Lender Processing Services, Inc. Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • Florida

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of August 8, 2008 (the “Effective Date”), by and between LENDER PROCESSING SERVICES, INC., a Delaware corporation (the “Company”), and Jeffrey S. Carbiener (the “Employee”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

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600,000,000 AGGREGATE PRINCIPAL AMOUNT Lender Processing Services, Inc.
Underwriting Agreement • October 2nd, 2012 • Lender Processing Services, Inc. • Services-business services, nec • New York

The Securities will be issued pursuant to the terms, and subject to the conditions, set forth in the indenture to be dated as of the Closing Date (the “Indenture”), by and among the Company, the Guarantors and U.S. Bank, National Association, as trustee (the “Trustee”).

LEASE AGREEMENT
Lease Agreement • July 9th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • Florida

THIS LEASE AGREEMENT (this “Lease”), dated as of June 13, 2008, is by and between Lender Processing Services, Inc., a Delaware corporation (“LPS” or “Landlord”), and Fidelity National Financial, Inc., a Delaware corporation (together with its subsidiaries, affiliates, successors and assigns, collectively “FNF” or “Tenant”). Landlord and Tenant are herein referred to individual as a “Party” and, collectively, the “Parties”.

EMPLOYMENT AGREEMENT
Employment Agreement • November 8th, 2010 • Lender Processing Services, Inc. • Services-business services, nec • Florida

THIS EMPLOYMENT AGREEMENT (the “Agreement”), by and between LENDER PROCESSING SERVICES, INC., a Delaware corporation (the “Company”), and Thomas L. Schilling (the “Employee”), is made and entered into on this thirtieth (30th) day of September, 2010 and shall be effective as of November 1, 2010 (the “Effective Date”); provided, however, that the provisions of Section 9 shall be enforceable upon the execution of this Agreement even if the Agreement is terminated prior to the Effective Date. In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • May 2nd, 2013 • Lender Processing Services, Inc. • Services-business services, nec • Florida

EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of May 1, 2013, (the “Effective Date”), by and between LPS MANAGEMENT, LLC, a Delaware limited liability corporation (the “Company”), and Hugh R. Harris (the “Employee”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

TAX DISAFFILIATION AGREEMENT
Tax Disaffiliation Agreement • July 9th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • Florida

THIS TAX DISAFFILIATION AGREEMENT (this “Agreement”), dated as of July 2, 2008 is by and among Fidelity National Information Services, Inc. (“FIS”), a Georgia corporation and Lender Processing Services, Inc., a Delaware corporation and wholly owned subsidiary of FIS (“LPS”).

Lender Processing Services, Inc. as Issuer the Guarantors party hereto and U.S. Bank National Association as Trustee Senior Notes Indenture Dated as of October 12, 2012 5.75% Senior Notes Due 2023
Senior Notes Indenture • October 12th, 2012 • Lender Processing Services, Inc. • Services-business services, nec • New York

INDENTURE, dated as of October 12, 2012, among Lender Processing Services, Inc., a Delaware corporation, as the Company, the Guarantors party hereto and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as Trustee.

PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • July 9th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • Florida

THIS AGREEMENT (this “Agreement”) dated as of June 13, 2008, by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (together with its subsidiaries, affiliates, successors and assigns, collectively “FNF”), and LENDER PROCESSING SERVICES, INC., a Delaware corporation (together with its subsidiaries, affiliates, successors and assigns, collectively “LPS” or the “Manager”). FNF and LPS are herein referred to individual as a “Party” and, collectively, the “Parties”.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 8th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • New York

This REGISTRATION RIGHTS AGREEMENT dated July 2, 2008 (the “Agreement”) is entered into by and among Lender Processing Services, Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities Inc., Banc of America Securities LLC and Wachovia Capital Markets, LLC, as representatives (the “Representatives”) of the several initial purchasers (the “Initial Purchasers”).

SUBLEASE AGREEMENT
Sublease Agreement • July 9th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • Florida

THIS SUBLEASE AGREEMENT (this “Sublease”), dated as of June 13, 2008, is by and between Fidelity National Financial, Inc., a Delaware corporation (together with its subsidiaries, affiliates, successors and assigns, collectively “FNF” or “Sublessor”), and Lender Processing Services, Inc., a Delaware corporation (“LPS” or “Sublessee”). FNF and LPS are herein referred to individual as a “Party” and, collectively, the “Parties”.

