American Home Shield 2009 Annual Report Download - page 199

indemnity were enforceable under applicable law. No Indemnitee shall be entitled to contribution from any Indemnifying Party with
respect to any Obligation covered by the indemnity specifically provided for in Section 2(b) in the event that such Indemnitee is
finally determined to be guilty of Fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in
connection with such Obligation and the Indemnifying Parties are not guilty of such fraudulent misrepresentation.
4. Indemnification Procedures.
(a) Whenever any Indemnitee shall have actual knowledge of the assertion of a Claim against it, Manager (acting on its
own behalf or, if requested by any such Indemnitee other than itself, on behalf of such indemnitee) or such Indemnitee shall notify the
appropriate member of the Company Group in writing of the Claim (the "Notice of Claim") with reasonable promptness after such
Indemnitee has such knowledge relating to such Claim and has notified Manager thereof; provided the failure or delay of Manager or
such Indemnitee to give such Notice of Claim shall not relieve any Indemnifying Party of its indemnification obligations under this
Agreement except to the extent that such omission results in a failure of actual notice to it and it is materially injured as a result of the
failure to give such Notice of Claim. The Notice of Claim shall specify all material facts known to Manager (or if given by such
Indemnitee, such Indemnitee) relating to such Claim and the monetary amount or an estimate of the monetary amount of the
Obligation involved if Manager (or if given by such Indemnitee, such Indemnitee) has knowledge of such amount or a reasonable
basis for making such an estimate. The Indemnifying Parties shall, at their expense, undertake the defense of such Claim with
attorneys of their own choosing reasonably satisfactory in all respects to Manager, subject to the right of Manager to undertake such
defense as hereinafter provided. Manager may participate in such defense with counsel of Manager's choosing at the expense of the
Indemnifying Parties. In the event that the Indemnifying Parties do not undertake the defense of the Claim within a reasonable time
after Manager has given the Notice of Claim, or in the event that Manager shall in good faith determine that the defense of any claim
by the Indemnifying Parties is inadequate or may conflict with the interest of any Indemnitee (including without limitation, Claims
brought by or on behalf of any member of the Company Group), Manager may, at the expense of the Indemnifying Parties and after
giving notice to the Indemnifying Parties of such action, undertake the defense of the Claim and compromise or settle the Claim, all
for the account of and at the risk of the Indemnifying Parties. In the defense of any Claim against an Indemnitee, no Indemnifying
Party shall, except with the prior written consent of Manager, consent to entry of any judgment or enter into any settlement that
includes any injunctive or other non-monetary relief or any payment of money by such Indemnitee, or that does not include as an
unconditional term thereof the giving by the Person or Persons asserting such Claim to such Indemnitee of an unconditional release
from all liability on any of the matters that are the subject of such Claim and an acknowledgement that Indemnitee denies all
wrongdoing in connection with such
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