American Home Shield 2009 Annual Report Download - page 194

Persons that are not, immediately prior to such sale, transfer or other disposition, Affiliates of the Company.
Notwithstanding the foregoing, a Public Offering shall not constitute a Change in Control.
(c) "Claim" means, with respect to any Indemnitee, any claim by or against such Indemnitee involving any Obligation
with respect to which such Indemnitee may be entitled to be indemnified by any member of the Company Group under this
Agreement.
(d) "Commission" means the United States Securities and Exchange Commission or any successor entity thereto.
(e) "Company Group" means the Company and any of its Subsidiaries.
(f) "Determination" means a determination that either (i) there is a reasonable basis for the conclusion that
indemnification of an Indemnitee is proper in the circumstances because such Indemnitee met a particular standard of conduct (a
"Favorable Determination") or (ii) solely in the case of an Indemnitee making a Claim in such Indemnitee's capacity as director or
officer of the Company Group, there is no reasonable basis for the conclusion that indemnification of an Indemnitee is proper in the
circumstances because such Indemnitee met a particular standard of conduct (an "Adverse Determination"). Except as required by law,
no Adverse Determination shall be made in the case of any Indemnitee that is not a director or officer of the Company or in
connection with any Indemnitee Claim not made in its capacity as a director or officer of the Company Group. An Adverse
Determination shall include the decision that a Determination was required in connection with indemnification and the decision as to
the applicable standard of conduct.
(g) "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.
(h) "Expenses" means all attorneys' fees and expenses, retainers, court, arbitration and mediation costs, transcript costs,
fees of experts, bonds, witness fees, costs of collecting and producing documents, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily
incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness
in, appealing or otherwise participating in a Proceeding.
(i) "Indemnitee" means each of Manager, CD&R Inc., CD&R LP, the Investor, the Other Investors, Manager
Associates, their respective Affiliates, their respective successors and assigns, andthe respective directors, officers, partners, members,
employees, agents, advisors, consultants, representatives and controlling
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