CREDIT AGREEMENT Dated as of July 2, 2008 among LENDER PROCESSING SERVICES, INC., as Borrower, The LENDERS Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer J.P. MORGAN SECURITIES INC., BANC OF...
Credit Agreement • July 8th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • New York

This CREDIT AGREEMENT ( “Agreement” ) is entered into as of July 2, 2008, among LENDER PROCESSING SERVICES, INC., a Delaware corporation (the “Borrower” ), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender” ) and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Lender Processing Services, Inc. as Issuer the Guarantors party hereto and U.S. Bank National Association, Corporate Trust Services as Trustee Indenture Dated as of July 2, 2008 8.125% Senior Notes Due 2016
Indenture • July 8th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • New York

INDENTURE, dated as of July 2, 2008, between Lender Processing Services, Inc., a Delaware corporation, as the Company, the Guarantors party hereto and U.S. Bank National Association, Corporate Trust Services, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as Trustee.

AIRCRAFT INTERCHANGE AGREEMENT
Aircraft Interchange Agreement • July 9th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • Florida

This Aircraft Interchange Agreement (the “Agreement”) dated as of July 2, 2008 is entered into for the purpose of providing for the interchange of certain aircraft owned or operated by each Party, under the terms and conditions contained herein and in accordance with Federal Aviation Regulation (FAR) §91.501, by and between Fidelity National Financial, Inc., a Delaware corporation (“FNF”), Fidelity National Information Services, Inc., a Georgia corporation (“FIS”), and Lender Processing Services, Inc., a Delaware corporation (“LPS”). Each of FNF, FIS and LPS are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

MASTER INFORMATION TECHNOLOGY AND APPLICATION DEVELOPMENT SERVICES AGREEMENT between Lender Processing Services, Inc. and Fidelity National Financial, Inc. dated as of July 2, 2008
Master Information Technology and Application Development Services Agreement • July 9th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • Florida

This MASTER INFORMATION TECHNOLOGY AND APPLICATION DEVELOPMENT SERVICES AGREEMENT (“Agreement”), dated as of July 2, 2008 (the “Effective Date”), by and between Fidelity National Financial, Inc., a Delaware corporation for itself and on behalf of its subsidiaries (“FNF”), and Lender Processing Services, Inc. , a Delaware corporation, for itself and on behalf of its subsidiaries (collectively, “LPS”), (including all exhibits, attachments and Statements of Work, as may be amended or appended from time to time, the “Agreement”).

ISSUING AGENCY CONTRACT
Issuing Agency Contract • May 30th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • California

This Issuing Agency Contract (“Contract”) is made and entered into this 28th of August 2006, by and between Fidelity National Title Insurance Company, a California corporation (“Principal”) and LSI Title Insurance Agency of Utah, Inc., a Utah corporation (“Agent”).

CREDIT AGREEMENT Dated as of July 2, 2008 among LENDER PROCESSING SERVICES, INC., as Borrower, The LENDERS Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer J.P. MORGAN SECURITIES INC., BANC OF...
Credit Agreement • June 21st, 2010 • Lender Processing Services, Inc. • Services-business services, nec • New York

This CREDIT AGREEMENT ( “Agreement” ) is entered into as of July 2, 2008, among LENDER PROCESSING SERVICES, INC., a Delaware corporation (the “Borrower” ), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender” ) and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

TAX SERVICE AGREEMENT
Tax Service Agreement • June 19th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • Texas

THIS AGREEMENT is made and entered into this 20th day of June, 2005, by and between Fidelity National Tax Service, dba, National TaxNet, hereinafter referred to as “TaxNet”, and Chicago Title Insurance Company, a Missouri Corporation, hereinafter referred to as “CUSTOMER”.

AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • March 17th, 2009 • Lender Processing Services, Inc. • Services-business services, nec

This AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is made and entered into as of July 2, 2008 by and between FIDELITY NATIONAL INFORMATION SERVICES, INC., a Georgia corporation (“FIS”), and LENDER PROCESSING SERVICES, INC., a Delaware corporation (“LPS” and together with FIS, the “Parties” and individually, a “Party”). This Agreement amends and restates, in its entirety, the obligations of the parties under the Employee Matters Agreement between the Parties, dated as of June 13, 2008 (the “Prior Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Contribution and Distribution Agreement between the Parties, dated as of June 13, 2008 (the “Contribution Agreement”).

October 12, 2012
Underwriting Agreement • October 12th, 2012 • Lender Processing Services, Inc. • Services-business services, nec
LENDER PROCESSING SERVICES, INC. 2008 OMNIBUS INCENTIVE PLAN
2008 Omnibus Incentive Plan • July 9th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • Florida
PROPERTY INSIGHT NATIONAL MASTER SERVICES AGREEMENT
Master Services Agreement • May 30th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • California

This Agreement entered into as of November 1, 2006 between Property Insight LLC and LSI Title Insurance Company, is being executed for the purpose of providing access to certain records or data owned by Property Insight or its providers and to certain services or software offered by or through Property Insight (collectively, the “Services”), pertaining to real property in the County or Counties as (each, a “County”) set forth on the applicable County Schedule(s) or to transactions relating to such real property. The terms of each County Schedule and all Appendixes thereto, are hereby incorporated into this Agreement by this reference.

