Danaher 2011 Annual Report Download - page 165

SCHEDULE 1
CONDITION PRECEDENT DOCUMENTS
1. Certified copies of each Issuer’s and Guarantor’s certificate of incorporation or organization, as amended, and amended and restated by-laws or
analogous governance document.
2. Certified copies of all documents evidencing the internal authorisations and approvals required to be granted by each Issuer and the Guarantor in
connection with the Programme.
3. Certified or conformed copies of:
(a) the Dealer Agreement, as executed;
(b) the Agency Agreement, as executed;
(c) Deed of Covenant as to each Issuer, as executed; and
(d) the Guarantee as to each Subsidiary Issuer, as executed.
4. Copies of:
(a) the confirmation of acceptance of appointment from Danaher UK Industries Limited for service of process; and
(b) the confirmation that the Deed of Covenant and the Guarantee have been delivered to the Issuing and Paying Agent.
5. Legal opinions from:
(a) Wilmer Cutler Pickering Hale and Dorr LLP, counsel to Danaher as to the laws of the State of New York, Delaware General Corporation
Law and the federal law of the USA;
(b) Arendt & Medernach, counsel to the Luxembourg Issuer as to the laws of Luxembourg; and
(c) Clifford Chance LLP, counsel to the Dealers as to English law.
6. The Information Memorandum.
7. A list of the names, titles and specimen signatures of the persons authorised:
(a) to sign on behalf of each Issuer and the Guarantor (as applicable), the Notes and Agreements to which they are a party;
(b) to sign on behalf of each Issuer and the Guarantor all notices and other documents to be delivered in connection therewith; and
(c) to take any other action on behalf of the Issuer and the Guarantor in relation to the Programme.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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