Common use of Net Amounts Payable Clause in Contracts

Net Amounts Payable. (a) Subject to the provisions of Section 3.3(b), the Parties contemplate that (i) one Monthly Summary Statement will be prepared by FIS with respect to all expenses, costs and fees attributable or allocable to FNF and its subsidiaries under all agreements between FIS and/or its subsidiaries, on the one hand, and FNF and/or its subsidiaries, on the other, incurred during the preceding calendar month, (ii) one Monthly Summary Statement will be prepared by FNF with respect to all expenses, costs and fees attributable or allocable to FIS and its subsidiaries under all agreements between FNF and/or its subsidiaries, on the one hand, and FIS and/or its subsidiaries, on the other, incurred during the preceding calendar month, whereupon FIS (on behalf of itself and its subsidiaries) and FNF (on behalf of itself and its subsidiaries) will offset the amounts owing, as shown on their respective Monthly Summary Statements for the same month, so that the net amount owing from the applicable Party can be determined (in any case, the "Monthly Net Amount"). The determination of the Monthly Net Amount owing each month shall be made by RECEIVING PARTY within two (2) Business Days of delivery of the Monthly Summary Statements from each of FIS and FNF, and the PROVIDING PARTY shall provide RECEIVING PARTY with a written statement of the Monthly Net Amount (the "Monthly Net Amount Statement"). Within ten (10) Business Days of the determination of the Monthly Net Amount, the chief accounting officers (or their designees) from each of PROVIDING PARTY and RECEIVING PARTY shall confer together regarding the Monthly Summary Statements and the Monthly Net Amount then owing. If the chief accounting officers (or their designees) agree that the Monthly Net Amount is correct, then within ten (10) Business Days after such conference and agreement, the Party owing the Monthly Net Amount shall cause immediately available funds to be transferred to or to the order of the other Party, in an amount equal to the Monthly Net Amount. If the chief accounting officers (or their designees) do not agree that the Monthly Net Amount is correct, or if either Party shall otherwise dispute any amounts shown on the applicable Monthly Summary Statement, including without limitation any Out of Pocket Costs, then as soon as reasonably possible after the determination of the Monthly Net Amount but not later than the tenth (10) Business Day thereafter, the disputing Party shall notify the other Party in writing of the nature and basis of the dispute and/or the amount of the adjustment requested. The Parties shall use their reasonable best efforts to resolve the dispute but if the Parties are unable to resolve the dispute within twenty (20) Business Days after the determination date of the Net Amount, the dispute resolution procedures set forth in Section 1.4 shall apply, provided that, in the event of any dispute regarding the amounts owing (and the use of the dispute resolution process with respect thereto), the Party owing the Monthly Net Amount shall nevertheless timely pay that portion of the Monthly Net Amount, as shown on the Monthly Net Amount Statement, that is not in dispute, it being understood that if the amount owing is later revised, then the excess amount so paid shall be either (i) promptly returned to the Party making the payment, in immediately available funds or (ii) applied to credit the revised Monthly Net Amount, as appropriate, and provided, further, that to the extent that any amount in dispute is not paid within sixty (60) days after the date on which the non-disputing Party is notified in writing of the dispute, then in addition to its liability for the disputed amounts, the Party that is ultimately determined to have been incorrect as to the amount so in dispute shall be liable to the other Party for interest, calculated on the amount in dispute ultimately determined to be incorrect, at a rate amount equal to one percent (1%) per annum above the "prime rate" as announced in the "Money Rates" section of the most recent edition of The Wall Street Journal, which interest rate shall change as and when the "prime rate" changes. (b) At any time during the Term of this Agreement, if the Parties mutually agree, the Parties may utilize the following procedures, which will be an alternative to the procedures set forth in Section 3.3(a) above: Only one Monthly Summary Statement (the "Combined Monthly Summary Statement") will be prepared by FNF with respect to all expenses, costs and fees attributable or allocable to each of FNF (and its subsidiaries) and FIS (and its subsidiaries) under all agreements between FNF (and/or any of its subsidiaries), on the one hand, and FIS (and/or any of its subsidiaries), on the other, incurred during the preceding calendar month. A copy of the Combined Monthly Summary Statement will be provided to FIS within 30 calendar days after the end of each calendar month. In addition to setting forth in detail the monthly amounts owing under each such agreement, the Combined Monthly Summary Statement will also set forth the calculation of the offsetting amounts owing, so that the net amount owing from the applicable Party can be determined (the Monthly Net Amount). Within ten (10) Business Days after receiving the Combined Monthly Summary Statement, the FIS chief accounting officer (or his/her designee) shall review