Compensation for Corporate Services. (a) In accordance with the payment terms described in Section 3.2 below, RECEIVING PARTY agrees to timely pay PROVIDING PARTY, as compensation for the Corporate Services provided hereunder, all fees as contemplated in Section 1.1 (the "Corporate Service Fees") and in Section 2.3 (the "Transition Assistance Fees"). (b) Without limiting the foregoing, the parties acknowledge that RECEIVING PARTY is also obligated to pay, or reimburse PROVIDING PARTY for its payment of, all Out of Pocket Costs (as defined below); provided, however, that the incurrence of any liability by RECEIVING PARTY or any of its Subsidiaries for any New Out of Pocket Cost (as defined below) that requires the payment by RECEIVING PARTY or one of its Subsidiaries of more than $50,000, on an annualized basis, shall require the prior written approval of a full-time employee of RECEIVING PARTY or one of its Subsidiaries. For purposes hereof, the term "Out of Pocket Costs" means all fees, costs or other expenses payable by RECEIVING PARTY or its Subsidiaries to third parties that are not affiliates of PROVIDING PARTY in connection with Services provided hereunder; and the term "New Out of Pocket Cost" means any Out of Pocket Cost incurred after the Effective Date that is not a continuation of services provided to FNF or one of its Subsidiaries in the ordinary course of business consistent with past practices and for which FNF had paid or reimbursed a portion thereof prior to the Effective Date.
Appears in 2 contracts
Samples: Corporate Services Agreement (Fidelity National Title Group, Inc.), Corporate Services Agreement (Fidelity National Title Group, Inc.)
Compensation for Corporate Services. (a) In accordance with the payment terms described in Section 3.2 below, RECEIVING PARTY agrees to timely pay PROVIDING PARTY, as compensation for the Corporate Services provided hereunder, all fees as contemplated in Section 1.1 (the "Corporate Service Fees") and in Section 2.3 (the "Transition Assistance Fees").
(b) Without limiting the foregoing, the parties acknowledge that RECEIVING PARTY is also obligated to pay, or reimburse PROVIDING PARTY for its payment of, all Out of Pocket Costs (as defined below); provided, however, that the incurrence of any liability by RECEIVING PARTY or any of its Subsidiaries for any New Out of Pocket Cost (as defined below) that requires the payment by RECEIVING PARTY or one of its Subsidiaries of more than $50,000, on an annualized basis, shall require the prior written approval of a full-time employee of RECEIVING PARTY or one of its Subsidiaries. For purposes hereof, the term "Out of Pocket Costs" means all fees, costs or other expenses payable by RECEIVING PARTY or its Subsidiaries to third parties that are not affiliates Affiliates of PROVIDING PARTY in connection with Services provided hereunder; , solely to the extent that such fees, costs and other expenses have not historically been included in FNF Administrative Overhead (as defined below) because such fees, costs or other expenses have historically been billed directly to a department/cost center or division of FIS or one of its Subsidiaries. For purposes hereof, the term "New Out of Pocket Cost" means any Out of Pocket Cost incurred after the Effective Date that is not a continuation of services provided to FNF FIS or one of its Subsidiaries in the ordinary course of business consistent with past practices and for which FNF FIS had paid or reimbursed a portion thereof prior to the Effective Date.
Appears in 2 contracts
Samples: Corporate Services Agreement (Fidelity National Title Group, Inc.), Corporate Services Agreement (Fidelity National Title Group, Inc.)
Compensation for Corporate Services. (a) In accordance with the payment terms described in Section 3.2 below, RECEIVING PARTY agrees to timely pay PROVIDING PARTY, as compensation for the Corporate Services provided hereunder, all fees as contemplated in Section 1.1 (the "Corporate Service Fees") and in Section 2.3 (the "Transition Assistance Fees").
