American Home Shield 2010 Annual Report Download - page 224

(b) Authorized Agreement. This Agreement has been, and each Transaction Document will be, duly
authorized, executed and delivered by Customer and constitutes or will constitute, as applicable, a valid and binding agreement of
Customer, enforceable against Customer in accordance with its terms.
(c) No Default. Neither the execution and delivery of this Agreement or any Transaction Document by
Customer, nor the consummation of the transactions contemplated hereby or thereby, shall result in the breach of any term or
provision of, or constitute a default under, any organizational document of Customer or any agreement (subject to any applicable
consent) or Law to which Customer is a Party or which is otherwise applicable to Customer.
(d) Consents. Except as otherwise provided in this Agreement (including Section 9.5, Required Consents), no
authorizations or other consents, approvals or notices of or to any Person are required in connection with (i) the execution, delivery
and performance by Customer of this Agreement or any Transaction Document, (ii) the use by Service Provider of the Customer
Assets to perform the Services in accordance with the applicable provisions of this Agreement, or (iii) the validity and enforceability
of this Agreement and any Transaction Document.
(e) No Litigation. There is no action, suit, proceeding or investigation pending or, to Customer's knowledge,
threatened, that questions the validity of the Agreement or Customer's right to enter into this Agreement or any Transaction
Document or to consummate any of the transactions contemplated by them.
6.2. Representations and Warranties of Service Provider
Service Provider represents and warrants to Customer as follows as of the Effective Date and as of the Execution of
each Transaction Document:
(a) Organization; Power. Service Provider (i) is a corporation, duly organized, validly existing and in good
standing under the laws of New York, and (ii) has full corporate 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.
(b) Authorized Agreement. This Agreement has been and each Transaction Document will be duly
authorized, executed and delivered by Service Provider and constitutes or will constitute, as applicable, a valid and binding
agreement of Service Provider, enforceable against Service Provider in accordance with its terms.
(c) No Default. Neither the execution and delivery of this Agreement or any Transaction Document by
Service Provider, nor the consummation of the transactions contemplated hereby or thereby, shall result in the breach of any term or
provision of, or constitute a default under, any charter provision or bylaw, agreement (subject to any applicable consent) or Law to
which Service Provider is a Party or that is otherwise applicable to Service Provider.
(d) Consents. Except as otherwise provided in this Agreement (including Section 9.5, Required Consents), no
authorizations or other consents, approvals or notices of or
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to any Person are required in connection with (i) the execution, delivery and performance by Service Provider of this Agreement or
any Transaction Document, (ii) the use by Customer of the Service Provider Assets and the development, implementation or
operation of the Service Provider Software and Service Provider Systems necessary for Service Provider to perform the Services in
accordance with the applicable provisions of this Agreement, or (iii) the validity and enforceability of this Agreement.
(e) No Infringement. Service Provider represents and warrants that (i) the Service Provider Assets and any
Deliverable or information provided as part of the Services by Service Provider (or any Service Provider agent, contractor,
subcontractor or representative)(collectively, the "Covered Resources"), and Customer's use thereof (or access or exercise of any
other rights granted under this agreement with respect to such Covered Resources) or any Third Party's use (or such access or
exercise) thereof authorized by Service Provider in any circumstance, and (ii) the Services, and the Customer Group's receipt thereof,
shall not infringe or misappropriate the Intellectual Property Rights of any Third Party, or otherwise conflict with the rights of any
Third Party; provided, however, that Service Provider makes no representation or warranty to the extent that any infringement or
misappropriation is caused by: (i) modification of such Covered Resource by Customer, the other members of the Customer Group,
its and their Affiliates, and the respective current, future and former officers, directors, employees, agents, successors and assigns of
each of the foregoing, and each of the foregoing persons or entities, except as authorized by Service Provider in writing; (ii) any such
person's use of such Covered Resource in combination with any product or equipment not owned or provided by Service Provider,
except where Service Provider knew that such combination would be or was used by such person and did not object (Service
Provider will be deemed to have knowledge of such combinations only if they are described or referred to in, or are reasonably
apparent from, the Agreement or any documentation exchanged by Service Provider, its Affiliates and subcontractors and the
members of the Customer Group and, in each case, their respective representatives); (iii) resources provided by Customer or the
Customer Group for use by Service Provider and/or its subcontractors; (iv) business processes that were used by the Customer Group
before they were taken over in whole or in part by Service Provider; or (v) Services or the results thereof conforming to or based
upon designs or specifications provided by members of the Customer Group or at the direction of members of the Customer Group.
Service Provider has obtained, and will obtain, all rights and licenses required from Third Parties to (x) operate, use, license and
provide the Service Provider Assets, (y) provide the Services, and (z) otherwise perform its obligations under this Agreement.