American Home Shield 2009 Annual Report Download - page 260

Legal Counsel in a written opinion to the Indemnifying Party and such Indemnitee; and
(ii) if a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the
Indemnifying Parties (or their successors) and such Indemnitee.
The Indemnifying Parties shall pay all expenses incurred by Indemnitee in connection with a Determination.
(e) Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall
be selected by the board of directors of the Company and approved by Indemnitee (which approval shall not be unreasonably withheld
or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the
Company (which approval shall not be unreasonably withheld or delayed). The Indemnifying Parties shall pay the fees and expenses
of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all Expenses, claims, liabilities and damages
arising out of or relating to its engagement.
(f) Consequences of Determination; Remedies of Indemnitee. The Indemnifying Parties shall be bound by
and shall have no right to challenge a Favorable Determination. If an Adverse Determination is made, or if for any other reason the
Indemnifying Parties do not make timely indemnification payments or advances of expenses, Indemnitee shall have the right to
commence a Proceeding before a court of competent jurisdiction to challenge such Adverse Determination and/or to require the
Indemnifying Parties to make such payments or advances. An Indemnitee shall be entitled to be indemnified for all Expenses incurred
in connection with such a Proceeding in accordance with Section 2 and to have such Expenses advanced by the Company in
accordance with Section 4(b). If an Indemnitee fails to timely challenge an Adverse Determination, or if an Indemnitee challenges an
Adverse Determination and such Adverse Determination has been upheld by a final judgment of a court of competent jurisdiction
from which no appeal can be taken, then, to the extent and only to the extent required by such Adverse Determination or final
judgment, the Indemnifying Parties shall not be obligated to indemnify or advance expenses to such Indemnitee under this Agreement.
(g) Presumptions; Burden and Standard of Proof. In connection with any Determination, or any review of any
Determination, by any person, including a court:
(i) It shall be a presumption that a Determination is not required.
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