Common use of Corporate Services Clause in Contracts

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) If any Corporate Service Period in respect of a Corporate Service is extended (A) by either Buyer or Seller pursuant to Section 2.3(b) or (B) by Buyer pursuant to Section 2.1(b)(iv)(C), the fee for such Corporate Service shall be increased by thirty percent (30.0)% for the duration of such extension. (v) If the ECR Business IT Migration Date has not occurred on or before November 1, 2019, the fee for IT Dependent Services shall be decreased by two and a half percent (2.5)% for such IT Dependent Services performed after that date. If the ECR Business IT Migration Date has not occurred on or before December 1, 2019, the fee for IT Dependent Services shall be decreased by an additional two and a half percent (2.5)% for such IT Dependent Services performed after that date. If the ECR Business IT Migration Date has not occurred on or before January 1, 2020, the fee for IT Dependent Services shall be decreased by an additional ten percent (10.0)% for such IT Dependent Services performed after that date. If the ECR Business IT Migration Date has not occurred on or before February 1, 2020, the fee for IT Dependent Services shall be decreased by an additional ten percent (10.0)% for such IT Dependent Services performed after that date.

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 (i) Subject to Section 3.1(b)(iithe Scheduled Services, the Omitted Services, the Resumed Services and Special Projects (as defined below), Section 3.1(b)(ivcollectively, the "Corporate Services"). (a) PROVIDING PARTY, through its Subsidiaries (as defined below) and Section 3.1(b)(vtheir respective employees, agents or contractors, shall provide or cause to be provided to RECEIVING PARTY and its Subsidiaries, and at the request of RECEIVING PARTY, to FNF and its Subsidiaries (excluding for these purposes FIS and all of its Subsidiaries), each Recipient shall compensate the Provider of each Corporate Service for the monthly fee or other amount all services set forth on EXHIBIT A Schedule 1.1(a) (the "Scheduled Services") on and after the Effective Date (with such services to be provided to the RECEIVING PARTY's Subsidiaries as they become Subsidiaries of RECEIVING PARTY, and to FNF's Subsidiaries as they become Subsidiaries of FNF, in each case 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). "Subsidiary" means, with respect to any person, any corporation or other legal entity of which such Corporate Service. Notwithstanding the foregoingperson controls or owns, Buyer shall compensate Seller for (1) directly or indirectly, more than fifty percent (50.050%) of the fees stock or other equity interest entitled to vote on the election of the members to the board of directors or similar governing body. For purposes of this Agreement, the use of the term "RECEVING PARTY and expenses incurred in having PricewaterhouseCoopersits Subsidiaries" or "RECEIVING PARTY or its Subsidiaries", Ernst & Young and Xxxxxxx perform the Service set forth on EXHIBIT A under the heading “Monthly/Quarterly Financial Reporting Support”terms of similar import, shall be deemed to include FNF and its Subsidiaries (2) all fees excluding for these purposes FIS 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 its Subsidiaries), so that FNF and expenses incurred to perform the Service set forth on Schedule 7 of EXHIBIT A its Subsidiaries (other than FIS and (6its Subsidiaries) 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 are 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 Servicesreceive services hereunder from PROVIDING PARTY, as applicable, for requested by FNF and 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 ServiceRECEIVING PARTY. (iv) If any Corporate Service Period in respect of a Corporate Service is extended (A) by either Buyer or Seller pursuant to Section 2.3(b) or (B) by Buyer pursuant to Section 2.1(b)(iv)(C), the fee for such Corporate Service shall be increased by thirty percent (30.0)% for the duration of such extension. (v) If the ECR Business IT Migration Date has not occurred on or before November 1, 2019, the fee for IT Dependent Services shall be decreased by two and a half percent (2.5)% for such IT Dependent Services performed after that date. If the ECR Business IT Migration Date has not occurred on or before December 1, 2019, the fee for IT Dependent Services shall be decreased by an additional two and a half percent (2.5)% for such IT Dependent Services performed after that date. If the ECR Business IT Migration Date has not occurred on or before January 1, 2020, the fee for IT Dependent Services shall be decreased by an additional ten percent (10.0)% for such IT Dependent Services performed after that date. If the ECR Business IT Migration Date has not occurred on or before February 1, 2020, the fee for IT Dependent Services shall be decreased by an additional ten percent (10.0)% for such IT Dependent Services performed after that date.

