American Home Shield 2009 Annual Report Download - page 202

the extent and only to the extent required by such Adverse Determination or final judgment, the Indemnifying Parties shall not be
obligated to indemnify or advance expenses to such Indemnitee under this Agreement.
(g) Presumptions; Burden and Standard of Proof. In connection with any Determination, or any review of any
Determination, by any person, including a court:
(i) It shall be a presumption that a Determination is not required.
(ii) It shall be a presumption that an Indemnitee has met the applicable standard of conduct and that
indemnification of such Indemnitee is proper in the circumstances.
(iii) The burden of proof shall be on the Indemnifying Parties to overcome the presumptions set forth
in the preceding clauses (i) and (ii), and each such presumption shall only be overcome if the Indemnifying Parties establish
that there is no reasonable basis to support it.
(iv) The termination of any Proceeding by judgment, order, finding, settlement (whether with or
without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that
indemnification is not proper or that an Indemnitee did not meet the applicable standard of conduct or that a court has
determined that indemnification is not permitted by this Agreement or otherwise.
(v) Neither the failure of any person or persons to have made a Determination nor an Adverse
Determination by any person or persons shall be a defense to an Indemnitee's claim or create a presumption that an
Indemnitee did not meet the applicable standard of conduct, and any Proceeding commenced by an Indemnitee pursuant to
Section 4(f) shall be de novo with respect to all determinations of fact and law.
5. Certain Covenants. The rights of each Indemnitee to be indemnified under any other agreement, document,
certificate or instrument or applicable law are independent of and in addition to any rights of such Indemnitee to be indemnified under
this Agreement. The rights of Manager and each Indemnitee and the obligations of the Indemnifying Parties hereunder shall remain in
full force and effect regardless of any investigation made by or on behalf of such Indemnitee. Following the Transactions, each of the
Company Entities, and each of their corporate successors, shall implement and maintain in full force and effect any and all corporate
charter and by-law provisions that may be necessary or appropriate to enable it to carry out its obligations hereunder to the fullest
extent permitted by applicable law, including without limitation a provision of its
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