American Home Shield 2010 Annual Report Download - page 273

1.62 Exhibit means an attachment to the Master Agreement as such attachment may be amended from time to time.
1.63 [***]
1.64 Financial Audits has the meaning set forth in Section 9.7(c) of the Master Agreement.
1.65 Fixed Charges has the meaning set forth in the "Charges" Schedule to a Transaction Document.
1.66 Force Majeure Event means an event(s) meeting both of the following criteria:
(a) Caused by any of the following: (i) catastrophic weather conditions or other extraordinary elements of nature or
acts of God; (ii) extraordinary acts of government, acts of war, acts of terrorism, insurrection, riots, national or
regional strikes or labor disputes, civil disorders or rebellion; and (iii) epidemics, quarantines and embargoes;
provided, however, that the Parties expressly acknowledge and agree that Force Majeure Events do not include the
regulatory acts of Governmental Authorities; and
(b) The non-performing Party is without fault in causing or failing to prevent the occurrence of such event, and such
occurrence could not have been circumvented by reasonable precautions and could not have been mitigated through
performance of the Disaster Recovery Services.
1.67 GAAP means generally accepted accounting principles prevailing from time to time in the United States.
1.68 Governmental Authority means any nation or government, any federal, state, province, territory, city, town, municipality,
county, local or other political subdivision thereof or thereto, any quasi-Governmental Authority, and any court, tribunal, arbitral
body, taxation authority, department, commission, board, bureau, agency, instrumentality thereof or thereto or otherwise which
exercises executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.
1.69 Internal Use Code means computer programming code (including both source and object code versions) that is not generally
commercially available, incorporated by or on behalf of the Service Provider and/or its subcontractors into the Customer Systems to
cause and/or enable the components of the Customer Systems to be integrated, compatible and/or interoperable, and/or to remediate
and/or provide work-arounds for any failure of the Customer Systems to operate as necessary to perform and provide the Services in
accordance with this Agreement, but does not include software tools used to generate computer programming code or to provide
monitoring or diagnostic functionality.
1.70 Intellectual Property Rightsmeans any and all intellectual property rights existing from time to time under any Law
including patent law, copyright law, trade secret law, trademark law (together with all of the goodwill associated therewith) and any
and all other proprietary rights, and any and all applications, renewals, extensions and restorations of any of the foregoing, now
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