American Home Shield 2009 Annual Report Download - page 220

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 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, each
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 such Indemnitee, as the case may be, and persons needed as witnesses who are employed by
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) An Indemnitee 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 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 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
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) An Indemnitee shall notify the Indemnifying Parties in writing of the amount of any Claim actually paid by such
Indemnitee (the "Notice of Payment"). The amount of any Claim actually paid by 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 such Indemnitee. The Indemnifying Parties shall make indemnification payments to 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
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