Danaher 2011 Annual Report Download - page 197

to, all costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that the Issuer, the Guarantor or any of the
directors, officers, employees, agents and controlling persons of the Issuer or the Guarantor may incur as a result of the breach by the Issuing and
Paying Agent of this Agreement or the Issuing and Paying Agent’s negligence, bad faith or wilful default or that of its directors, officers, employees,
agents or controlling persons.
10.3 
The indemnities contained in this Clause 10 shall survive the termination or expiry of this Agreement.
11. 
11.1 The Agents shall not be liable for any loss caused by events beyond their reasonable control including any malfunction, interruption or error in the
transmission of information caused by any machine or systems or interception of communication facilities, abnormal operating conditions or events of
force majeure.
11.2 Subject to the final sentence of this clause, under no circumstances will the Agents be liable to the Issuer or any other party to this Agreement in
contract, tort (including negligence) or otherwise for any consequential, special, indirect or speculative loss or damage (including, but not limited to,
loss of business, goodwill, opportunity or profit) which arises out of or in connection with this Agreement even if advised of the possibility of such
loss or damage. Nothing in this Agreement limits or excludes a party’s liability: (i) for fraud or wilful default; or (ii) for death or personal injury
caused by its negligence.
12. 
12.1 
Prior to the first issue of the Notes hereunder by the Issuer, the Issuer and the Guarantor shall supply to the Issuing and Paying Agent copies of all
conditions precedent documents required to be delivered pursuant to the Dealer Agreement. The Issuer and the Guarantor shall provide the Issuing and
Paying Agent with a copy of the certified list of persons authorised to take action on behalf of the Issuer or the Guarantor in connection with this
Agreement and shall notify the Issuing and Paying Agent immediately in writing if any such person ceases to be so authorised or if any additional
person becomes so authorised.
12.2 
The Issuing and Paying Agent shall act solely as agent of the Issuer and the Guarantor and shall not have any obligation towards or relationship of
agency or trust with the holder of any Notes. The Issuing and Paying Agent shall only be responsible for performance of the duties and obligations
imposed on it under this Agreement and the Conditions and shall have no implied duties or obligations.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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