Term Sheet. Principal Amount:. Maturity Date:. Coupon Interest Rate :. Yield to Maturity:. Benchmark Treasury:.
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Spread to Benchmark Treasury:. Benchmark Treasury Price and Yield:. Interest Payment Dates:. Redemption Provision:. Special Mandatory Redemption:. Issue Price:. Settlement Date:. Joint Book-Running Managers:. Senior Co-Managers:. The offering is being made pursuant to an effective registration statement on Form S-3 including a prospectus filed with the U. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement related to the offering and the other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.
Exhibit 5. We have acted as counsel for Thermo Fisher Scientific Inc. We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such other corporate records of the Company, such other agreements and instruments, certificates of public officials, officers of the Company and other persons, and such other documents, instruments and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed. August 11, In our examination of the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of all individual signatories, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of such original documents, and the completeness and accuracy of the corporate records of the Company provided to us by the Company.
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware. In addition, we express no opinion and make no statement herein with respect to the antifraud laws of any jurisdiction. On the basis of, and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions and is rendered as of the date hereof, and we disclaim any obligation to advise you of any change in any of the foregoing sources of law or subsequent developments in law or changes in facts or circumstances that might affect any matters or opinions set forth herein.
Exhibit The Lenders Party Hereto. Form of. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:. As used in this Agreement, the following terms shall have the meanings set forth below:. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2. Pricing Level. Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Ratings shall be effective during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change; provided , that if no such public announcement is made, such change in the Applicable Rate shall be effective on the date the change in the Debt Ratings is effective.
Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. All Base Rate Loans shall be denominated in Dollars. Notwithstanding anything to the contrary in the foregoing definition of Eurocurrency Rate, if the Eurocurrency Rate including the Interpolated Screen Rate is less than zero, it shall be deemed equal to zero for purposes of this Agreement.
If the Federal Funds Rate shall be less than zero it shall be deemed zero for purposes of this Agreement. For purposes of this definition, the United States, each state thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. It is understood that obligations in respect of a Permitted Securitization shall not constitute Indebtedness. For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture other than a joint venture that is itself a corporation or limited liability company in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.
Department of the Treasury.
Department of the Treasury or the U. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Any financial ratios required to be maintained by the Company pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number with a rounding-up if there is no nearest number.
Unless otherwise specified, all references herein to times of day shall be references to Eastern time daylight or standard, as applicable. Each such Committed Loan Notice must be received by the Administrative Agent not later than i noon three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or of any conversion of Eurocurrency Rate Loans to Base Rate Committed Loans and ii a. If the Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans.
Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Company requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. The Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments.
The Aggregate Commitments shall automatically terminate on the Closing Date after the funding thereof. The Company shall repay to the Administrative Agent, for the benefit of the Lenders, on the Maturity Date the aggregate principal amount of Loans outstanding on such date. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
The Company shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
All computations of interest for Base Rate Loans including Base Rate Loans determined by reference to the Eurocurrency Rate shall be made on the basis of a year of or days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a day year and actual days elapsed which results in more fees or interest, as applicable, being paid than if computed on the basis of a day year.
Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. The Borrowings made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.
The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Borrowings made by the Lenders to the Company and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Company hereunder to pay any amount owing with respect to the Obligations.
In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Each Lender may attach schedules to its Note and endorse thereon the date, Type if applicable , amount and maturity of its Loans and payments with respect thereto.
All payments to be made by the Company shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. All payments received by the Administrative Agent after p. If any payment to be made by the Company shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
If the Company and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Company the amount of such interest paid by the Company for such period. Any payment by the Company shall be without prejudice to any claim the Company may have against a Lender that shall have failed to make such payment to the Administrative Agent. Unless the Administrative Agent shall have received notice from the Company prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders that the Company will not make such payment, the Administrative Agent may assume that the Company has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due.
In such event, if the Company has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.
If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to the Company as provided in the foregoing provisions of this Article II , and such funds are not made available to the Company by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds in like funds as received from such Lender to such Lender, without interest.
Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. The Company consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Company rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Company in the amount of such participation.
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:. During any period in which the Administrative Agent is not a U. The Company shall, and does hereby, indemnify the Administrative Agent and each Lender within ten days after demand therefor for the full amount of any Indemnified Taxes including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Company hereunder or any other Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate setting forth in reasonable detail the amount of such payment or liability and the reasons thereof delivered to the Company by a Lender with a copy to the Administrative Agent , or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent or the Company shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this subsection e.
