American Home Shield 2009 Annual Report Download - page 198

Indemnitee, on the other, from such Transaction or Securities Offering and (iii) if required by applicable law, any other relevant
equitable considerations.
(b) If for any reason the indemnity specifically provided for in Section 2(b) is unavailable or is insufficient to hold
harmless any Indemnitee from any of the Obligations covered by such indemnity, then the Indemnifying Parties, jointly and severally,
shall contribute to the amount paid or payable by such Indemnitee as a result of such Obligation in such proportion as is appropriate to
reflect (i) the relative fault of each of the members of the Company Group, on the one hand, and such Indemnitee, on the other, in
connection with the information contained in or omitted from any Related Document, which inclusion or omission resulted in the
inaccuracy or breach of or default under any representation, warranty, covenant or agreement therein, or which information is or is
alleged to be untrue, required to be stated therein or necessary to make the statements therein not misleading, (ii) the relative benefits
received by the members of the Company Group, on the one hand, and such Indemnitee, on the other, from such Transaction or
Securities Offering and (iii) if required by applicable law, any other relevant equitable considerations.
(c) For purposes of Section 3(a), the relative fault of each member of the Company Group, on the one hand, and of an
Indemnitee, on the other, shall be determined by reference to, among other things, their respective relative intent, knowledge, access to
information and opportunity to correct the state of facts giving rise to such Obligation. For purposes of Section 3(b), the relative fault
of each of the members of the Company Group, on the one hand, and of an Indemnitee, on the other, shall be determined by reference
to, among other things, (i) whether the included or omitted information relates to information supplied by the members of the
Company Group, on the one hand, or by such Indemnitee, on the other, (ii) their respective relative intent, knowledge, access to
information and opportunity to correct such inaccuracy, breach, default, untrue or alleged untrue statement, or omission or alleged
omission, and (iii) applicable law. For purposes of Section 3(a) or 3(b), the relative benefits received by each member of the Company
Group, on the one hand, and an Indemnitee, on the other, shall be determined by weighing the direct monetary proceeds to the
Company Group, on the one hand, and such Indemnitee, on the other, from such Transaction or Securities Offering.
(d) The parties hereto acknowledge and agree that it would not be just and equitable if contributions pursuant to
Section 3(a) or 3(b) were determined by pro rata allocation or by any other method of allocation that does not take into account the
equitable considerations referred to in such respective Section. No Indemnifying Party shall be liable under Section 3(a) or 3(b), as
applicable, for contribution to the amount paid or payable by any Indemnitee except to the extent and under such circumstances as
such Indemnifying Party would have been liable to indemnify, defend and hold harmless such Indemnitee under the corresponding
Section 2(a) or 2(b), as applicable, if such
10