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Exhibit 10.9
ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT
This ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT (this
"Agreement"), dated as of September 27, 2005 by and between
FIDELITY NATIONAL
FINANCIAL, INC., a Delaware corporation ("FNF"), and FIDELITY
NATIONAL TITLE
GROUP, INC., a Delaware corporation ("FNT").
WHEREAS, in connection with its business operations, FNF has
heretofore entered into (i) that certain CORPORATE SERVICES
AGREEMENT dated as
of March 4, 2005 (the "CSA") with Fidelity National Information
Services, Inc.,
a Delaware corporation ("FIS"), (ii) that certain REVERSE
CORPORATE SERVICES
AGREEMENT dated as of March 4, 2005 (the "RCSA") with FIS, (iii)
that certain
MASTER SERVICES AGREEMENT dated as of January 1, 2005 (the
"MSA") with Fidelity
Information Services, Inc., an Arkansas corporation and a
wholly-owned
subsidiary of FIS, (iv) that certain BACK PLANT REPOSITORY
ACCESS AGREEMENT
dated March 4, 2005 (the "BPA") with FIS, (v) that certain FNF
STARTERS
REPOSITORY ACCESS AGREEMENT dated March 4, 2005 (the "SRA") with
FIS, (vi) that
certain LICENSE AND SERVICES AGREEMENT dated as of March 4, 2005
(the "LSA")
with FIS, (vii) that certain LEASE AGREEMENT dated as of January
1, 2005 (the
"Lease") with Fidelity Information Services, Inc., an Arkansas
corporation and a
wholly-owned subsidiary of FIS, and (viii) that certain SOFTPRO
SOFTWARE LICENSE
AGREEMENT dated as of March 4, 2005 (the "SoftPro License"; and
together with
the CSA, the RCSA, the MSA, the BPA, the SRA, the LSA and the
Lease,
collectively, the "Assigned Agreements") between FNIS SoftPro, a
division of
Fidelity National Information Solutions, Inc., a wholly-owned
subsidiary of FIS;
and
WHEREAS, in connection with a strategic restructuring plan, FNF
has
formed FNT to serve as the holding company for FNF's title
insurance operations
and related businesses; and
WHEREAS, as part of the strategic restructuring plan, subject to
and
upon the terms set forth herein, FNF now desires to transfer,
assign and convey
to FNT, and FNT desires to accept and assume from FNF, all of
FNF's right, title
and interest in and to each of the Assigned Agreements,
including the assumption
of all of FNF's obligations and liabilities in connection with
each of the
Assigned Agreements;
NOW, THEREFORE, in consideration of the foregoing and the
covenants
and agreements set forth herein, and for other good and valuable
consideration,
the receipt and sufficiency of which are hereby acknowledged,
the parties
hereto, intending to be legally bound hereby, agree as
follows:
1. Transfer and Assignment. Effective as of the date hereof, and
on
the terms and subject to the conditions set forth herein, FNF
does hereby
transfer, assign and convey to FNT all of FNF's right, title and
interest in and
to each of the Assigned Agreements.
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2. Acceptance and Assumption. Effective as of the date hereof,
and
on the terms and subject to the conditions set forth herein, FNT
does hereby
accept and assume all of FNF's right, title and interest in and
to each of the
Assigned Agreements and all of FNF's responsibilities,
obligations and
liabilities in connection with each of the Assigned
Agreements.
3. Novation of Assigned Agreements. Upon the effectiveness of
this
Agreement, FNT will also enter into a novation of each of the
Assigned
Agreements, whereby FNT will contractually undertake to perform
all of the
rights and obligations under each of the Assigned Agreements,
and the rights and
obligations of FNF under each of the Assigned Agreements will
thereby be deemed
to have been fully extinguished. Notwithstanding the foregoing,
FNF acknowledges
that it is obligated to comply with certain post-termination
obligations as
expressly set forth in the Assigned Agreements, such as those
relating to
maintaining confidentiality, and FNF hereby agrees to abide by
all such
applicable provisions.
4. Instruments of Transfer and Notice to Parties. Each of FNF
and
FNT agrees that it shall (a) file with the relevant governmental
or other
entities such assignment documents as may be necessary to
reflect in the books
and records of such governmental or o
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