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 (i) Subject to Section 3.1(b)(iithe Scheduled Services, the Omitted Services, the Resumed Services and Special Projects (as defined below), Section 3.1(b)(ivcollectively, the "Corporate Services"). (a) PROVIDING PARTY, through its Subsidiaries and Section 3.1(b)(vAffiliates (each as defined below), each Recipient and their respective employees, agents or contractors, shall compensate the Provider of each Corporate Service for the monthly fee provide or other amount cause to be provided to RECEIVING PARTY and its Subsidiaries all services set forth on EXHIBIT A Schedule 1.1(a) (the "Scheduled Services") on and after the Effective Date (with such services to be provided to the 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, "Subsidiary" means, with respect to either Party, any corporation, partnership, company or other entity of which such Corporate Service. Notwithstanding the foregoingParty controls or owns, Buyer shall compensate Seller for (1) directly or indirectly, more than fifty percent (50.050%) of the fees and expenses incurred in having PricewaterhouseCoopers, Ernst & Young and Xxxxxxx perform stock or other equity interest entitled to vote on 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 election 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, members to the extent Buyer on behalf board of Seller directors or similar governing body; and "Affiliate" means, with respect to either Party, any corporation, partnership, company, or other entity that directly, or indirectly through one or more intermediaries, controls, is able to obtain controlled by, or is under common control with, such specified Party, except that (i) in the case of RECEIVING PARTY, "Affiliate" shall not include FNF and any Subsidiary of FNF that is not a Buyer Replacement Contract in respect Subsidiary (directly or indirectly) of any Shared Corporate Contract set forth on EXHIBIT A under the heading “Shared Corporate Contracts”FIS, 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. and (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 Servicecase of PROVIDING PARTY, "Affiliate" shall include FNF and its Subsidiaries, excluding FIS and its Subsidiaries. As used herein, "control" means the Provider may request that possession, directly or indirectly, of the Recipient agree power to reimburse direct or cause 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 direction of 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) If any Corporate Service Period in respect of a Corporate Service is extended (A) by either Buyer or Seller pursuant to Section 2.3(b) or (B) by Buyer pursuant to Section 2.1(b)(iv)(C), the fee for such Corporate Service shall be increased by thirty percent (30.0)% for the duration management and policies of such extensionentity, whether through ownership of voting securities or other interests, by contract or otherwise. (v) If the ECR Business IT Migration Date has not occurred on or before November 1, 2019, the fee for IT Dependent Services shall be decreased by two and a half percent (2.5)% for such IT Dependent Services performed after that date. If the ECR Business IT Migration Date has not occurred on or before December 1, 2019, the fee for IT Dependent Services shall be decreased by an additional two and a half percent (2.5)% for such IT Dependent Services performed after that date. If the ECR Business IT Migration Date has not occurred on or before January 1, 2020, the fee for IT Dependent Services shall be decreased by an additional ten percent (10.0)% for such IT Dependent Services performed after that date. If the ECR Business IT Migration Date has not occurred on or before February 1, 2020, the fee for IT Dependent Services shall be decreased by an additional ten percent (10.0)% for such IT Dependent Services performed after that date.

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 (i) Subject to Section 3.1(b)(iithe Scheduled Services, the Omitted Services, the Resumed Services and Special Projects (as defined below), Section 3.1(b)(ivcollectively, the “Corporate Services”). (a) PROVIDING PARTY, through its Subsidiaries (as defined below) and Section 3.1(b)(vtheir respective employees, agents or contractors, shall provide or cause to be provided to RECEIVING PARTY and its Subsidiaries, and at the request of RECEIVING PARTY, to FNF and its Subsidiaries (excluding for these purposes FIS and all of its Subsidiaries), each Recipient shall compensate the Provider of each Corporate Service for the monthly fee or other amount all services set forth on EXHIBIT A 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, and to FNF’s Subsidiaries as they become Subsidiaries of FNF, in each case 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). “Subsidiary” means, with respect to any person, any corporation or other legal entity of which such Corporate Service. Notwithstanding the foregoingperson controls or owns, Buyer shall compensate Seller for (1) directly or indirectly, more than fifty percent (50.050%) of the fees stock or other equity interest entitled to vote on the election of the members to the board of directors or similar governing body. For purposes of this Agreement, the use of the term “RECEVING PARTY and expenses incurred in having PricewaterhouseCoopers, Ernst & Young and Xxxxxxx perform the Service set forth on EXHIBIT A under the heading its Subsidiaries” or “Monthly/Quarterly Financial Reporting SupportRECEIVING PARTY or its Subsidiaries”, and terms of similar import, shall be deemed to include FNF and its Subsidiaries (2) all fees excluding for these purposes FIS 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 its Subsidiaries), so that FNF and expenses incurred to perform the Service set forth on Schedule 7 of EXHIBIT A its Subsidiaries (other than FIS and (6its Subsidiaries) 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 are 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 Servicesreceive services hereunder from PROVIDING PARTY, as applicable, for the fee mutually agreed upon in good faith requested 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 ServiceFNF and RECEIVING PARTY. (iv) If any Corporate Service Period in respect of a Corporate Service is extended (A) by either Buyer or Seller pursuant to Section 2.3(b) or (B) by Buyer pursuant to Section 2.1(b)(iv)(C), the fee for such Corporate Service shall be increased by thirty percent (30.0)% for the duration of such extension. (v) If the ECR Business IT Migration Date has not occurred on or before November 1, 2019, the fee for IT Dependent Services shall be decreased by two and a half percent (2.5)% for such IT Dependent Services performed after that date. If the ECR Business IT Migration Date has not occurred on or before December 1, 2019, the fee for IT Dependent Services shall be decreased by an additional two and a half percent (2.5)% for such IT Dependent Services performed after that date. If the ECR Business IT Migration Date has not occurred on or before January 1, 2020, the fee for IT Dependent Services shall be decreased by an additional ten percent (10.0)% for such IT Dependent Services performed after that date. If the ECR Business IT Migration Date has not occurred on or before February 1, 2020, the fee for IT Dependent Services shall be decreased by an additional ten percent (10.0)% for such IT Dependent Services performed after that date.