American Home Shield 2009 Annual Report Download - page 254

other person who is or becomes a director or an officer of any member of the Company Group, in each case irrespective of the
capacity in which such person acts.
(j) "Independent Legal Counsel" means an attorney or firm of attorneys competent to render an opinion under the
applicable law, selected in accordance with the provisions of Section 4(e), who has not otherwise performed any services for any
member of the Company Group or for any Indemnitee within the last three years (other than with respect to matters concerning the
rights of an Indemnitee under this Agreement or other indemnitees under indemnity agreements similar to this Agreement).
(k) "Obligations" means, collectively, any and all claims, obligations, liabilities, causes of actions, Proceedings,
investigations, judgments, decrees, losses, damages (including punitive and exemplary damages), fees, fines, penalties, amounts paid
in settlement, costs and Expenses (including without limitation interest, assessments and other charges in connection therewith and
disbursements of attorneys, accountants, investment bankers and other professional advisors), in each case whether incurred, arising or
existing with respect to third parties or otherwise at any time or from time to time.
(l) "Person" means an individual, corporation, limited liability company, limited or general partnership, trust or other
entity, including a governmental or political subdivision or an agency or instrumentality thereof.
(m) "Proceeding" means a threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including without limitation a claim, demand, discovery request, formal or informal investigation,
inquiry, administrative hearing, arbitration or other form of alternative dispute resolution, including an appeal from any of the
foregoing.
(n) "Public Offering" means the first day as of which (i) sales of Shares are made to the public in the United States
pursuant to an underwritten public offering led by one or more underwriters at least one of which is an underwriter of nationally
recognized standing or (ii) the board of directors of the Company has determined that Shares otherwise have become publicly-traded
for this purpose.
(o) "Related Document" means any agreement, certificate, instrument or other document to which any member of the
Company Group may be a party or by which it or any of its properties or assets may be bound or affected from time to time relating in
any way to the Transactions or any Securities Offering or any of the transactions contemplated thereby, including without limitation,
in each case as the same may be amended from time to time, (i) any registration statement filed by or on behalf of any member of the
Company Group with the Commission in connection with the Transactions or any Securities Offering, including all exhibits, financial
statements and
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