Corporate Services. This Agreement sets forth the terms and conditions for the provision by PROVIDING PARTY to RECEIVING PARTY of various corporate services and products, as more fully described below and in Schedule 1.1(a) attached hereto (the Scheduled Services, the Omitted Services, the Resumed Services and Special Projects (as defined below), collectively, the “Corporate Services”).
Corporate Services. (i) Subject to Section 3.1(b)(ii), Section 3.1(b)(iv) and Section 3.1(b)(v), each Recipient shall compensate the Provider of each Corporate Service for the monthly fee or other amount set forth on EXHIBIT A for such Corporate Service. Notwithstanding the foregoing, Buyer shall compensate Seller for (1) fifty percent (50.0%) of the fees and expenses incurred in having PricewaterhouseCoopers, Ernst & Young and Xxxxxxx perform the Service set forth on EXHIBIT A under the heading “Monthly/Quarterly Financial Reporting Support”, (2) all fees and expenses incurred in having PricewaterhouseCoopers perform the Service set forth on EXHIBIT A under the heading “Extended ERP IT Technical Support”, (3) all fees and expenses incurred in having PricewaterhouseCoopers perform the Service set forth on EXHIBIT A under the heading “Extended Hypercare”, (4) all fees and expenses incurred in having Xxxxxx Xxxxxx Xxxxxx perform the Service set forth on EXHIBIT A under the heading “Benefits”, (5) all of the fees and expenses incurred to perform the Service set forth on Schedule 7 of EXHIBIT A and (6) all of the fees and expenses incurred to perform the Service set forth on EXHIBIT A under the heading “Shared Corporate Contracts Separation Support”. Notwithstanding the foregoing, to the extent Buyer on behalf of Seller is able to obtain a Buyer Replacement Contract in respect of any Shared Corporate Contract set forth on EXHIBIT A under the heading “Shared Corporate Contracts”, the fees for the Corporate Services set forth on EXHIBIT A under the heading “Shared Corporate Contracts” shall be reduced by the amounts set forth next to such Shared Corporate Contract on EXHIBIT A.
(ii) If, in providing a Corporate Service, a Provider reasonably determines it will be required to incur out-of-pocket costs or expenses that are not accounted for in the monthly fee set forth on EXHIBIT A for such Corporate Service, the Provider may request that the Recipient agree to reimburse the Provider for such out-of-pocket costs or expenses as a condition to providing such Corporate Service.
(iii) Subject to Section 3.1(b)(iv), each Recipient shall compensate the Provider of Additional Buyer Corporate Services or Additional Seller Corporate Services, as applicable, for the fee mutually agreed upon in good faith by the Steering Committee in respect thereto, which fee shall be based on the historical cost allocation for such Additional Buyer Corporate Service or Additional Seller Corporate Service.
(iv...
Corporate Services. (a) During the term of this Agreement, SP Corporate shall provide to the Company the non-exclusive services of a person designated by SP Corporate and approved by the Audit Committee of the Board (the “ Committee ”) to perform the services of Chief Financial Officer of the Company in accordance with the terms and provisions of this Agreement (the “ CFO Designee ”). As of the date hereof Xxxx Xxxxx has been so designated. In his or her capacity as the Chief Financial Officer of the Company, the CFO Designee shall report to the Committee and the Chief Executive Officer of the Company. The CFO Designee shall devote such time and effort as is reasonably necessary to fulfill the statutory and fiduciary duties of the Chief Financial Officer of the Company until such time as otherwise instructed or removed by the Board or the resignation of the CFO Designee in such capacity or his or her death. The duties of the CFO Designee are set forth in additional detail on Exhibit A . In the event the CFO Designee ceases for any reason to serve as Chief Financial Officer of the Company, SP Corporate has a right, but not an obligation, to propose another person to serve as the Company’s Chief Financial Officer. If such person is approved by the Committee, then this Agreement shall be amended accordingly. This Agreement shall apply in all material respects to any successor to the CFO Designee who serves as the Chief Financial Officer of the Company in accordance with this Agreement and the term the CFO Designee used herein shall apply to any such successor.
