American Home Shield 2010 Annual Report Download - page 263

commence and implement all of the Services relating to the security requirements pursuant to Section 3.2(d) and to the disaster
recovery requirements set forth in the Disaster Recovery Plan, except to the extent such performance is also affected by the Force
Majeure Event.
(c) Extended Nonperformance. If a Force Majeure Event substantially prevents, hinders or delays Service
Provider's performance of any Services for more than (i) the period specified in the "Disaster Recovery Requirements" Schedule for
full recovery of the Services, or (ii) if no such period is specified, three (3) Business Days, then Customer may procure replacement
services from an alternate source[***], Customer shall not be obligated to pay Service Provider the Charges for the portion of the
applicable Services that are the subject of a termination notice pursuant to Section 12.1(i)(2) beyond the date of such termination.
17.4. Waiver
No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or
subsequent breach of the same or any other provisions hereof.
17.5. Severability
If any provision of the Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be deemed to
be restated to reflect the Parties' original intentions as nearly as possible in accordance with applicable Law(s).
17.6. Counterparts
This Master Agreement and each Transaction Document may be executed in counterparts. Each such counterpart
shall be an original and together shall constitute but one and the same document. The Parties agree that a photographic or facsimile
copy of the signature evidencing a Party's execution of this Agreement shall be effective as an original signature and may be used in
lieu of the original for any purpose.
17.7. Binding Nature and Assignment
The Agreement will be binding on the Parties and their respective successors and permitted assigns. Except as
provided in this Section 17.7, neither Party may, or will have the power to, assign the Agreement (or any rights thereunder) by
operation of law or otherwise without the prior written consent of the other, except that a Party may assign its rights and delegate its
duties and obligations under this Agreement without such consent (a) to an Affiliate or (b) as a whole as part of the sale or transfer of
all or substantially all of its assets and business, including by merger or consolidation, to or with a Person (i) that agrees in writing to
be bound by the terms and conditions of this Agreement and (ii) the senior unsecured debt of which is rated at least as highly by one or
more "Nationally Recognized Statistical Rating Organizations" (as defined by the rules and regulations of the United States Securities
and Exchange Commission) as the senior unsecured debt of Customer as of the Original Effective Date. Any attempted assignment
that does not comply with the terms of this Section 17.7 shall be null and void.
60