Danaher 2011 Annual Report Download - page 196

9. 
9.1 
The Issuer, failing whom the Guarantor, undertakes to pay such fees and expenses in respect of the Issuing and Paying Agent’s services under this
Agreement.
9.2 
The Issuer, failing whom the Guarantor, undertakes to pay all stamp, registration and other taxes and duties (including any interest and penalties
thereon or in connection therewith) to which this Agreement or the issue of any Notes by the Issuer may be subject.
9.3 
The Issuer, failing whom the Guarantor, undertakes to pay on demand all out-of-pocket expenses (including without limitation legal, advertising and
postage expenses) properly incurred by the Agent in connection with its services under this Agreement.
9.4 
All payments by the Issuer, failing whom the Guarantor, under this Clause 9.4 shall be made free and clear of, and without withholding or deduction
for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by any government
having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer, failing whom the Guarantor, shall pay such
additional amounts as will result in receipt by the Issuing and Paying Agent of such amounts as would have been received by it if no such
withholdings had been required.
10. 
10.1 
The Issuer, failing whom the Guarantor, shall indemnify the Issuing and Paying Agent for an amount equal to any loss, liability, cost, tax (including
stamp duty) claim, action, demand or expense (including, but not limited to, all costs, charges and expenses properly paid or properly incurred in
disputing or defending any of the foregoing) that the Issuing and Paying Agent or any of its directors, officers, employees, agents and controlling
persons may incur arising out of or in relation to or in connection with its appointment or the exercise of its functions hereunder, except such as may
result from a breach by it of this Agreement or its own negligence, bad faith or wilful default or that of its directors, officers, employees, agents or
controlling persons.
10.2 
The Issuing and Paying Agent and the Calculation Agent shall severally indemnify the Issuer and the Guarantor for an amount equal to any loss,
liability, cost, tax (including stamp duty) claim, action, demand or expense (including, but not limited
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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