In addition, any Lender, as required by applicable Law or if reasonably requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to withholding or deduction of Taxes or information reporting requirements. A any Lender that is a U. Person shall deliver to the Company and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement and from time to time thereafter as required by applicable Law or upon the reasonable request of the Company or the Administrative Agent , executed originals of IRS Form W-9 or applicable successor form certifying that such Lender is exempt from United States federal backup withholding tax;.
B any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent in such number of copies as shall be requested by the recipient on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement and from time to time thereafter as required by applicable Law or upon the reasonable request of the Company or the Administrative Agent , whichever of the following is applicable:.
Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such direct and indirect partner;. C any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent in such number of copies as shall be requested by the recipient on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement and from time to time thereafter as required by applicable Law or upon the reasonable request of the Company or the Administrative Agent , executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.
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D if a payment made to a Lender under any Loan Document would be subject to U. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. Notwithstanding anything to the contrary in this subsection g , in no event will the applicable Recipient be required to pay any amount to the Company pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the indemnification payments or additional amounts giving rise to such refund or equivalent offset or Tax prepayment had never been paid.
This subsection shall not be construed to require any Recipient to make available its tax returns or any other information relating to its taxes that it deems confidential to the Company or any other Person. If any Law has made it unlawful, or any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurocurrency Rate, or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions.
Upon any such prepayment or conversion, the Company shall also pay accrued interest on the amount so prepaid or converted. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. If any Change in Law, after the date on which a Lender becomes a Lender hereunder, shall:.
The Company shall pay such Lender the amount shown as due on any such certificate within ten days after receipt thereof. If a Lender fails to give notice ten days prior to the relevant Interest Payment Date, such additional interest or costs shall be due and payable ten days from receipt of such notice. Upon demand of any Lender with a copy to the Administrative Agent from time to time, the Company shall promptly compensate such Lender for and hold such Lender harmless from any reasonable and invoiced loss, cost or expense incurred by it in each case together with a reasonably detailed supporting calculation as a result of:.
The Company shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent:. Without duplication of the foregoing, unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent directly to such counsel if requested by the Administrative Agent to the extent invoiced at least three days prior to the Effective Date.
The obligation of each Lender to make the Loans is subject to the satisfaction of the following conditions precedent on or before the Availability End Date:. Without duplication of the foregoing, unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent directly to such counsel if requested by the Administrative Agent to the extent invoiced at least three days prior to the Closing Date.
Notwithstanding the foregoing or anything to the contrary provided herein, Articles VI, VII, and VIII of this Agreement and any remedies relating thereto shall not become effective until immediately after the making of the Loans on the Closing Date it being understood that the occurrence of an event on or prior to the making of the Loans on the Closing Date that would otherwise constitute an Event of Default may constitute an Event of Default immediately after the making of the Loans on the Closing Date pursuant to the terms of Article VIII, if continuing or uncured immediately after the Closing Date.
The Administrative Agent shall notify the Lenders and the Company of the occurrence of the Effective Date and the Closing Date, and such notice shall be conclusive and binding. The Company represents and warrants to the Administrative Agent and the Lenders as of the date hereof and as of the Closing Date that:. No approval, consent, exemption, authorization, or other material action by, or material notice to, or material filing with other than any SEC filing by the Company in compliance with the SEC disclosure obligations , any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Company of this Agreement or any other Loan Document.
This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by the Company. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable Debtor Relief Laws and general principles of equity, regardless of whether considered in a proceeding in equity or at law.
Each of the Company and each Subsidiary has good record title to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as specifically disclosed in Schedule 5. Except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, the properties of the Company and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Company, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Company or the applicable Subsidiary operates.
Except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed subject to any applicable extensions , and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets which are due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.
There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted, or to the knowledge of the Company, could reasonably be expected to result in a Material Adverse Effect. The true and correct U. The Company has implemented and maintains in effect policies and procedures reasonably designed to effectuate compliance by the Company and all Company Related Parties with applicable Sanctions. No proceeds from any Loan, has been or will be directly or, to the knowledge of the Company, indirectly, used by the Company, or loaned, contributed, provided or otherwise made available by the Company, to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of or with any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, if such activity would be prohibited by Sanctions applicable to any Person organized in the United States or the United Kingdom.
No proceeds from any Loan, has been or will be, directly or, to the knowledge of the Company, indirectly, used by the Company, or loaned, contributed, provided or otherwise made available by the Company to fund any activity or business in any manner that will result in any violation by any Person including any Lender, the Arranger or the Administrative Agent of Anti-Corruption Laws.
