Common use of Corporate Services Clause in Contracts

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) FIS or any of its Subsidiaries or (Y) FNT or any of its Subsidiaries; and (ii) “Affiliate” means, with respect to either Party, a corporation, partnership, company or other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such specific Party, except that (I) in the case of RECEIVING PARTY, “Affiliate” shall not include FNF or any Subsidiary of FNF that is not a direct or indirect Subsidiary of FIS, and (II) in the case of PROVIDING PARTY, “Affiliate” shall not include FIS or any of its Subsidiaries, or FNT or any of its Subsidiaries. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

Appears in 1 contract

Sources: Corporate Services Agreement (Fidelity National Information Services, Inc.)

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 the RECEIVING PARTY’s '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 any Party, a corporation, partnership, company, any corporation or other legal 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 when and with respect to PROVIDING the RECEIVING PARTY, "Subsidiary” does " shall not include (X) FIS Fidelity National Information Services, Inc. or any of its Subsidiaries or (Y) FNT or any of its Subsidiaries; and (ii) “Affiliate” means, with respect to either Party, a corporation, partnership, company or other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such specific Party, except that (I) in the case of RECEIVING PARTY, “Affiliate” shall not include FNF PROVIDING PARTY or any Subsidiary of FNF that is not a direct or indirect Subsidiary of FIS, and (II) in the case of PROVIDING PARTY, “Affiliate” shall not include FIS or any of its Subsidiaries, or FNT or any of its Subsidiaries. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

Appears in 1 contract

Sources: Corporate Services Agreement (Fidelity National Title Group, Inc.)

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 '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) FIS Certegy, Inc., Fidelity National Information Services, Inc. or any of its 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 entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such specific Party, except that (I) in the case of RECEIVING PARTY, “Affiliate” shall not include FNF or any Subsidiary of FNF that is not a direct or indirect Subsidiary of FIS, and (II) in the case of PROVIDING PARTY, “Affiliate” shall not include FIS or any of its Subsidiaries, or FNT or any of its Subsidiaries. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.other

Appears in 1 contract

Sources: Reverse Corporate Services Agreement (Fidelity National Title Group, Inc.)

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 and Affiliates (each 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 any corporation, partnership, company, 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) FIS or any of its Subsidiaries or (Y) FNT or any of its Subsidiaries; and (ii) “Affiliate” means, with respect to either Party, a any corporation, partnership, company company, or other entity thatthat directly, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with with, such specific specified Party, except that (Ii) in the case of RECEIVING PARTY, “Affiliate” shall not include FNF or and any Subsidiary of FNF that is not a direct Subsidiary (directly or indirect Subsidiary indirectly) of FIS, and (IIii) in the case of PROVIDING PARTY, “Affiliate” shall not include FIS or any of FNF and its Subsidiaries, or FNT or any of excluding FIS and its Subsidiaries. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

Appears in 1 contract

Sources: Corporate Services Agreement (Fidelity National Information Services, Inc.)