American Home Shield 2009 Annual Report Download - page 265

or otherwise) to all or substantially all of the business and assets of such Indemnifying Party, by agreement in form and substance
satisfactory to the Investor and its counsel, expressly to assume and agree to perform this Agreement in the same manner and to the
same extent that such Indemnifying Party would be required to perform if no such succession had taken place. This Agreement shall
be binding upon and inure to the benefit of each party hereto and its successors and permitted assigns, and each other Indemnitee, but
neither this Agreement nor any right, interest or obligation hereunder shall be assigned, whether by operation of law or otherwise, by
the Company Entities without the prior written consent of the Investor.
11. Miscellaneous. The headings contained in this Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement. This Agreement is not intended to confer any right or remedy hereunder
upon any Person other than each of the parties hereto and their respective successors and permitted assigns and each other
Indemnitee. No amendment, modification, supplement or discharge of this Agreement, and no waiver hereunder shall be valid and
binding unless set forth in writing and duly executed by the party or other Indemnitee against whom enforcement of the amendment,
modification, supplement or discharge is sought. Neither the waiver by any of the parties hereto or any other Indemnitee of a breach
of or a default under any of the provisions of this Agreement, nor the failure by any party hereto or any other Indemnitee on one or
more occasions, to enforce any of the provisions of this Agreement or to exercise any right, powers or privilege hereunder, shall be
construed as a waiver of any other breach or default of a similar nature, or as a waiver of any provisions hereof, or any rights, powers
or privileges hereunder. The rights, indemnities and remedies herein provided are cumulative and are not exclusive of any rights,
indemnities or remedies that any party or other Indemnitee may otherwise have by contract, at law or in equity or otherwise, provided
that (i) to the extent that any Indemnitee is entitled to be indemnified by any member of the Company Group and by any other
Indemnitee or any insurer under a policy procured by any Indemnitee, the obligations of the members of the Company Group
hereunder shall be primary and the obligations of such other Indemnitee or insurer secondary, and (ii) no member of the Company
Group shall be entitled to contribution or indemnification from or subrogation against such other Indemnitee or insurer. This
Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.
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