SOFTPRO SOFTWARE LICENSE AGREEMENT
Software License Agreement • May 30th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • Florida

This SOFTWARE LICENSE AGREEMENT (the “Agreement”) is dated as of June 1, 2006 (the “Effective Date”) and is made by FIDELITY INFORMATION SERVICES, INC., and its SoftPro division, with its principal office at 333 East Six Forks Road, Raleigh, North Carolina, 27609 (“SoftPro”), and FIDELITY NATIONAL TITLE GROUP, INC., with its principal offices at 601 Riverside Avenue Jacksonville, FL 32204 (“Client” or “FNTG”).

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SETTLEMENT AGREEMENT
Settlement Agreement • October 18th, 2012 • Lender Processing Services, Inc. • Services-business services, nec • Delaware

This Settlement Agreement (this “Agreement”) is between the State of Delaware (the “State”), by and through the Delaware Department of Justice (the “DE DOJ”), on the one hand, and DocX, LLC, a Georgia limited liability company (“DocX”), and Lender Processing Services, Inc., a Delaware corporation (“LPS”), on the other hand.

FLOOD ZONE DETERMINATION AGREEMENT
Flood Zone Determination Agreement • May 30th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • Florida

This Flood Zone Determination Agreement dated September 1, 2006, is between Fidelity National Insurance Services, a California corporation (“Client”), with principal offices located at 10301 Deerwood Park Blvd., Suite 100, Jacksonville, Florida 32256 and FNIS Flood Services, L.P., a Delaware limited partnership with principal offices located at 1521 North Cooper Street, Suite 400, Arlington, Texas, 76011 (“FNIS”), through its LSI Flood Services division (“LSI”) (FNIS and LSI shall collectively be referred to as “LSI”).

ADDENDUM NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • May 4th, 2012 • Lender Processing Services, Inc. • Services-business services, nec

THIS ADDENDUM NO. 2 TO EMPLOYMENT AGREEMENT ("Addendum No. 2") is made and entered into effective as of the 30th day of March, 2012 (the “Addendum Date”), by and between LENDER PROCESSING SERVICES, INC., a Delaware corporation (the "Company"), and Daniel T. Scheuble (the "Employee") for the purpose of modifying and amending certain terms of that Employment Agreement (the “Employment Agreement”), with an Effective Date of December 31, 2009, by and between Company and Employee, as more specifically set forth below. This Addendum No. 2 shall be supplemental to, and shall be read and construed together with, the Employment Agreement and that certain Addendum No. 1 to Employment Agreement, effective as of September 30, 2011, between Company and Employee, and all capitalized terms that are not otherwise defined in this Addendum shall have the meanings attributed to them in the Employment Agreement. In consideration of the mutual covenants and agreements set forth herein, the parties agree as

ADDENDUM TO EMPLOYMENT AGREEMENT
Employment Agreement • November 4th, 2011 • Lender Processing Services, Inc. • Services-business services, nec

THIS ADDENDUM TO EMPLOYMENT AGREEMENT (the "Addendum") is made and entered into as effective as of the 30th day of September, 2011 (the “Addendum Date”), by and between LENDER PROCESSING SERVICES, INC., a Delaware corporation (the "Company"), and Daniel T. Scheuble (the "Employee") for the purpose of modifying and amending certain terms of that Employment Agreement (the “Employment Agreement”), with an Effective Date of December 31, 2009, by and between Company and Employee, as more specifically set forth below. All capitalized terms that are not otherwise defined in this Addendum shall have the meanings attributed to them in the Employment Agreement. In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

AGREEMENT NOT TO PROSECUTE DOCX, LLC AND ASSURANCE OF VOLUNTARY COMPLIANCE
Agreement Not to Prosecute • August 2nd, 2012 • Lender Processing Services, Inc. • Services-business services, nec • Missouri

This Agreement is between the Office of the Attorney General for the State of Missouri and DOCX, LLC, d/b/a LPS Document Solutions Group, a Georgia limited liability company (“DOCX”), which is a wholly owned indirect subsidiary of LENDER PROCESSING SERVICES, INC., and LENDER PROCESSING SERVICES INC., a Delaware Corporation(“LPS”).

