Common use of Consideration and Remedy Clause in Contracts

Consideration and Remedy. Executive acknowledges that the following paragraphs are material provisions of this Release: Complete Release, Return of Company Property; Restrictive Covenant Agreement; Cooperation; Non-Disparagement; Affirmation of Compliance; and Other Agreements, Survivability and Successorship (collectively, the “Material Provisions”). Executive further acknowledges that (i) the first $50,000 payable to Executive pursuant to the Consulting Agreement is consideration (the “ADEA Consideration”) for Executive’s release and waiver in the “Complete Release” paragraph of this Release of any claims, causes of action and demands of any kind arising under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA Released Claims”); and (ii) the remainder of the amount payable to Executive pursuant to the Consulting Agreement is consideration (the “Other Consideration”) for (a) the Executive’s release and waiver in the “Complete Release” paragraph of this Release of any claims, causes of action and demands of any kind other than the ADEA Released Claims (the “Other Released Claims”); and (b) the Executive’s obligations pursuant to the Material CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS Provisions. In the event of a breach by the Executive of the Material Provisions (excluding ADEA Released Claims) or in the event Executive challenges the enforceability of this Release as to any of the Other Released Claims, the Company shall be entitled to immediately cease providing to the Executive the Other Consideration and any other benefits under this Release, except to the extent that such payments and benefits are required, either under this paragraph or by law. The Company, Western Union, and/or their subsidiaries and Affiliates shall also be entitled to all remedies available at law or equity.

Appears in 1 contract

Samples: Mutual Separation Agreement and Release (Western Union CO)

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Consideration and Remedy. Executive acknowledges that the following paragraphs are material provisions of this ReleaseSeparation Agreement: Continued Employment and Transition Period; Complete Release; Termination from Employment Prior to February 28, Return of Company Property; Restrictive Covenant Agreement2014; Cooperation; Non-Disparagement; Affirmation of Compliance; and Other Agreements, Survivability and Successorship Successorship; and Code Section 409A (collectively, the “Material Provisions”). Executive further acknowledges that (i) the first $50,000 10,000.00 payable to Executive pursuant to subparagraph (a) of the Consulting “Payments and Benefits” paragraph of this Separation Agreement is consideration (the “ADEA Consideration”) for Executive’s release and waiver in the “Complete Release” paragraph of this Release Separation Agreement of any claims, causes of action and demands of any kind arising under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA Released Claims”); and (ii) the remainder of the amount amounts payable to Executive pursuant to subparagraph (a) of the Consulting “Payments and Benefits” paragraph of this Separation Agreement is and the benefits described in subparagraph (d) of the “Payments and Benefits” paragraph of this Separation Agreement are consideration (the “Other Consideration”) for (a) the Executive’s release and waiver in the “Complete Release” paragraph of this Release Separation Agreement of any claims, causes of action and demands of any kind other than the ADEA Released Claims (the “Other Released Claims”); and (b) the Executive’s obligations pursuant to the Material CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS Provisions. In the event of a breach by the Executive of the Material Provisions (excluding ADEA Released Claims) or in the event Executive challenges the enforceability of this Release Separation Agreement as to any of the Other Released Claims, the Company shall be entitled to immediately cease providing to the Executive the Other Consideration and any other benefits under this ReleaseSeparation Agreement, except to the extent that such payments and benefits are required, either under this paragraph or by law. The Company, Western Union, and/or their subsidiaries and Affiliates shall also be entitled to all remedies available at law or equity.

Appears in 1 contract

Samples: Incentive Plan Incentive Award Agreement (Western Union CO)

Consideration and Remedy. Executive acknowledges that the following paragraphs are material provisions of this ReleaseAgreement: Complete Release, Return of Company Property; Commencing Another Position; Cooperation; Confidentiality and Non-Disparagement; Restrictive Covenant Agreement; Cooperation; Non-Disparagement; Affirmation of ComplianceSeverability and Governing Law; and Other Agreements, Survivability and Successorship (collectively, the “Material Provisions”). Executive further acknowledges that (i) the first $50,000 payable to Executive as payments pursuant to subparagraph (a) of the Consulting “Payments and Benefits” paragraph of this Agreement is consideration (the “ADEA Consideration”) for Executive’s release and waiver in the “Complete Release” paragraph of this Release Agreement of any claims, causes of action and demands of any kind arising under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA Released Claims”); ) and (ii) the remainder of the amount payable to Executive pursuant to as payments and benefits described in the Consulting “Payments and Benefits” paragraph of this Agreement is are consideration (the “Other Consideration”) for (a) the Executive’s release and waiver in the “Complete Release” paragraph of this Release Agreement of any claims, causes of action and demands of any kind other than the ADEA Released Claims (the “Other Released Claims”); ) and (b) the Executive’s obligations pursuant to the Material CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS Provisions. In the event of a breach by the Executive of the Material Provisions (excluding ADEA Released Claims) or in the event Executive challenges the enforceability of this Release Agreement as to any of the Other Released Claims, the Company shall be entitled to immediately cease providing to the Executive the Other Consideration and any other benefits under this ReleaseAgreement, except to the extent that such payments and benefits are required, either under this paragraph 11 or by law. The CompanyIn the event of a breach of this Agreement by either party, Western Union, and/or their subsidiaries and Affiliates the other party shall also be entitled to all remedies available at law or equity.

