Danaher 2011 Annual Report Download - page 159

The Relevant Issuer and the Guarantor agree that without such Dealers’ prior written consent (which shall not be unreasonably withheld) 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, will:
(a) : pay, or reimburse the Arranger for, all reasonable out-of-pocket costs and expenses (including United
Kingdom value added tax and any other taxes or duties thereon and fees and disbursements of counsel to the Arranger) incurred by
the Arranger in connection with the preparation, negotiation, printing, execution and delivery of this Agreement and all documents
contemplated by this Agreement;
(b) : pay, or reimburse the Dealers for, all reasonable out-of-pocket costs and expenses (including United Kingdom
value added tax and any other taxes or duties thereon and fees and disbursements of one counsel to the Dealers) incurred by the
Dealers in connection with the enforcement or protection of its rights under this Agreement;
(c) : pay all stamp, registration and other taxes and duties (including any interest and penalties thereon or in connection
therewith) except those arising solely as a result of any Dealer’s default which may be payable upon or in connection with the
creation and issue of the Notes and the execution, delivery and performance of the Agreements and the Relevant Issuers shall
indemnify the relevant Dealers against any claim, demand, action, liability, damages, cost, loss or reasonable expense (including,
without limitation, legal fees and any applicable value added tax) which it may incur as a result or arising out of or in relation to
any failure to pay or delay in paying any of the same;
(d) : notify the Dealers of any change in the identity of or the offices of the Issuing and Paying Agent and any material
change or amendment to or termination of the Agency Agreement, any Guarantee or any Deed of Covenant not later than five days
prior to the making of any such change or amendment or such termination; and it will not permit to become effective any such
change, amendment or termination which could reasonably be expected to affect adversely the interests of the Dealers or the holder of
any Notes then outstanding;
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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