American Home Shield 2010 Annual Report Download - page 223

5.6. Disabling Code
Service Provider covenants that Service Provider will take commercially reasonable diligent steps (and, in any case,
not less than the measures it takes with respect to software developed or licensed for its own usage) to ensure that there is no Disabling
Code introduced into any Service Provider Software or Deliverables. Service Provider further covenants that with respect to any
Disabling Code that may be part of the Service Provider Software, Customer Software or Deliverables, Service Provider will not
invoke Disabling Code at any time, including upon expiration or termination of the Agreement or any Transaction Document for any
reason.
5.7. Services Not to be Withheld
(a) Prohibition. Service Provider shall not [***] refusal by Service Provider to provide or perform any of the
Designated Services in breach of Service Provider's obligations under the terms of the Agreement and/or any Transaction
Document. For the purposes of the definition of "Abandon" or "Abandonment" in this Section 5.7,
(i) [***]; and
(ii) [***]
(b) Injunctive Relief. If Service Provider breaches or threatens to breach Section 5.7(a) [***], Service
Provider agrees that Customer will be irreparably harmed, and, without any additional findings of irreparable injury or harm or other
considerations of public policy, Customer shall have the right to apply to any court of competent jurisdiction for and, provided that
Customer follows the appropriate procedural requirements (e.g., notice), Service Provider shall not oppose the granting of an
injunction compelling specific performance by Service Provider of its obligations under the Agreement and/or the applicable
Transaction Document with respect to such [***] Services (i) except to require that Customer establish that Service Provider has
[***] and (ii) except to the extent that the injunctive relief granted [***], Customer shall not be required to post any bond or other
security in connection with any such injunction. Customer's rights under this paragraph shall be in addition to any other remedy
available under this Agreement, at law or in equity (including the right to recover damages).
6. REPRESENTATIONS AND WARRANTIES
6.1. Representations and Warranties of Customer
Customer represents and warrants to Service Provider as follows as of the Effective Date and as of the Execution
Date of each Transaction Document:
(a) Organization; Power. Customer (i) is a limited partnership duly organized, validly existing and in good
standing under the laws of the State of Delaware, and (ii) has full partnership power to own, lease, license and operate its properties
and assets and to conduct its business as currently conducted and to enter into this Agreement.
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