Danaher 2011 Annual Report Download - page 177

2. APPOINTMENT OF CALCULATION AGENT
The Issuer appoints the Calculation Agent as its agent for the purpose of calculating the amount of interest in respect of the Relevant Notes upon the
terms and subject to the conditions of this Agreement. The Calculation Agent accepts such appointment.
3. DETERMINATION AND NOTIFICATION
3.1 Determination
The Calculation Agent shall determine the amount of interest payable on, each Relevant Note in accordance with the interest calculation applicable
thereto.
3.2 Notification
The Calculation Agent shall as soon as it has made its determination as provided for in Clause 3.1 above (and, in any event, no later than the close of
business on the date on which the determination is made) notify the Issuer and the Issuing and Paying Agent (if other than the Calculation Agent) of the
amount of interest so payable.
4. STAMP DUTIES
The Issuer will pay all stamp, registration and other taxes and duties (including any interest and penalties thereon or in connection therewith) payable
in connection with the execution, delivery and performance of this Agreement.
5. INDEMNITY AND LIABILITY
5.1 Indemnity
The Issuer shall indemnify and hold harmless on demand the Calculation Agent against any claim, demand, action, liability, damages, cost, loss or
expense (including, without limitation, reasonable legal fees and any applicable value added tax) which it may incur arising out of, in connection with
or based upon the exercise of its powers and duties as Calculation Agent under this Agreement, except such as may result from its own negligence or
bad faith or that of its officers, employees or agents.
5.2 Liability
The Calculation Agent, after prior written notice to the Issuer, may consult as to legal matters with lawyers selected by it, who may be employees of, or
lawyers to, the Issuer. If such consultation is made, the Calculation Agent shall be protected and shall incur no liability for action taken or not taken
by it as Calculation Agent or suffered to be taken with respect to such matters in good faith, without negligence and in accordance with the opinion of
such lawyers.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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