Danaher 2009 Annual Report Download - page 329

In the event that any such claim is made against such Dealer or Dealers and they notify the Relevant Issuer and the Guarantor (in the case of a
Subsidiary Issuer) of the existence thereof, the Relevant Issuer or the Guarantor, as the case may be, will be entitled to participate therein, and to
the extent that it may elect by written notice delivered to such Dealers, to assume the defence thereof, with counsel reasonably satisfactory to such
Dealers; provided that if the defendants in any such claim include both such Dealers and the Relevant Issuer or the Guarantor (in the case of a
Subsidiary Issuer), as the case may be, and such Dealers shall have concluded that there may be legal defences available to them which are
different from or additional to those available to the Relevant Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, the
Relevant Issuer or the Guarantor (in the case of a Subsidiary Issuer) shall not have the right to direct the defence of such claim on behalf of such
Dealers, and such Dealers shall have the right to select one separate counsel to assert such legal defences on behalf of such Dealers.
Upon receipt of notice from the Relevant Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, to such Dealers of the
Relevant Issuer’s or the Guarantor’s (in the case of a Subsidiary Issuer) election so to assume the defence of such claim and approval by such
Dealers of counsel, neither such Issuer nor the Guarantor (in the case of a Subsidiary Issuer) will be liable to such Dealers for expenses incurred
thereafter by such Dealers in connection with the defence thereof (other than reasonable costs of investigation) unless (i) such Dealers shall have
employed separate counsel in connection with the assertion of legal defences in accordance with the proviso to the next preceding sentence (it being
understood, however, that neither the Relevant Issuer nor the Guarantor (in the case of a Subsidiary Issuer), as the case may be, shall be liable for
the expenses of more than one separate counsel (in addition to any local counsel in the jurisdiction in which any claim is brought), approved by
such Dealers, representing such Dealers who are parties to such claim), (ii) such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as
the case may be, shall not have employed counsel reasonably satisfactory to such Dealers to represent such Dealers within a reasonable time after
notice of existence of the claim, or (iii) such Issuer or the Guarantor (in the case of a Subsidiary Issuer), as the case may be, has authorised in
writing the employment of counsel for such Dealers.
The Relevant Issuer and the Guarantor (in the case of a Subsidiary Issuer) agree that without such Dealers’ prior written consent, it will not settle,
compromise or consent to the entry of any judgment in any claim in respect of which indemnification may be sought under Clause 4.1.2 of this
Agreement (whether or not such Dealers are actual or potential parties to such claim), unless such settlement, compromise or consent includes an
unconditional release of such Dealers from all liability arising out of such claim.
4.1.4 Expenses, stamp duties, amendments: the Issuers, failing which the Guarantor (in the case of a Subsidiary Issuer), will:
(a) Arranger’s expenses: pay, or reimburse the Arranger for, all reasonable out-of-pocket costs and expenses (including United Kingdom
value added
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Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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