From and after the Closing Date immediately after the Borrowing of Loans on such date and for so long as any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, the Company shall, and shall except in the case of the covenants set forth in Sections 6. Deliver to the Administrative Agent for distribution to each Lender , in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:.
Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Promptly, after a Responsible Officer of the Company obtains knowledge thereof, notify the Administrative Agent:.
Use the proceeds of the Loans to fund, in whole or in part, the Acquisition, including the payment of Indebtedness of Target and to pay all or a portion of the costs incurred by the Company or any of its Subsidiaries in connection with the Transactions. From and after the Closing Date immediately after the Borrowing of Loans on that date and for so long as any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, the Company shall not, nor shall it permit any Subsidiary to, directly or indirectly:. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues other than Liens on Margin Stock created, incurred or assumed at a time when such Margin Stock constitutes Unrestricted Margin Stock, whether now owned or hereafter acquired, other than the following:.
Permit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, except:. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of whether in one transaction or in a series of transactions all or substantially all of its assets whether now owned or hereafter acquired to or in favor of any Person, except that, so long as no Default exists or would result therefrom:. Make any Disposition other than any property which, at the time of any Disposition, constitutes Unrestricted Margin Stock or enter into any agreement to make any Disposition, except:.
Permit the Consolidated Leverage Ratio as at the last day of any fiscal quarter of the Company to be greater than 5. Permit the Consolidated Interest Coverage Ratio as at the last day of any fiscal quarter of the Company to be less than 3. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Company herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or.
The Company or any of its Material Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or.
The Company denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or. There occurs any Change of Control. If any Event of Default exists, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:. First , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III payable to the Administrative Agent in its capacity as such;.
Second , to payment of that portion of the Obligations constituting fees, indemnities and other amounts other than principal and interest payable to the Lenders including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article III , ratably among them in proportion to the respective amounts described in this clause Second payable to them;.
Third , to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;. Fourth , to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and. Last , the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Company or as otherwise required by Law.
Each of the Lenders hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.
The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and the Company shall have no rights as a third party beneficiary of any of such provisions. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.
Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.
The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Company or a Lender.
The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing including any electronic message, Internet or intranet website posting or other distribution believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.
In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel who may be counsel for the Company , independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.
The exculpatory provisions of this Article shall apply to any such sub-agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.
The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
Anything herein to the contrary notwithstanding, neither the Arranger nor any of the other agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Company, the Administrative Agent irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Company shall be entitled and empowered, by intervention in such proceeding or otherwise.
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company therefrom, shall be effective unless in writing signed by the Required Lenders and the Company, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that no such amendment, waiver or consent shall:.
Notwithstanding the foregoing, the Administrative Agent, with the consent of the Company, may amend, modify or supplement any Loan Document without the consent of any Lender or the Required Lenders in order to correct or cure any error, ambiguity, inconsistency or defect in any Loan Document. Except in the case of notices and other communications expressly permitted to be given by telephone and except as provided in subsection b below , all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:.
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication including e-mail and Internet or intranet websites pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.
The Administrative Agent or the Company may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Each of the Company and the Administrative Agent, may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto.
Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Company or the Administrative Agent. The Company shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Company.
All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. If legally permitted, any Indemnitee shall promptly notify the Company in writing of any claim or action by a third party for which the Indemnitee plans to seek indemnification hereunder; provided that no failure or delay by any Indemnitee to so provide such notice shall relieve the Company from any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure.
To the fullest extent permitted by applicable law, the Company shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages as opposed to direct or actual damages arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.
Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement including all or a portion of its Commitment and the Loans; provided that any such assignment shall be subject to the following conditions:. No consent shall be required for any assignment except to the extent required by subsection b i B of this Section and, in addition:.
B the consent of the Administrative Agent such consent not to be unreasonably withheld or delayed shall be required if such assignment is to any Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
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Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Upon request, the Company at its expense shall execute and deliver a Note to the assignee Lender.
The entries in the Register shall be conclusive absent manifest error, and the Company, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Company and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent in its capacity as Administrative Agent shall have no responsibility for maintaining a Participant Register. A Participant shall not be entitled to receive any greater payment under Sections 3. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement including under its Note s , if any to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central banking authority; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
None of the Administrative Agent or any Lender will make available to the Company or any of its Affiliates confidential Information that they have obtained or may obtain from any other customer. The Administrative Agent and each Lender are permitted to access, use and share with any of their respective bank or non-bank Affiliates, agents, advisors legal or otherwise or representatives any Information concerning the Company or any of its Affiliates that is or may come into the possession of the Administrative Agent, any Lender or any of such Affiliates; provided that, in each case, such Information shall be used solely in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.
Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies including other rights of setoff that such Lender or their respective Affiliates may have.
Each Lender agrees to notify the Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate,.
This Agreement may be executed in counterparts and by different parties hereto in different counterparts , each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means e.
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof and the making of any Borrowing. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Borrowing.
The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given.
The obligation of the Company in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from the Company in the Agreement Currency, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss.
If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Company or to any other Person who may be entitled thereto under applicable law.
Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:.
Schedule 2. Bank of America, N. Schedule 5. Environmental Matters. Schedule 7. Existing Liens. Liens with respect to the B. GmbH facility located at Neuendorfstrasse 25, Hennigsdorf, Germany, arising pursuant to that certain Mortgage by and between B. Liens against Thermo Fisher Scientific Inc. Existing Indebtedness. Credit Limit Amounts. USD 30,, EUR 4,, Nordea Bank various. Bank of America various. Designated Subsidiaries. EUR 13,, USD ,, AUD 4,, NZD 1,, Bank of Tokyo-Mitsubishi. UFJ, Ltd. JPY 4,,, UBS Switzerland. Bank of China China. CHF 5,, RMB 77,, Obligations for the Deferred Purchase Price of Property or Services Indebtedness arising pursuant to any existing operating leases with respect to company cars, phones, office equipment, office furniture and other similar items that are deemed to be deferred purchase price or other similar arrangements.
Debentures and Similar Instruments. Life Technologies Corporation 6. Life Technologies Corporation 5. Long-Term Notes Payable. Short-Term Notes Payable. Indebtedness arising pursuant to any existing revolving credit arrangement as set forth in Section A above. Indebtedness arising pursuant to any existing operating leases with respect to company cars, phones, office equipment, office furniture and other similar items that may be deemed to be conditional sale or other similar obligations.
Indebtedness arising pursuant to any existing operating leases with respect to company cars, phones, office equipment, office furniture and other similar items that may be deemed to be capital lease or other similar obligations. See Schedule 7. Permitted Dispositions. Schedule Other Identifying Information.
Borrower Information. Taxpayer Identification Number: Addresses for Notices. If to Borrower:. Attention: Treasurer. Telecopy: Telephone: Email: seth. If to the Administrative Agent:. Mail Code: NC Charlotte, NC Attention: Renee Blackmore. Email: renee. New York, NY. Account No. ABA Ref: Thermo Fisher Scientific Inc. Other Notices as Administrative Agent. Agency Management. Mail Code: CA San Francisco, CA Attention: Liliana Claar.
Graham, H. Marketing strategy and competitive positioning. India: Pearson Education India. Leonard-Barton, D. Core capabilities and core rigidities: A paradox in managing new product development. Strategic Management Journal, 13 S1 , Nixon, J. Exploring SWOT analysis — where are we now? Journal of Strategy and Management, 3 3 , Pickton, D.
What's swot in the strategic analysis? Strategic Change, 7 2 , Rauch, P. European Journal of Forest Research, 3 , Weihrich, H. Long Range Planning, 15 2 , European Business Review, 99 1 , Wilson, R. Strategic Marketing Management. Butterworth-Heinemann: Oxford. View Samples Need help with your essay? Learn with us to create a better future for yourself! Sign In here.
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Forgot Password? Login Do not have a account? Email to Receive Password. Login here. Register Here. Yes, We Can Help! We promise to deliver high quality papers on time which will improve your grades. Get help now! Plagiarism Free Work. Looking for help with term paper on Thermo Fisher Scientific? Start your order. It has a low-cost structure, which provides it with an advantage over the competition. It has a strong financial position with positive profits reported in the past few years.
It also has a strong asset base. It has a skilled labour force that is highly qualified, innovative and diversified. It has a strong presence on social media. Weaknesses A high proportion of property in use by Thermo Fisher Scientific is on rent, and rental charges need to be paid. Low amounts of spending on research and development as compared to the competition. It has a high employee turnover rate, with low employee motivation and working morale. It has liquidity problems with low quick ratio; the level of current assets is less than current liabilities. It also faces cash flow problems.
Opportunities Internet users are increasing around the world. E-commerce is also growing with the increase in internet usage. Social media users are increasing worldwide. Household income is increasing and so is the consumer spending. Inflation in the economy is expected to remain low. Growth in environmentally friendly products and services. Government is offering subsidies on these.
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