American Home Shield 2010 Annual Report Download - page 249

In the event of any termination, Customer's notice to Service Provider shall specify a termination date no less than ninety (90) days
after the date of the notice (or such longer period as may be specified in this Section 12.1, above), and, upon the cessation of the
Services, the Charges for the portion of the Services so terminated shall be removed from the "Charges" Schedule to the Transaction
Document and any other terms shall be equitably adjusted to reflect the termination of such portion of the Services. Customer's right
to terminate the Agreement or any Transaction Document under this Section 12.1 shall be subject to Customer's payment of the
applicable Termination Charges as specified in Section 12.3.
12.2. Termination by Service Provider
Service Provider may terminate this Agreement if, and only if, Customer does not pay amounts when due hereunder
or comply with the payment obligations set forth in Section 4.8 (Disputed Charges/Credits)_within [***] after receiving such notice.
In the event of a termination by Service Provider pursuant to this Section, Customer shall pay to Service Provider as its exclusive
remedy (in addition to any accrued and unpaid charges) the Termination Charge described in Section 12.3.
12.3. Termination Charges
(a) Payment of Termination Charges. In the event of a termination of the Agreement or any Transaction
Document pursuant to Sections 12.1 or 12.2, Customer shall pay Service Provider the applicable Termination Charge, if any,
specified in the "Charges" Schedule to a Transaction Document[***].
(b) Cessation of Charges. Except as set forth in Sections 12.3(a) and 12.4(d), Customer shall not be obligated
to pay any Charges that would otherwise accrue and be payable by Customer pursuant to the Agreement or any Transaction
Document after the effective date of the expiration or termination of the Agreement or any such Transaction Document.
12.4. Termination Assistance Services
(a) Cooperation. The Parties agree that Service Provider will cooperate with the members of the Customer
Group to assist in the orderly transfer of the services, functions, responsibilities, tasks and operations comprising the Services under
each Transaction Document provided by Service Provider thereunder to one or more members of the Customer Group itself or a
Successor Service Provider in connection with the expiration or earlier termination of the Agreement and/or each Transaction
Document for any reason, however described. The Services include Termination Assistance Services and the Termination
Assistance Services shall include (i) providing the members of the Customer Group and their respective agents, contractors and
consultants, as necessary, with the services described in the "Termination Assistance Services" Schedule to a Transaction Document
and such other portions of the Services as Customer may request; and (ii) providing the members of the Customer Group and Third
Parties participating in the transition activities, with access to the Procedures Manual developed for Customer, materials, equipment,
software and other resources (including human resources) used by Service Provider to deliver the Services, as reasonably necessary
to support the transition of the relevant Services from Service Provider to
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