), failing which the Guarantor. shall indemnify and hold harmless on demand the
Dealers against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, reasonable legal fees and
any applicable value added tax) which they may incur arising out of, in connection with or based upon:
(a) such Relevant Issuer’s failure to make due payment under the Notes; or
(b) such Relevant Issuer’s not issuing Notes for any reason (other than as a result of the failure of any Dealer to pay for such Notes)
after an agreement for the sale of such Notes has been made; or
(c) the Guarantor’s failure to make due payment under the Guarantee of the Notes issued by the Relevant Issuer; or
(d) any breach or alleged breach of the representations, warranties, covenants or agreements made by such Relevant Issuer or the
Guarantor (except with respect to an Issuer other than the Relevant Issuer) in this Agreement unless in the case of an alleged breach
only, the allegation is being made by a person other than a Dealer; or
(e) any untrue statement or alleged untrue statement of any material fact contained in the Disclosure Documents or the omission or
alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading in any material respect unless in the case of an alleged untrue statement only, the
allegation is being made by a person other than a Dealer;
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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