Danaher 2011 Annual Report Download - page 189

through GPR) details of any Notes to be issued by it under this Agreement and all such other information as the Issuing and Paying Agent may require
for it to carry out its functions as contemplated by this Clause 4.1 and the Issuing and Paying Agent shall thereupon be authorised to complete a Global
Note of the appropriate aggregate principal amount of such Notes by inserting in the appropriate place on the face of each Note, inter alia, the dates on
which such Note shall be issued and shall mature and otherwise completing and authenticating the same. For the purposes of this Clause 4.1, the
Issuing and Paying Agent may, if it considers it appropriate in the circumstances, treat a telephone communication from a person who it reasonably
believes to have been duly authorised by the Issuer as sufficient instructions and authority from the Issuer to act in accordance with the provisions of
this Clause 4.1, and the Issuer shall confirm such communication in writing no later than the relevant time referred to above or by such later time as
may be agreed by the Issuer and the Issuing and Paying Agent. For the avoidance of doubt, when treating a telephone communication as sufficient
instructions, the Issuing and Paying Agent shall continue to benefit from all the protections afforded to it under this Agreement.
4.2 
If any such Notes as are mentioned in Clause 4.1 ( Preconditions to Issue) are not to be issued on any Issue Date following the notification in
accordance with Clause 4.1, the Issuer shall immediately notify the Issuing and Paying Agent, in the case of Notes to be settled through Euroclear
and/or Clearstream, Luxembourg, by no later than 4.00 p.m. (London time) two Business Days prior to such proposed Issue Date. Upon receipt of
such notice the Issuing and Paying Agent shall not thereafter issue or release the relevant Notes, but shall cancel and, unless otherwise instructed by the
Issuer destroy any relevant Note which has been duly completed by it for issue (whether authenticated or not).
4.3 
Upon notification by telephone or fax from the Dealer who has arranged to purchase or procure the purchase of Notes from the Issuer such notification
to be received in sufficient time to enable delivery to be made as contemplated herein and, in the case of Notes to be settled through Euroclear and/or
Clearstream, Luxembourg, by no later than 10.00 a.m. (London time) two Business Days prior to the proposed Issue Date, substantially in the form
set out in Schedule A of this Agreement with respect to Global Notes or in a form to be agreed upon from time to time by the Issuer and relevant Dealer
with respect to Definitive Notes, that payment by it to the Issuer of the purchase price of any Note has been or will be duly made and (if applicable) of
details of the securities account hereinafter referred to, the Issuing and Paying Agent shall deliver duly authenticated Notes (i) in the case of Notes to be
cleared through Euroclear and/or Clearstream, Luxembourg or any other clearing system, deliver such Note on the Business Day immediately
preceding its issue date to or to the order of Euroclear and/or Clearstream, Luxembourg (which may be by delivery to the Common Depositary) and/or
such other clearing system, for credit on the issue date of such Note to such securities account as shall have been notified to it. The foregoing obligation
is subject to the Issuing and Paying Agent not having received a notice in accordance with the provisions of Clause 4.2 ( Notification).
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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