(b) Without limiting the foregoing, the parties Parties acknowledge that RECEIVING PARTY is also obligated to pay, or reimburse PROVIDING PARTY for its payment of, all Out of Pocket Costs (as defined below); provided, however, that the incurrence of any liability by RECEIVING PARTY or any of its Subsidiaries for any New Out of Pocket Cost (as defined below) that requires the payment by RECEIVING PARTY or one of its Subsidiaries of more than $50,000200,000, on an annualized basis, shall require either (i) the prior written approval of a full-time employee of RECEIVING PARTY or one of its Subsidiaries. For purposes hereof, or (ii) the term "subsequent approval of the chief accounting officer of RECEIVING PARTY (or his/her designee) after his/her receipt of the Monthly Recap Report (as defined in Section 3.3) provided to RECEIVING PARTY for the calendar month in which the New Out of Pocket Costs" means all fees, costs Cost was incurred or other expenses payable paid by PROVIDING PARTY on behalf of RECEIVING PARTY. If (x) PROVIDING PARTY has not obtained the prior approval of a full-time employee of RECEIVING PARTY or one of its Subsidiaries before incurring or paying any New Out of Pocket Cost that exceeds $200,000 on an annualized basis, and (y) after receiving and reviewing the applicable Monthly Recap Report, the chief accounting officer of RECEIVING PARTY (or his/her designee) has not expressly approved the New Out of Pocket Cost in question, then RECEIVING PARTY shall be entitled to third parties dispute the New Out of Pocket Cost until the close of the next audit cycle, provided that are not affiliates of if PROVIDING PARTY in connection disagrees with Services provided hereunder; and RECEIVING PARTY's dispute of the term "New Out of Pocket Cost" means any Out of Pocket Cost incurred after the Effective Date that is not a continuation of services provided to FNF or one of its Subsidiaries in the ordinary course of business consistent with past practices and for which FNF had paid or reimbursed a portion thereof prior to the Effective Date., then PROVDING
Appears in 2 contracts
Samples: Corporate Services Agreement (Fidelity National Title Group, Inc.), Reverse Corporate Services Agreement (Fidelity National Title Group, Inc.)
Compensation for Corporate Services. (a) In accordance with the payment terms described in Section 3.2 below, RECEIVING PARTY agrees to timely pay PROVIDING PARTY, as compensation for the Corporate Services provided hereunder, all fees as contemplated in Section 1.1 (the "Corporate Service Fees") and in Section 2.3 (the "Transition Assistance Fees").
(b) Without limiting the foregoing, the parties acknowledge that RECEIVING PARTY is also obligated to pay, or reimburse PROVIDING PARTY for its payment of, all Out of Pocket Costs (as defined below); provided, however, that the incurrence of any liability by RECEIVING PARTY or any of its Subsidiaries for any New Out of Pocket Cost (as defined below) that requires the payment by RECEIVING PARTY or one of its Subsidiaries of more than $50,000, on an annualized basis, shall require the prior written approval of a full-time employee of RECEIVING PARTY or one of its Subsidiaries. For purposes hereof, the term "Out of Pocket Costs" means all fees, costs or other expenses payable by RECEIVING PARTY or its Subsidiaries to third parties that are not affiliates of PROVIDING PARTY in connection with Services provided hereunder; and the term "New Out of Pocket Cost" means any Out of Pocket Cost incurred after the Effective Date that is not a continuation of services provided to FNT or its Subsidiaries, or to FNF or one of its Subsidiaries Subsidiaries, in the ordinary course of business consistent with past practices and for which FNF RECEIVING PARTY had paid or reimbursed a portion thereof prior to the Effective Date.
Appears in 2 contracts
Samples: Corporate Services Agreement (Fidelity National Title Group, Inc.), Corporate Services Agreement (Fidelity National Title Group, Inc.)
Compensation for Corporate Services. (a) In accordance with the payment terms described in Section 3.2 below, RECEIVING PARTY agrees to timely pay PROVIDING PARTY, as compensation for the Corporate Services provided hereunder, all fees as contemplated in Section 1.1 (the "“Corporate Service Fees"”) and in Section 2.3 (the "“Transition Assistance Fees"”).
(b) Without limiting the foregoing, the parties Parties acknowledge that RECEIVING PARTY is also obligated to pay, or reimburse PROVIDING PARTY for its payment of, all Out of Pocket Costs (as defined below); provided, however, that the incurrence of any liability by RECEIVING PARTY or any of its Subsidiaries for any New Out of Pocket Cost (as defined below) that requires the payment by RECEIVING PARTY or one of its Subsidiaries of more than $50,000200,000, on an annualized basis, shall require either (i) the prior written approval of a full-time employee of RECEIVING PARTY or one of its Subsidiaries. For purposes hereof, or (ii) the term "Out subsequent approval of Pocket Costs" means all fees, costs or other expenses payable by the chief accounting officer of RECEIVING PARTY (or its Subsidiaries his/her designee) after his/her receipt of the Monthly Recap Report (as defined in Section 3.3) provided to third parties that are not affiliates of PROVIDING RECEIVING PARTY for the calendar month in connection with Services provided hereunder; and which the term "New Out of Pocket Cost" means any Out Cost was incurred or paid by PROVIDING PARTY on behalf of Pocket Cost incurred after RECEIVING PARTY. If (x) PROVIDING PARTY has not obtained the Effective Date that is not prior approval of a continuation full-time employee of services provided to FNF RECEIVING PARTY or one of its Subsidiaries before incurring or paying any New Out of Pocket Cost that exceeds $200,000 on an annualized basis, and (y) after receiving and reviewing the applicable Monthly Recap Report, the chief accounting officer of RECEIVING PARTY (or his/her designee) has not expressly approved the New Out of Pocket Cost in question, then RECEIVING PARTY shall be entitled to dispute the ordinary course of business consistent with past practices and for which FNF had paid or reimbursed a portion thereof prior to the Effective Date.New Out of
Appears in 1 contract
Samples: Corporate Services Agreement (Fidelity National Information Services, Inc.)
