American Home Shield 2009 Annual Report Download - page 238

in each case including but not limited to any and all fees, costs and Expenses (including without limitation fees and disbursements of
attorneys and other professional advisers) incurred by or on behalf of any Indemnitee in asserting, exercising or enforcing any of its
rights, powers, privileges or remedies in respect of this Agreement, the Transaction Fee Agreement or the Consulting Agreement.
(b) Without in any way limiting the foregoing Section 2(a), each of the Indemnifying Parties agrees, jointly and
severally, to indemnify, defend and hold harmless each Indemnitee from and against any and all Obligations resulting from, arising
out of or in connection with, based upon or relating to liabilities under the Securities Act, the Exchange Act or any other applicable
securities or other laws, rules or regulations in connection with (i) the inaccuracy or breach of or default under any representation,
warranty, covenant or agreement in any Related Document, (ii) any untrue statement or alleged untrue statement of a material fact
contained in any Related Document or (iii) any omission or alleged omission to state in any Related Document a material fact required
to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, the Indemnifying
Parties shall not be obligated to indemnify such Indemnitee from and against any such Obligation to the extent that such Obligation
arises out of or is based upon an untrue statement or omission made in such Related Document in reliance upon and in conformity
with written information furnished to the Indemnifying Parties, as the case may be, in an instrument duly executed by such Indemnitee
and specifically stating that it is for use in the preparation of such Related Document.
(c) Without limiting the foregoing, in the event that any Proceeding is initiated by an Indemnitee or any member of the
Company Group to enforce or interpret this Agreement or any rights of such Indemnitee to indemnification or advancement of
expenses (or related Obligations of such Indemnitee) under any member of the Company Group's certificate of incorporation or
bylaws, any other agreement to which Indemnitee and any member of the Company Group are party, any vote of directors of any
member of the Company Group, the Delaware General Corporate Law, any other applicable law or any liability insurance policy, the
Indemnifying Parties shall indemnify such Indemnitee against all costs and Expenses incurred by such Indemnitee or on such
Indemnitee's behalf (including by Investor Associates or its Affiliates for all costs and Expenses incurred by such Person) in
connection with such Proceeding, whether or not such Indemnitee is successful in such Proceeding, except to the extent that the court
presiding over such Proceeding determines that material assertions made by such Indemnitee in such Proceeding were in bad faith or
were frivolous.
3. Contribution.
(a) If for any reason the indemnity provided for in Section 2(a) is unavailable or is insufficient to hold harmless any
Indemnitee from any of the Obligations covered by
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