American Home Shield 2009 Annual Report Download - page 226

8. Governing Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by
the law of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such
principles would require or permit the application of the laws of another jurisdiction.
9. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
10. Successors; Binding Effect. Each Indemnifying Party will require any successor (whether direct or indirect, by
purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and assets of such Indemnifying
Party, by agreement in form and substance satisfactory to the Investor, the Other Investors and their counsel, expressly to assume and
agree to perform this Agreement in the same manner and to the same extent that such Indemnifying Party would be required to
perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of each party hereto and
its successors and permitted assigns, and each other Indemnitee, but neither this Agreement nor any right, interest or obligation
hereunder shall be assigned, whether by operation of law or otherwise, by the Company Entities without the prior written consent of
the Investor and the Other Investors.
11. Miscellaneous. The headings contained in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement. This Agreement is not intended to confer any right or remedy hereunder upon
any Person other than each of the parties hereto and their respective successors and permitted assigns and each other Indemnitee. No
amendment, modification, supplement or discharge of this Agreement, and no waiver hereunder shall be valid and binding unless set
forth in writing and duly executed by the party or other Indemnitee against whom enforcement of the amendment, modification,
supplement or discharge is sought. Neither the waiver by any of the parties hereto or any other Indemnitee of a breach of or a default
under any of the provisions of this Agreement, nor the failure by any party hereto or any other Indemnitee on one or more occasions,
to enforce any of the provisions of this Agreement or to exercise any right, powers or privilege hereunder, shall be construed as a
waiver of any other breach or default of a similar nature, or as a waiver of any provisions hereof, or any rights, powers or privileges
hereunder. The rights, indemnities and remedies herein provided are cumulative and are not exclusive of any rights, indemnities or
remedies that any party or other Indemnitee may otherwise have by contract, at law or in equity or otherwise, provided that (i) to the
extent that any Indemnitee is entitled to be indemnified by any member of the Company Group and by any other Indemnitee or any
insurer under a policy procured by any Indemnitee, the obligations of the members of the Company Group hereunder shall be primary
and the obligations of such other Indemnitee or insurer secondary, and (ii) no member of the
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