Danaher 2011 Annual Report Download - page 158

4.1.3 Procedure for indemnification: The relevant Dealer or Dealers will promptly notify each Relevant Issuer and the Guarantor 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, as
the case may be, provided that (i) the omission so to notify such Issuer or the Guarantor will not relieve such Issuer or the Guarantor, 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, as the case may be, of substantial rights and defences, and (ii) the
omission to notify such Issuer or the Guarantor. 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.
In the event that any such claim is made against such Dealer or Dealers and they notify the Relevant Issuer and the Guarantor 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, as the case may be,
and such Dealers shall have reasonably concluded that there are legal defences available to them which are different from or additional to
those available to the Relevant Issuer or the Guarantor, as the case may be, the Relevant Issuer or the Guarantor 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, as the case may be, to such Dealers of the Relevant Issuer’s or the
Guarantor’s election so to assume the defence of such claim and approval by such Dealers of counsel (which shall not be unreasonably
withheld) neither such Issuer nor the Guarantor 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, 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, 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, as
the case may be, has authorised in writing the employment of counsel for such Dealers.
- 12 -
Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,
except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.