Appears in 1 contract

Samples: Employment Agreement (Western Union CO)

Consideration and Remedy. Executive acknowledges that the following paragraphs are material provisions of this February 28, 2014 Release: Complete Release, ; Return of Company Property; Restrictive Covenant AgreementNon-Solicitation and Non-Disclosure; Commencing Another Position; Cooperation; Non-Disparagement; Affirmation of Compliance; and Other Agreements, Survivability and Successorship Successorship; and Code Section 409A (collectively, the “Material Provisions”). Executive further acknowledges that (i) the first $50,000 50,000.00 payable to Executive as payments pursuant to subparagraph (a) of the Consulting Agreement “Payments and Benefits” paragraph of this February 28, 2014 Release is consideration (the “ADEA Consideration”) for Executive’s release and waiver in the “Complete Release” paragraph of this February 28, 2014 Release of any claims, causes of action and demands of any kind arising under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA Released Claims”); and (ii) the remainder of the amount payable to Executive pursuant to as payments and benefits described in the Consulting Agreement is “Payments and Benefits” paragraph of this February 28, 2014 Release are consideration (the “Other Consideration”) for (a) the Executive’s release and waiver in the “Complete Release” paragraph of this February 28, 2014 Release of any claims, causes of action and demands of any kind other than the ADEA Released Claims (the “Other Released Claims”); and (b) the Executive’s obligations pursuant to the Material CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS Provisions. In the event of a breach by the Executive of the Material Provisions (excluding ADEA Released Claims) or in the event Executive challenges the enforceability of this February 28, 2014 Release as to any of the Other Released Claims, the Company shall be entitled to immediately cease providing to the Executive the Other Consideration and any other benefits under this ReleaseFebruary 28, 2014 Release and under the Separation Agreement, except to the extent that such payments and benefits are required, either under this paragraph or by law. The Company, Western Union, and/or their subsidiaries and Affiliates shall also be entitled to all remedies available at law or equity.

Appears in 1 contract

Samples: Incentive Plan Incentive Award Agreement (Western Union CO)

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Consideration and Remedy. Executive acknowledges that that, in addition to this paragraph, the following paragraphs are material provisions of this ReleaseAgreement: Complete Release1, Return of Company Property; Restrictive Covenant Agreement; Cooperation; Non-Disparagement; Affirmation of Compliance; 2, 3, 4, 5, 6, 7, 8, 10, and Other Agreements, Survivability and Successorship 12 (collectively, the “Material Provisions”). Executive further acknowledges that (i) the first installment of $50,000 312,500.00 that will become payable to Executive pursuant to the Consulting him under this Agreement is consideration (the “ADEA Consideration”) for Executive’s his release and waiver in the “Complete Release” paragraph of this Release 2 of any claims, causes of action and demands of any kind arising under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA Released Claims”); and (ii) . Executive also acknowledges that the remainder of the amount that will become payable to Executive pursuant to the Consulting as payments described in paragraph 1(a) of this Agreement is are consideration (the “Other Consideration”) for (a) the Executive’s release and waiver in the “Complete Release” paragraph of this Release 2 of any claims, causes of action and demands of any kind other than the ADEA Released Claims (the “Other Released Claims”); ) and (b) the Executive’s obligations pursuant to the Material CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS Provisions. In the event of of: (i) a breach or a threatened breach by the Executive of any of the Material Provisions of this Agreement (excluding ADEA Released Claims); (ii) or in the event a challenge by Executive challenges of the enforceability of this Release Agreement as to any of the Other Released Claims; (iii) the discovery by the Company on or after Executive’s Resignation Date that Executive has engaged in any act constituting Cause (as defined in Executive’s Employment Agreement) or (iv) a violation of any material Company policy on or before his Resignation Date, the Company shall will be entitled to immediately cease providing to the Executive the Other Consideration and any other payments or benefits under this ReleaseAgreement. Notwithstanding the foregoing, except to the extent that such payments and benefits are required, either under this paragraph or by lawAgreement shall only terminate after written notice of such breach and if Executive has not cured such breach within ten (10) business days following the delivery of such notice. The Company, Western Union, and/or their subsidiaries and Affiliates Whether Executive has cured such breach shall also be entitled to all remedies available at law or equitydetermined in the reasonable judgment of the Company Board of Directors.

Appears in 1 contract

Samples: Retention and Transition Agreement (First Data Corp)

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