Purpose and Release. The purpose of this Agreement is (i) except as otherwise specifically provided in this Agreement, to terminate all prior agreements between the Company, and any of its affiliates, and Employee relating to the subject matter of this Agreement, (ii) to recognize Employee’s significant contributions to the overall financial performance and success of the Company, (iii) to protect the Company’s business interests through the addition of restrictive covenants, and (iv) to provide a single, integrated document which shall provide the basis for Employee’s continued employment by the Company. In consideration of the execution of this Agreement and the termination of all such prior agreements (except to the extent otherwise specifically provided in this Agreement), the parties each release all rights and claims that they have, had or may have arising under such prior agreements.
Purpose and Release. The purpose of this Agreement is to amend and restate all prior agreements between Company, and any of its affiliates, and Employee relating to the subject matter of this Agreement (including, without limitation, the Employment Agreement dated as of June 30, 2008 by and between Company and Employee), to recognize Employee’s significant contributions to the overall financial performance and success of Company, to protect Company’s business interests through the addition of restrictive covenants, to assure Company of the services of Employee following the Effective Date, and to provide a single, integrated document which shall provide the basis for Employee’s continued employment by Company. In consideration of the execution of this Agreement and the amendment and restatement of all such prior agreements, the parties each release all rights and claims that they have, had or may have arising under such prior agreements.
Purpose and Release. Subject to the occurrence of the Effective Time (as defined in the Agreement and Plan of Merger by and among the Company, Cars Holdings, LLC and Metavante Technologies, Inc., a Wisconsin corporation (“Metavante”) (the “Merger Agreement”)), the purpose of this Agreement is to amend and restate all prior agreements between the Company, Metavante and any of their respective affiliates, and Employee relating to the subject matter of this Agreement (including, without limitation, (a) the Employment Agreement dated as of November 1, 2007 and amended as of November 1, 2008 by and between Metavante (f/k/a Metavante Holding Company) and the Employee (the “Prior Employment Agreement”) and (b) the Change of Control Agreement dated as of November 1, 2007 by and between Metavante (f/k/a Metavante Holding Company) and the Employee (the “Prior COC Agreement”)) (collectively, the “Prior Agreements”), to assure the Company of the services of the Employee following the Effective Time, and to provide a single, integrated document which shall provide the basis for Employee’s continued employment by the Company. Subject to the occurrence of the Effective Time and in consideration of the execution of this Agreement and the amendment and restatement of all such prior agreements, the parties each release all rights and claims that they have, had or may have arising under such Prior Agreements (other than rights under the terms of a benefit plan or program of the Company or its Affiliates (other than the Prior Employment Agreement and the Prior COC Agreement) which shall be determined in accordance with the terms of such plans and programs).
Purpose and Release. The purpose of this Agreement is to terminate all prior agreements between Company, and any of its affiliates, and Employee relating to the subject matter of this Agreement (including a September 14, 2005 agreement between Employee and Company), to recognize Employee’s significant contributions to the overall financial performance and success of Company, to protect Company’s business interests through the addition of restrictive covenants, and to provide a single, integrated document which shall provide the basis for Employee’s continued employment by Company. In consideration of the execution of this Agreement and the termination of all such prior agreements, the parties each release all rights and claims that they have, had or may have arising under such prior agreements.
Purpose and Release. The purpose of this Agreement is to: (i) amend, restate and replace all prior agreements between Employee and Company, or one of its affiliates, relating to the subject matter of this Agreement; (ii) recognize Employee’s significant contributions to the overall financial performance and success of Company; (iii) protect Company’s business interests through the addition of restrictive covenants; and (iv) provide a single, integrated document which shall provide the basis for Employee’s continued employment by Company.
Purpose and Release. The purpose of this Agreement is to terminate all prior agreements between Company, and any of its affiliates, and Employee relating to the subject matter of this Agreement (including an Employment Agreement dated March 1, 2005 and a Non-Competition Agreement dated January 27, 2004 with Fidelity Information Services, Inc.), to recognize Employee’s significant contributions to the overall financial performance and success of Company, to protect Company’s business interests through the addition of restrictive covenants, and to provide a single, integrated document which shall provide the basis for Employee’s continued employment by Company. In consideration of the execution of this Agreement and the termination of all such prior agreements, the parties each release all rights and claims that they have, had or may have arising under such prior agreements.
Purpose and Release. The purpose of this Agreement is to amend and restate all prior agreements between Company, and any of its affiliates, and Employee relating to the subject matter of this Agreement (including, without limitation, the Employment Agreement dated as of February 15, 2008 by and between Company and Employee), to recognize Employee's significant contributions to the overall financial performance and success of Company, to protect Company's business interests through the addition of restrictive covenants, to assure Company of the services of Employee following the Effective Date, and to provide a single, integrated document which shall provide the basis for Employee's continued employment by Company. In consideration of the execution of this Agreement and the amendment and restatement of all such prior agreements, the parties each release all rights and claims that they have, had or may have arising under such prior agreements. 2.
Purpose and Release. (a) The Escrowed Funds shall serve as the source of payments that may become due to Sellers from Buyer pursuant to Section 1.05(g) of the Purchase Agreement (the "Section 338 Tax Adjustment Amount"). For purposes of this Agreement, the term "Business Day" shall mean any day other than a Saturday or Sunday on which the Escrow Agent is open for business.
Purpose and Release. (a) The Escrowed Funds shall serve as the source of payments that may become due to Sellers from Buyer pursuant to Section 1.05(g) of the Purchase Agreement (the "Section 338 Tax Adjustment Amount"). For purposes of this Agreement, the term "
Purpose and Release. This Agreement amends and restates, in its entirety, the obligations of the parties under the Employment Agreement between the Company and the Employee, dated as of May 1, 2008 (the “Prior Agreement”). The purpose of this Agreement is to terminate all prior agreements between the Company, and any of its affiliates, and the Employee relating to the subject matter of this Agreement, to recognize the Employee’s significant contributions to the overall financial performance and success of the Company, to acknowledge the importance of the Employee’s continued services to the Company’s future success, to assure the Company of the services of the Employee following the Effective Date notwithstanding any rights the Employee may have to terminate Prior Agreement, to protect the Company’s business interests through the inclusion of restrictive covenants, and to provide a single, integrated document which shall provide the basis for the Employee’s continued employment by the Company. In consideration of the execution of this Agreement and the termination of all such prior agreements, the parties each release all rights and claims that they have, had or may have arising under such prior agreements, including the Prior Agreement. In the event the Effective Date does not occur, this Agreement shall be void ab initio and of no further force and effect.
