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Title:

Separation and Distribution Agreement

Entities:

Commerce Group, Inc.; JPMorgan Chase Bank; Western Union Co

Date:

2006

Size:

Preview shows 24KB of 194KB total

Price:

$49

ID:

#2495927

Start of Preview

SECTION 1.1 Definitions

SECTION 1.2 Interpretation

SECTION 2.1 SEC and Other Securities Filings; Western Union Note Offering

SECTION 2.2 Financial Instruments

SECTION 3.1 Actions Taken Prior to Execution of this Agreement

SECTION 3.2 Actions Prior to the Separation

SECTION 3.3 The Separation

SECTION 3.4 Termination of Existing Intercompany Agreements

SECTION 4.1 Record Date and Distribution Date

SECTION 4.2 Increase In Western Union Authorized Shares

SECTION 4.3 The Agent

SECTION 4.4 Delivery of Western Union Shares

SECTION 4.5 The Distribution

SECTION 4.6 Delivery of Western Union Shares

SECTION 4.7 Distribution is at First Datas Discretion

SECTION 4.8 Additional Approvals

SECTION 5.1 Actions Following the Distribution

SECTION 6.1 Delivery of Instruments of Conveyance

SECTION 6.2 Provision of Corporate Records

SECTION 7.1 No First Data Representations or Warranties

SECTION 7.2 No Western Union Representations or Warranties

SECTION 8.1 Governmental Approvals and Consents; Third Party Consents

SECTION 8.2 Non-Assignable Contracts

SECTION 8.3 Further Assurances

SECTION 8.4 Receipt of Misdirected Assets

SECTION 8.5 Late Payments

SECTION 8.6 Certain Business Matters

SECTION 8.7 Litigation

SECTION 8.8 Signs; Use of Company Name

SECTION 8.9 Stock Options Registration Statement

SECTION 9.1 Conditions to the Distribution

SECTION 9.2 First Data Right Not to Close or to Terminate

SECTION 10.1 Insurance Prior to the Distribution Date

SECTION 10.2 Ownership of Existing Policies and Programs

SECTION 10.3 Maintenance of Insurance for Western Union

SECTION 10.4 Acquisition and Maintenance of Post-Distribution Insurance by Western Union

SECTION 10.5 Rights Under Shared Policies

SECTION 10.6 Administration and Reserves

SECTION 10.7 Insurance Premiums

SECTION 10.8 Agreement for Waiver of Conflict and Shared Defense

SECTION 10.9 Duty to Mitigate Settlements

SECTION 10.10 Non-Waiver of Rights to Coverage

SECTION 11.1 Expenses Incurred On or Prior To the Distribution Date

SECTION 11.2 Expenses Incurred or Accrued After the Distribution Date

SECTION 12.1 Release of Pre-Distribution Claims

SECTION 12.2 Indemnification by Western Union

SECTION 12.3 Indemnification by First Data

SECTION 12.4 Applicability of and Limitation on Indemnification

SECTION 12.5 Adjustment of Indemnifiable Losses.

SECTION 12.6 Procedures for Indemnification of Third Party Claims

SECTION 12.7 Procedures for Indemnification of Direct Claims

SECTION 12.8 Contribution

End of Preview