American Home Shield 2010 Annual Report Download - page 265

(b) [***] For avoidance of doubt, any action, claim, or dispute of or by a member of the Customer Group or a
divested entity or operation or any indemnified party under Section 14 shall be subject to any and all limitations and defenses
available to Service Provider under this Agreement or otherwise, as well as the Dispute Resolution Procedures. All rights of the
members of the Customer Group and each divested entity or operation, or any beneficiary under Section 14, are, and shall remain
throughout the Term and thereafter, subject to any waiver, amendment, change, or other modification to this Agreement agreed
between Service Provider and Customer, irrespective of any reliance or change in position of the members of the Customer Group or
any approval of any such Customer Group member, divested entity or operation, or indemnified party pursuant to Section 14, and no
consent, agreement or approval of such Customer Group member, divested entity or operation, or indemnified party pursuant to
Section 14 shall be required for such waiver, amendment, change or other modification.
17.10. Rules of Construction
Interpretation of the Agreement shall be governed by the following rules of construction: (a) words in the singular
shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context
requires, (b) the word "including" and words of similar import shall mean "including, without limitation," (c) provisions shall apply,
when appropriate, to successive events and transactions, (d) the headings contained herein are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement, (e) the words "herein," "hereto," "hereinafter" and words of
similar import refer to the Agreement as a whole, and (f) the Agreement was drafted with the joint participation of both Parties and
shall be construed neither against nor in favor of either, but rather in accordance with the fair meaning hereof. In the event of any
apparent conflicts or inconsistencies between the provisions of this Master Agreement, the Exhibits, the Transaction Documents, the
Schedules or other attachments to the Agreement and Transaction Documents, such provisions shall be interpreted so as to make them
consistent to the extent possible, and if such is not possible, the provisions of Section 1.2(d) shall control.
17.11. Further Assurances
During the Term and at all times thereafter, each Party shall provide to the other Party, at its request, reasonable
cooperation and assistance (including the execution and delivery of affidavits, declarations, oaths, assignments, samples, specimens
and any other documentation) as necessary to effect the terms of the Agreement.
17.12. Expenses
Each Party shall be responsible for the costs and expenses associated with the preparation or completion of the
Agreement and the transactions contemplated hereby except as specifically set forth in the Agreement.
17.13. Savings Clause
In no event will Service Provider be liable for any failure or delay in performing any obligations hereunder
(including Service Levels), or any resulting damages or Losses, to the extent caused by (a) failure of a member of the Customer Group
or their contractors to perform
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