the Combined Monthly Summary Statement and the Monthly Net Amount then owing. If the FIS chief accounting officer agrees that the Combined Monthly Summary Statement and the resulting Monthly Net Amount is correct, then within ten (10) Business Days after FIS' receipt of the Combined Monthly Summary Statement, FIS shall notify FNF of its agreement to the Monthly Net Amount and the Party owing the Monthly Net Amount shall cause immediately available funds to be transferred to (or to the order of) the other Party, in an amount equal to the Monthly Net Amount. If the FIS chief accounting officers (or his/her designee) does not agree that the Combined Monthly Summary Statement and the resulting Monthly Net Amount is correct, then before the tenth (10) Business Day after receiving the Combined Monthly Summary Statement, he/she shall notify FNF in writing of the nature and basis of his/her objections and, if known at the time, the amount of the adjustment(s) requested. The Parties shall use their reasonable best efforts to resolve FIS' objections, but if the Parties are unable to resolve their differences within twenty (20) Business Days after FIS's receipt of the Combined Monthly Summary Statement, the dispute resolution procedures set forth in Section 1.4 shall apply, provided that, in the event of any dispute regarding the amounts owing (and the use of the dispute resolution process with respect thereto), the Party owing the Monthly Net Amount shall nevertheless timely pay that portion of the Monthly Net Amount, as shown on the Monthly Net Amount Statement, that is not in dispute, it being understood that if the amount owing is later revised, then the excess amount so paid shall be either (i) promptly returned to the Party making the payment, in immediately available funds or (ii) applied to credit the revised Monthly Net Amount, as appropriate, and provided, further, that to the extent that any amount in dispute is not paid within sixty (60) days after the date on which the non-disputing Party is notified in writing of the dispute, then in addition to its liability for the disputed amounts, the Party that is ultimately determined to have been incorrect as to the amount so in dispute shall be liable to the other Party for interest, calculated on the amount in dispute ultimately determined to be incorrect, at a rate amount equal to one percent (1%) per annum above the "prime rate" as announced in the "Money Rates" section of the most recent edition of The Wall Street Journal, which interest rate shall change as and when the "prime rate" changes.

Net Amounts Payable. (a) Subject to the provisions of Section 3.3(b), the Parties contemplate that (i) one Monthly Summary Statement will be prepared by FNF with respect to all expenses, costs and fees attributable or allocable to FIS and its subsidiaries under all agreements between FNF and/or its subsidiaries, on the one hand, and FIS and/or its subsidiaries, on the other, incurred during the preceding calendar month, (ii) one Monthly Summary Statement will be prepared by FIS with respect to all expenses, costs and fees attributable or allocable to FNF and its subsidiaries under all agreements between FIS and/or its subsidiaries, on the one hand, and FNF and/or its subsidiaries, on the other, incurred during the preceding calendar month, (ii) one Monthly Summary Statement will be prepared by whereupon FNF with respect to all expenses, costs and fees attributable or allocable to FIS and its subsidiaries under all agreements between FNF and/or its subsidiaries, on the one hand, and FIS and/or its subsidiaries, on the other, incurred during the preceding calendar month, whereupon FIS (on behalf of itself and its subsidiaries) and FNF FIS (on behalf of itself and its subsidiaries) will offset the amounts owing, as shown on their respective Monthly Summary Statements for the same month, so that the net amount owing from the applicable Party can be determined (in any case, the "Monthly Net Amount"). The determination of the Monthly Net Amount owing each month shall be made by RECEIVING PROVIDING PARTY within two (2) Business Days of delivery of the Monthly Summary Statements from each of FIS FNF and FNFFIS, and the PROVIDING PARTY shall provide RECEIVING PARTY with a written statement of the Monthly Net Amount (the "Monthly Net Amount Statement"). Within ten (10) Business Days of the determination of the Monthly Net Amount, the chief accounting officers (or their designees) from each of PROVIDING PARTY and RECEIVING PARTY shall confer together regarding the Monthly Summary Statements and the Monthly Net Amount then owing. If the chief accounting officers (or their designees) agree that the Monthly Net Amount is correct, then within ten (10) Business Days after such conference and agreement, the Party owing the Monthly Net Amount shall cause immediately available funds to be transferred to or to the order of the other Party, in an amount equal to the Monthly Net Amount. If the chief accounting officers (or their designees) do not agree that the Monthly Net Amount is correct, or if either Party shall otherwise dispute any amounts shown on the applicable Monthly Summary Statement, including without limitation any Out of Pocket Costs, then as soon as reasonably possible after the determination of the Monthly Net Amount but not later than the tenth (10) Business Day thereafter, the disputing Party shall notify the other Party in writing of the