Danaher 2009 Annual Report Download - page 328

4.1.2 Indemnity: each Relevant Issuer (severally and not jointly), failing which the Guarantor (in the case of the Subsidiary Issuers), shall indemnify
and hold harmless on demand the Dealers against any claim, demand, action, liability, damages, cost, loss or expense (including, without
limitation, reasonable legal fees and any applicable value added tax) which they may incur arising out of, in connection with or based upon:
(a) such Relevant Issuer’s failure to make due payment under the Notes; or
(b) such Relevant Issuer’s not issuing Notes for any reason (other than as a result of the failure of any Dealer to pay for such Notes) after an
agreement for the sale of such Notes has been made; or
(c) the Guarantor’s failure to make due payment under the Guarantee of the Notes issued by the Relevant Issuer; or
(d) any breach or alleged breach of the representations, warranties, covenants or agreements made by such Relevant Issuer or the Guarantor
(except with respect to an Issuer other than the Relevant Issuer) in this Agreement unless in the case of an alleged breach only, the allegation
is being made by a person other than a Dealer or any untrue statement or alleged untrue statement of any material fact contained in the
Disclosure Documents or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading in any material respect unless in the case of an alleged
breach only, the allegation is being made by a person other than a Dealer;
4.1.3 Procedure for indemnification: The relevant Dealer or Dealers will promptly notify each Relevant Issuer and the Guarantor (in the case of a
Subsidiary Issuer) in writing of any claim in respect of which indemnification may be sought under Clause 4.1.2 of this Agreement against such
Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, provided that (i) the omission so to notify such Issuer or the
Guarantor (in the case of a Subsidiary Issuer) will not relieve such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may
be, from any liability which it may have hereunder unless and except to the extent it did not otherwise learn of such claim and such failure results
in the forfeiture by such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, of substantial rights and defences, and
(ii) the omission to notify such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, will not relieve it from liability
which it may have to such Dealers otherwise than on account of Clause 4.1.2.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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