CORPORATE AND TRANSITIONAL SERVICES AGREEMENTCorporate and Transitional Services Agreement • October 6th, 2014 • New Remy Holdco Corp. • Delaware
JOINDER AGREEMENTJoinder Agreement • October 6th, 2014 • New Remy Holdco Corp.
This Joinder Agreement (“Joinder”) is made as of [●], 2014 by the undersigned (the “Joining Party”) in accordance with the Agreement and Plan of Merger, dated as of September 7, 2014, by and among New Remy Corp. (“New Remy”), Remy International, Inc., New Remy Holdco Corp., New Remy Merger Sub, Inc., Old Remy Merger Sub, Inc. and Fidelity National Financial, Inc. (“FNF”), as the same may be amended, modified, supplemented or restated from time to time (the “Merger Agreement”). Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Merger Agreement.
TRANSITIONAL LICENSE AGREEMENTTrademark Assignment And • October 6th, 2014 • New Remy Holdco Corp. • New York
THIS TRADEMARK ASSIGNMENT AND TRANSITIONAL LICENSE AGREEMENT (together with all schedules attached hereto, this “Agreement”), dated as of ____________ (the “Effective Date”), is made and entered into by and between Fidelity Intellectual Property Holdings, Inc., a Delaware corporation (“Licensor”), and Fidelity National Technology Imaging, LLC, a Delaware limited liability company (“Licensee”).
TAX MATTERS AGREEMENT by and among FIDELITY NATIONAL FINANCIAL, INC., NEW REMY HOLDCO CORP.,Tax Matters Agreement • October 6th, 2014 • New Remy Holdco Corp. • Delaware
This TAX MATTERS AGREEMENT (the “Agreement”), dated as of [●], 2014, is entered into by and among FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“FNF”), New Remy Corp., a Delaware corporation (“New Remy”) and a direct, wholly-owned subsidiary of FNF and New Remy Holdco Corp., a Delaware corporation (“New Holdco”) and a direct, wholly-owned subsidiary of New Remy.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 12th, 2014 • New Remy Holdco Corp. • Motor vehicle parts & accessories • Delaware
This Indemnification Agreement, dated as of __________________, is made by Remy International, Inc., a Delaware corporation (the “Company”), and __________________ (the “Indemnitee”).
