American Home Shield 2009 Annual Report Download - page 257

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 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 such indemnity, then the Indemnifying Parties, jointly and severally, shall
contribute to the amount paid or payable by such Indemnitee as a result of such Obligation in such proportion as is appropriate to
reflect (i) the relative fault of each member of the Company Group, on the one hand, and such Indemnitee, on the other, in connection
with the state of facts giving rise to such Obligation, (ii) if such Obligation results from, arises out of, is based upon or relates to the
Transactions or any Securities Offering, the relative benefits received by each member of the Company Group, on the one hand, and
such Indemnitee, on the other, from such Transaction or Securities Offering and (iii) if required by applicable law, any other relevant
equitable considerations.
(b) If for any reason the indemnity specifically provided for in Section 2(b) is unavailable or is insufficient to hold
harmless any Indemnitee from any of the Obligations covered by such indemnity, then the Indemnifying Parties, jointly and
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