American Home Shield 2009 Annual Report Download - page 200

matters. The Indemnifying Parties shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Claim if
such settlement is effected by such Indemnitee without the prior written consent of the Company (on behalf of all Indemnifying
Parties), which shall not be unreasonably withheld. In each case, Manager and each other Indemnitee seeking indemnification
hereunder will cooperate with the Indemnifying Parties, so long as an Indemnifying Party is conducting the defense of the Claim, in
the preparation for and the prosecution of the defense of such Claim, including making available evidence within the control of
Manager or such Indemnitee, as the case may be, and persons needed as witnesses who are employed by Manager or such Indemnitee,
as the case may be, in each case as reasonably needed for such defense and at cost, which cost, to the extent reasonably incurred, shall
be paid by the Indemnifying Parties.
(b) The Manager shall notify the Indemnifying Parties in writing of the amount requested for advances ("Notice of
Advances"). The Indemnifying Parties hereby agree to advance reasonable costs and Expenses incurred by Manager (acting on its own
behalf or, if requested by any such Indemnitee other than itself, on behalf of such Indemnitee) or any Indemnitee in connection with
any Claim (but not for any Claim initiated or brought voluntarily by an Indemnitee other than a Proceeding pursuant to Section 2(c))
in advance of the final disposition of such Claim without regard to whether Indemnitee will ultimately be entitled to be indemnified
for such costs and expenses upon receipt of an undertaking by or on behalf of Manager or such Indemnitee to repay amounts so
advanced if it shall ultimately be determined in a decision of a court of competent jurisdiction from which no appeal can be taken that
Manager or such Indemnitee is not entitled to be indemnified by the Indemnifying Parties as authorized by this Agreement. The
Indemnifying Parties shall make payment of such advances no later than 10 days after the receipt of the Notice of Advances.
(c) Manager shall notify the Indemnifying Parties in writing of the amount of any Claim actually paid by Manager or
any other Indemnitee (the "Notice of Payment"). The amount of any Claim actually paid by Manager or such Indemnitee shall bear
simple interest at the rate equal to the JPMorgan Chase Bank, N.A. prime rate as of the date of such payment plus 2% per annum,
from the date the Indemnifying Parties receive the Notice of Payment to the date on which any Indemnifying Party shall repay the
amount of such Claim plus interest thereon to Manager or such Indemnitee. The Indemnifying Parties shall make indemnification
payments to the Manager or such Indemnitee no later than 30 days after receipt of the Notice of Payment.
(d) Determination. The members of the Company Group intend that Indemnitee shall be indemnified to the fullest extent
permitted by law as provided in Section 2 and that no Determination shall be required in connection with such indemnification. In no
event shall a Determination be required in connection with advancement of expenses pursuant to Section 4(b) or in connection with
indemnification for expenses incurred as a witness or incurred in connection with any Claim or portion
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