First Data 2009 Annual Report Download - page 279

(b) In the event of any controversy among the parties hereto arising out of, or relating to, this Agreement which cannot be
settled amicably by the parties, such controversy shall be finally, exclusively and conclusively settled by mandatory arbitration
conducted expeditiously in accordance with the American Arbitration Association rules by a single independent arbitrator. Such
arbitration process shall take place in New York, New York. The decision of the arbitrator shall be final and binding upon all
parties hereto and shall be rendered pursuant to a written decision, which contains a detailed recital of the arbitrator’s reasoning.
Judgment upon the award rendered may be entered in any court having jurisdiction thereof.
(c) Notwithstanding the foregoing, the Management Stockholder acknowledges and agrees that the Company, its
subsidiaries, the Investors and any of their respective affiliates shall be entitled to injunctive or other relief in order to enforce the
covenant not to compete, covenant not to solicit and/or confidentiality covenants as set forth in Section 23(a) of this Agreement.
(d) In the event of any arbitration or other disputes with regard to this Agreement or any other document or agreement
referred to herein, each Party shall pay its own legal fees and expenses, unless otherwise determined by the arbitrator.
19 Assignability of Certain Rights by the Company. The Company shall have the right to assign any or all of its rights or
obligations) to purchase shares of Stock pursuant to Sections 4, 5 and 6 hereof; provided, however, that no such assignment shall
relieve the Company from its obligations thereunder.
20 Miscellaneous.
(a) In this Agreement all references to “dollars” or “$” are to United States dollars and the masculine pronoun shall include
the feminine and neuter, and the singular shall include the plural, where the context so indicates.
(b) If any provision of this Agreement shall be declared illegal, void or unenforceable by any court of competent
jurisdiction, the other provisions shall not be affected, but shall remain in full force and effect.
21 Withholding. The Company or its subsidiaries shall have the right to deduct from any cash payment made under this
Agreement to the applicable Management Stockholder Entities any federal, state or local income or other taxes required by law to be
withheld with respect to such payment, if applicable.
22 Notices. All notices and other communications provided for herein shall be in writing. Any notice or other
communication hereunder shall be deemed duly given (i) upon electronic confirmation of facsimile, (ii) one business day following
the date sent when sent by overnight delivery and (iii) five (5) business days following the date mailed when mailed by registered or
certified mail return receipt requested and postage prepaid, in each case as follows:
(a) If to the Company, to it at the following address:
First Data Corporation
6200 S. Quebec Street
Greenwood Village, Colorado 80111
Attention: General Counsel
Telecopy:
with copies to:
Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street
New York, New York 10019
Attention: Scott Nuttall
Telecopy:
and
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Attention: Alvin Brown, Esq.
Telecopy: [phone]