CONTRIBUTION AND DISTRIBUTION AGREEMENT between FIDELITY NATIONAL INFORMATION SERVICES, INC. and LENDER PROCESSING SERVICES, INC. dated as of June ___, 2008
Contribution and Distribution Agreement • May 27th, 2008 • Lender Processing Services, Inc. • Services-business services, nec

CONTRIBUTION AND DISTRIBUTION AGREEMENT, dated as of June ___, 2008 (this “Agreement”), between Fidelity National Information Services, Inc., a Georgia corporation (“FIS”), and Lender Processing Services, Inc., a Delaware corporation (“LPS”).

ADDENDUM TO EMPLOYMENT AGREEMENT
Employment Agreement • November 4th, 2011 • Lender Processing Services, Inc. • Services-business services, nec

THIS ADDENDUM TO EMPLOYMENT AGREEMENT (the "Addendum") is made and entered into as of the 26th day of October, 2011, and is effective as of July 6, 2011 (the "Addendum Date"), by and between LENDER PROCESSING SERVICES, INC., a Delaware corporation (the "Company"), and Lee A. Kennedy (the "Employee") for the purpose of modifying and amending certain terms of that Employment Agreement (the “Employment Agreement”), with an Effective Date of March 26, 2010, by and between Company and Employee, as more specifically set forth below. All capitalized terms that are not otherwise defined in this Addendum shall have the meanings attributed to them in the Employment Agreement. In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

Lender Processing Services, Inc. Purchase Agreement
Purchase Agreement • June 19th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • New York

Each of the persons listed in Schedule 1 hereto (the “Selling Noteholders”), acting severally and not jointly, proposes to sell to the several initial purchasers listed in Schedule 2 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $375,000,000 of principal amount of 8.125% Senior Notes due 2016 (the “Securities”) of Lender Processing Services, Inc., a Delaware corporation (the “Company”). The Securities will be issued pursuant to an Indenture to be dated as of July 2, 2008 (the “Indenture”) among the Company, the guarantors listed in Schedule 3 hereto (the “Guarantors”) and U.S. Bank Corporate Trust Company, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”).

LENDER PROCESSING SERVICES, INC. 2008 OMNIBUS INCENTIVE PLAN
2008 Omnibus Incentive Plan • June 10th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • Florida
FNF CORPORATE AND TRANSITIONAL SERVICES AGREEMENT
Corporate Services Agreement • July 9th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • Florida

This Corporate and Transitional Services Agreement (this “Agreement”) is dated as of July 2, 2008, by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“FNF” or “PROVIDING PARTY”), and LENDER PROCESSING SERVICES, INC., a Delaware corporation (“LPS” or “RECEIVING PARTY”). FNF and LPS shall be referred to together in this Agreement as the “Parties” and individually as a “Party.”

BLACK KNIGHT INFOSERV, LLC a Delaware limited liability company OPERATING AGREEMENT January 3, 2014
Operating Agreement • January 7th, 2014 • Black Knight InfoServ, LLC • Services-business services, nec • Delaware

This Operating Agreement is adopted as of the date first written above, in connection with the operation of Black Knight InfoServ, LLC, a Delaware limited liability company (the “Company”), by its member Black Knight Financial Services, LLC, a Delaware limited liability company (the “Member”). Certain capitalized words used herein have the meanings set forth herein.

FLOOD ZONE DETERMINATION AGREEMENT
Flood Zone Determination Agreement • May 30th, 2008 • Lender Processing Services, Inc. • Services-business services, nec • Texas

This Agreement dated December 28, 2004, is between Ticor Title (“Client”), with principal offices located at 750 Holiday Drive, Foster Plaza 9, Pittsburgh, Pennsylvania 15220, and FNIS Flood Services, L.P. d/b/a LSI Flood Services (“LSI”), a limited partnership with principal offices located at 1521 North Cooper Street, Suite 400, Arlington, Texas, 76011.

ADDENDUM TO EMPLOYMENT AGREEMENT
Employment Agreement • May 4th, 2012 • Lender Processing Services, Inc. • Services-business services, nec

THIS ADDENDUM TO EMPLOYMENT AGREEMENT (the "Addendum") is made and entered into as effective as of the 26th day of October, 2011 (the “Addendum Date”), by and between LENDER PROCESSING SERVICES, INC., a Delaware corporation (the "Company"), and Joseph M. Nackashi (the "Employee") for the purpose of modifying and amending certain terms of that Employment Agreement (the “Employment Agreement”), with an Effective Date of December 31, 2009, by and between Company and Employee, as more specifically set forth below. All capitalized terms that are not otherwise defined in this Addendum shall have the meanings attributed to them in the Employment Agreement. In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

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