American Home Shield 2009 Annual Report Download - page 185

portion of any Consulting Fee, Transaction Fee or Expenses not paid or reimbursed prior to such termination and not required to be
paid or reimbursed thereafter pursuant to Section 4(c).
(b) Upon any consolidation or merger of any member of the Company Group, or any conveyance, transfer or lease of
all or substantially all of the assets of any member of the Company Group, the entity formed by such consolidation, or into which
such member of the Company Group is merged or to which such conveyance, transfer or lease is made (each, a "Successor Entity"),
shall succeed to and be substituted for the Company or such member of the Company Group, as applicable, under this Agreement
with the same effect as if the Successor Entity had been a party hereto. No such consolidation, merger or conveyance, transfer or
lease shall have the effect of terminating this Agreement or of releasing any member of the Company Group or any Successor Entity
from its obligations hereunder.
(c) Upon any termination of this Agreement, the Company, agrees immediately to pay or reimburse, (or cause one or
more other members of the Company Group to pay or reimburse), as the case may be, any accrued and unpaid installment of the
Consulting Fee or portion thereof (pro rated, with respect to the month in which such termination occurs, for the portion of such
month that precedes such termination), and any accrued and unpaid Transaction Fee or portion thereof and any unpaid and
unreimbursed Expenses that shall have been incurred prior to such termination (whether or not such Expenses shall then have become
payable). If, at any time, no member of the Company Group is permitted to make any payment or reimbursement due to Manager
under this Agreement under the terms of any credit agreement or other financing agreement to which any member of the Company
Group is a party, such obligations shall accrue as provided herein, but payment or reimbursement thereof shall be deferred until such
time as (i) such payments are no longer prohibited under the terms of the applicable agreement, or (ii) the loan amount due thereunder
is repaid in full. In the event of the liquidation of the Company, all amounts due Manager under this Agreement shall be paid to
Manager before any liquidating distributions or similar payments are made to stockholders of the Company.
5. Information. The Company will, and will cause each member of the Company Group to, use its reasonable best
efforts to furnish, or to cause their respective subsidiaries, employees and agents to furnish, Manager with such information (the
"Information") as Manager reasonably believes appropriate to its engagement hereunder. The Company acknowledges and agrees that
(a) Manager will rely on the Information and on information available from generally recognized public sources in performing the
Consulting Services and the Transaction Services and (b) Manager does not assume responsibility for the accuracy or completeness
of the Information and such other information.
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