nature and basis of the dispute and/or the amount of the adjustment requested. The Parties shall use their reasonable best efforts to resolve the dispute but if the Parties are unable to resolve the dispute within twenty (20) Business Days after the determination date of the Net Amount, the dispute resolution procedures set forth in Section 1.4 shall apply, provided that, in the event of any dispute regarding the amounts owing (and the use of the dispute resolution process with respect thereto), the Party owing the Monthly Net Amount shall nevertheless timely pay that portion of the Monthly Net Amount, as shown on the Monthly Net Amount Statement, that is not in dispute, it being understood that if the amount owing is later revised, then the excess amount so paid shall be either (i) promptly returned to the Party making the payment, in immediately available funds or (ii) applied to credit the revised Monthly Net Amount, as appropriate, and provided, further, that to the extent that any amount in dispute is not paid within sixty (60) days after the date on which the non-disputing Party is notified in writing of the dispute, then in addition to its liability for the disputed amounts, the Party that is ultimately determined to have been incorrect as to the amount so in dispute shall be liable to the other Party for interest, calculated on the amount in dispute ultimately determined to be incorrect, at a rate amount equal to one percent (1%) per annum above the "prime rate" as announced in the "Money Rates" section of the most recent edition of The Wall Street Journal, which interest rate shall change as and when the "prime rate" changes. (b) At any time during the Term of this Agreement, if the Parties mutually agree, the Parties may utilize the following procedures, which will be an alternative to the procedures set forth in Section 3.3(a) above: Only one Monthly Summary Statement (the "Combined Monthly Summary Statement") will be prepared by FNF with respect to all expenses, costs and fees attributable or allocable to each of FNF (and its subsidiaries) and FIS (and its subsidiaries) under all agreements between FNF (and/or any of its subsidiaries), on the one hand, and FIS (and/or any of its subsidiaries), on the other, incurred during the preceding calendar month. A copy of the Combined Monthly Summary Statement will be provided to FIS within 30 calendar days after the end of each calendar month. In addition to setting forth in detail the monthly amounts owing under each such agreement, the Combined Monthly Summary Statement will also set forth the calculation of the offsetting amounts owing, so that the net amount owing from the applicable Party can be determined (the Monthly Net Amount). Within ten (10) Business Days after receiving the Combined Monthly Summary Statement, the FIS chief accounting officer (or his/her designee) shall review the Combined Monthly Summary Statement and the Monthly Net Amount then owing. If the FIS chief accounting officer agrees that the Combined Monthly Summary Statement and the resulting Monthly Net Amount is correct, then within ten (10) Business Days after FIS' receipt of the Combined Monthly Summary Statement, FIS shall notify FNF of its agreement to the Monthly Net Amount and the Party owing the Monthly Net Amount shall cause immediately available funds to be transferred to (or to the order of) the other Party, in an amount equal to the Monthly Net Amount. If the FIS chief accounting officers (or his/her designee) does not agree that the Combined Monthly Summary Statement and the resulting Monthly Net Amount is correct, then before the tenth (10) Business Day after receiving the Combined Monthly Summary Statement, he/she shall notify FNF in writing of the nature and basis of his/her objections and, if known at the time, the amount of the adjustment(s) requested. The Parties shall use their reasonable best efforts to resolve FIS' objections, but if the Parties are unable to resolve their differences within twenty (20) Business Days after FIS's receipt of the Combined Monthly Summary Statement, the dispute resolution procedures set forth in Section 1.4 shall apply, provided that, in the event of any dispute regarding the amounts owing (and the use of the dispute resolution process with respect thereto), the Party owing the Monthly Net Amount shall nevertheless timely pay that portion of the Monthly Net Amount, as shown on the Monthly Net Amount Statement, that is not in dispute, it being understood that if the amount owing is later revised, then the excess amount so paid shall be either (i) promptly returned to the Party making the payment, in immediately available funds or (ii) applied to credit the revised Monthly Net Amount, as appropriate, and provided, further, that to the extent that any amount in dispute is not paid within sixty (60) days after the date on which the non-disputing Party is notified in writing of the dispute, then in addition to its liability for the disputed amounts, the Party that is ultimately determined to have been incorrect as to the amount so in dispute shall be liable to the other Party for interest, calculated on the amount in dispute ultimately determined to be incorrect, at a rate amount equal to one percent (1%) per annum above the "prime rate" as announced in the "Money Rates" section of the most recent edition of The Wall Street Journal, which interest rate shall change as and when the "prime rate" changes.