(b) During the term of this Agreement, SP Corporate shall provide to the Company and its subsidiaries the additional services described and defined on Exhibit B (the “ Additional Corporate Services ”) in connection with the business, operations and affairs, both ordinary and extraordinary, of the Company and its subsidiaries and affiliates. During the term of this Agreement, SP Corporate shall provide to the Company the non-exclusive services of persons designated by SP Corporate and approved by the Committee to perform the Additional Corporate Services in accordance with the terms and provisions of this Agreement (each an “ Additional Designee ” and collectively, the “ Additional Designees ” and together with the CEO Designee and the CFO Designee, the “ Designated Persons ”). Each Additional Designee shall devote such time and effort as is reasonably necessary to fulfill the statutory and fiduciary duties applicable in th...
Corporate Services. This Agreement sets forth the terms and conditions for the provision by PROVIDING PARTY to RECEIVING PARTY of various corporate services and products, as more fully described below and in Schedule 1.1(a) attached hereto (the Scheduled Services, the Omitted Services, the Resumed Services and Special Projects (as defined below), collectively, the "Corporate Services").
(a) PROVIDING PARTY, through its Subsidiaries (as defined below) and their respective employees, agents or contractors, shall provide or cause to be provided to RECEIVING PARTY and its Subsidiaries all services set forth on Schedule 1.1(a) (the "Scheduled Services") on and after the Effective Date (with such services to be provided to RECEIVING PARTY's Subsidiaries as they become Subsidiaries of RECEIVING PARTY, subject to the exception in clause (ii) of Section 1.2(a)). RECEIVING PARTY shall pay fees to PROVIDING PARTY for providing the Scheduled Services or causing the Scheduled Services to be provided as set forth in Schedule 1.1(a). For purposes of this Agreement, (i) "Subsidiary" means, with respect to either Party, a corporation, partnership, company, or other entity of which such Party controls or owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interest entitled to vote on the election of the members to the board of directors or similar governing body, provided, however, that with respect to PROVIDING PARTY, "Subsidiary" does not include (X) Certegy, Inc., Fidelity National Information Services, Inc. or any of their Subsidiaries (collectively, "FIS") or (Y) FNT or any of its Subsidiaries; and (ii) "Affiliate" means, with respect to either Party, a corporation, partnership, company or other
Corporate Services. The parties hereto shall enter into a corporate services agreement to the extent Lakes requires corporate services to be provided to it following the Distribution Date. The services shall be provided for up to one year following the Distribution Date at a fee equal to the fair value for such services. The corporate services agreement shall be negotiated on an arms-length basis. The final cost, types and scope of services to be provided shall be subject to the approval of Company, such approval not to be unreasonably withheld.
Corporate Services. During the term of the Put Option, in the event that ------------------- Optionor can provide needed goods and services at a price and terms equal to or less than the price and terms offered by and at a quality level equal to that of unaffiliated third parties, then such goods and services shall be acquired from Optionor.
Corporate Services. Company represents that it will consider using Maxim’s Corporate Services Department with respect to the Company’s stock option incentive program.
Corporate Services. This Agreement sets forth the terms and conditions for the provision by PROVIDING PARTY to RECEIVING GROUP (as defined below) of insurance administration and risk management services, other services typically performed by FNF’s legal, tax, human resources, accounting and internal audit departments and similar support functions (“Back Office Support Services”), as more fully described below and in Schedule 1.1(a) attached hereto (the Scheduled Services, the Omitted Services, the Resumed Services and Special Projects (each as defined below), collectively, the “Corporate Services”).
Corporate Services. (a) Commencing as of the date hereof (the "Effective Date") and at the request of the Company, ACTV will provide or otherwise make available to the Company certain general corporate services, including but not limited to certain administrative staff functions, electronic data processing services, and the administration of the participation of the Company and the Company's employees in ACTV's insurance programs, such as Group Medical and Life Insurance, and Liability and Property and Casualty Insurance.
(b) For performing the aforesaid services, ACTV will charge the Company for the Company's pro rata share of the aggregate costs actually incurred in connection with such services by ACTV. Such charge shall be determined on a quarterly basis commencing with the first full fiscal quarter ending after the Effective Date and shall be payable within 30 days from the date of billing. It is the intent of the parties that the Company shall reimburse ACTV for the costs and expenses (including overhead costs) reasonably incurred by ACTV in furnishing the aforesaid services to the Company. The Company may request a review of the amount of such charge by giving to ACTV written notice of its desire for a review.
Corporate Services comprising all administrative and non-operational classifications.
