American Home Shield 2009 Annual Report Download - page 187

9. Counterparts; Amendments and Waivers. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and which together shall constitute one agreement. This Agreement may not be amended,
restated, supplemented or otherwise modified, and no provision of this Agreement may be waived, other than in a writing duly
executed by the parties hereto, subject to Unanimous Board Approval (as defined in the Stockholders Agreement) if required
pursuant to Section 2.3(c)(iii) of the Stockholders Agreement or, if not required thereunder, Disinterested Approval.
10. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties to this
Agreement and their respective successors and assigns; provided, that (i) neither this Agreement nor any right, interest or obligation
hereunder may be assigned by either party, whether by operation of law or otherwise, without the express written consent of the
other party hereto and (ii) any assignment by Manager of its rights but not the obligations under this Agreement to any entity directly
or indirectly controlling, controlled by or under common control with Manager shall be expressly permitted hereunder and shall not
require the prior written consent of the Company. This Agreement is not intended to confer any right or remedy hereunder upon any
person or entity other than the parties to this Agreement and their respective successors and assigns.
11. Governing Law; Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT SUCH PRINCIPLES WOULD REQUIRE OR
PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Each of the parties hereto irrevocably and
unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this
Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or Federal District Court
for the Southern District of New York located in the City, County and State of New York (each, a "New York Court"), (b) waives, to
the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such
proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been
brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of any New York Court in any suit, action or
proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES
ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR
VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto
acknowledges and certifies that (i) no
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