Compensation for Corporate Services. (a) In accordance with the payment terms described in Section 3.2 below, RECEIVING PARTY agrees to timely pay PROVIDING PARTY, as compensation for the Corporate Services provided hereunder, all fees as contemplated in Section 1.1 (the "“Corporate Service Fees"”) and in Section 2.3 (the "“Transition Assistance Fees"”).
(b) Without limiting the foregoing, the parties Parties acknowledge that RECEIVING PARTY is also obligated to pay, or reimburse PROVIDING PARTY for its payment of, all Out of Pocket Costs (as defined below); provided, however, that the incurrence of any liability by RECEIVING PARTY or any of its Subsidiaries for any New Out of Pocket Cost (as defined below) that requires the payment by RECEIVING PARTY or one of its Subsidiaries of more than $50,000200,000, on an annualized basis, shall require either (i) the prior written approval of a full-time employee of RECEIVING PARTY or one of its Subsidiaries, or (ii) the subsequent approval of the chief accounting officer of RECEIVING PARTY (or his/her designee) after his/her receipt of the Monthly Recap Report (as defined in Section 3.3) provided to RECEIVING PARTY for the calendar month in which the New Out of Pocket Cost was incurred or paid by PROVIDING PARTY on behalf of RECEIVING PARTY. If (x) PROVIDING PARTY has not obtained the prior approval of a full-time employee of RECEIVING PARTY or one of its Subsidiaries before incurring or paying any New Out of Pocket Cost that exceeds $200,000 on an annualized basis, and (y) after receiving and reviewing the applicable Monthly Recap Report, the chief accounting officer of RECEIVING PARTY (or his/her designee) has not expressly approved the New Out of Pocket Cost in question, then RECEIVING PARTY shall be entitled to dispute the New Out of Pocket Cost until the close of the next audit cycle, provided that if PROVIDING PARTY disagrees with RECEIVING PARTY’s dispute of the New Out of Pocket Cost, then PROVDING PARTY shall be entitled to exercise its rights under the dispute resolution provisions set forth in Section 1.4. For purposes hereof, the term "“Out of Pocket Costs" ” means all fees, costs or other expenses payable by RECEIVING PARTY or its Subsidiaries to third parties that are not affiliates Affiliates of PROVIDING PARTY in connection with Services provided hereunder; and the term "“New Out of Pocket Cost" ” means any Out of Pocket Cost incurred after the Effective Date that is not a continuation of services provided to FNF FIS or one of its Subsidiaries in the ordinary course of business consistent with past practices and for which FNF RECEIVING PARTY had paid or reimbursed a portion thereof prior to the Effective Date.
Appears in 1 contract
Samples: Corporate Services Agreement (Fidelity National Information Services, Inc.)
Compensation for Corporate Services. (a) In accordance with the payment terms described in Section 3.2 below, RECEIVING PARTY agrees to timely pay PROVIDING PARTY, as compensation for the Corporate Services provided hereunder, all fees as contemplated in Section 1.1 (the "Corporate Service Fees") and in Section 2.3 (the "Transition Assistance Fees").
(b) Without limiting the foregoing, the parties acknowledge that RECEIVING PARTY is also obligated to pay, or reimburse PROVIDING PARTY for its payment of, all Out of Pocket Costs (as defined below); provided, however, that the incurrence of any liability by RECEIVING PARTY or any of its Subsidiaries for any New Out of Pocket Cost (as defined below) that requires the payment by RECEIVING PARTY or one of its Subsidiaries of more than $50,000, on an annualized basis, shall require the prior written approval of a full-time employee of RECEIVING PARTY or one of its Subsidiaries. For purposes hereof, the term "Out of Pocket Costs" means all fees, costs or other expenses payable by RECEIVING PARTY or its Subsidiaries to third parties that are not affiliates of PROVIDING PARTY in connection with Services provided hereunder; and the term "New Out of Pocket Cost" means any Out of Pocket Cost incurred after the Effective Date that is not a continuation of services provided to FNF FNT or one of its Subsidiaries in the ordinary course of business consistent with past practices and for which FNF FNT had paid or reimbursed a portion thereof prior to the Effective Date.
Appears in 1 contract
Samples: Corporate Services Agreement (Fidelity National Title Group, Inc.)