American Home Shield 2009 Annual Report Download - page 259

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 indemnification.
In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4(b) or in connection
with indemnification for expenses incurred as a witness or incurred in connection with any Claim or portion thereof with respect to
which an Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by law in
connection with any other indemnification of an Indemnitee, and any such Determination, shall be made within 30 days after receipt
of a Notice of Claim, as follows:
(i) if no Change in Control has occurred, (x) by a majority vote of the directors of the Indemnifying
Parties who are not parties to such Claim, even though less than a quorum, or (y) by a committee of such directors designated
by majority vote of such directors, even though less than a quorum, or (z) if there are no such directors, or if such directors so
direct, by Independent
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