Common use of Right to Injunction; Survival of Undertakings Clause in Contracts

Right to Injunction; Survival of Undertakings. (a) In recognition of the confidential nature of the Confidential Information, and in recognition of the necessity of the limited restrictions imposed by this Agreement, Executive and WPX agree that it would be impossible to measure solely in money the damages which WPX would suffer if Executive were to breach any of his obligations hereunder. Executive acknowledges that any breach of any provision of this Agreement would irreparably injure WPX. Accordingly, Executive agrees that if he breaches any of the provisions of Article VI of this Agreement, WPX shall be entitled, in addition to any other remedies to which WPX may be entitled under this Agreement or otherwise, to an injunction to be issued by a court of competent jurisdiction, to restrain any breach, or threatened breach, of any provision of this Agreement without the necessity of posting a bond or other security therefor, and Executive hereby waives any right to assert any claim or defense that WPX has an adequate remedy at law for any such breach. (b) If a court determines that any covenant included in this Article VI is unenforceable in whole or in part because of such covenant’s duration or geographical or other scope, such court shall have the power to modify the duration or scope of such provision, as the case may be, so as to cause such covenant as so modified to be enforceable. Furthermore, if a court determines that a certain form of remedy or relief sought by WPX for the breach of a covenant included in this Article VI is unavailable under applicable law, such a finding shall not prohibit WPX from obtaining a different form of remedy or relief with respect to such breach which such court has not found to be unavailable. (c) All of the provisions of this Agreement shall survive any Separation from Service of Executive, without regard to the reasons for such termination. Notwithstanding Section 2.6, in addition to any other rights it may have, neither WPX nor any Affiliate shall have any obligation to pay or provide severance or other benefits (except as may be required under the Employee Retirement Income Security Act of 1974, as amended) after the Termination Date if Executive has materially breached any of Executive’s obligations under Article VI of this Agreement.

Right to Injunction; Survival of Undertakings. (a) In recognition of the confidential nature of the Confidential Information, and in recognition of the necessity of the limited restrictions imposed by this Agreement, Executive and WPX Xxxxxxxx agree that it would be impossible to measure solely in money the damages which WPX Xxxxxxxx would suffer if Executive were to breach any of his obligations hereunder. Executive acknowledges that any breach of any provision of this Agreement would irreparably injure WPXXxxxxxxx. Accordingly, Executive agrees that if he breaches any of the provisions of Article VI of this Agreement, WPX Xxxxxxxx shall be entitled, in addition to any other remedies to which WPX Xxxxxxxx may be entitled under this Agreement or otherwise, to an injunction to be issued by a court of competent jurisdiction, to restrain any breach, or threatened breach, of any provision of this Agreement without the necessity of posting a bond or other security therefor, and Executive hereby waives any right to assert any claim or defense that WPX Xxxxxxxx has an adequate remedy at law for any such breach. (b) If a court determines that any covenant included in this Article VI is unenforceable in whole or in part because of such covenant’s duration or geographical or other scope, such court shall have the power to modify the duration or scope of such provision, as the case may be, so as to cause such covenant as so modified to be enforceable. Furthermore, if a court determines that a certain form of remedy or relief sought by WPX for the breach of a covenant included in this Article VI is unavailable under applicable law, such a finding shall not prohibit WPX from obtaining a different form of remedy or relief with respect to such breach which such court has not found to be unavailable. (c) All of the provisions of this Agreement shall survive any Separation from Service of Executive, without regard to the reasons for such termination. Notwithstanding Section 2.6, in addition to any other rights it may have, neither WPX Xxxxxxxx nor any Affiliate shall have any obligation to pay or provide severance or other benefits (except as may be required under the Employee Retirement Income Security Act of 1974, as amended) after the Termination Date if Executive has materially breached any of Executive’s obligations under Article VI of this Agreement.

Right to Injunction; Survival of Undertakings. (a) In recognition of the confidential nature of the Confidential and Proprietary Information, and in recognition of the necessity of the limited restrictions imposed by this Agreement, Executive and WPX SemGroup agree that it would be impossible to measure solely in money the damages which WPX SemGroup would suffer if Executive were to breach any of his obligations hereunder. Executive acknowledges that any breach of any provision of this Agreement would irreparably injure WPXSemGroup. Accordingly, Executive agrees that if he breaches any of the provisions of Article VI of this Agreement, WPX SemGroup shall be entitled, in addition to any other remedies to which WPX SemGroup may be entitled under this Agreement or otherwise, to an injunction to be issued by a court of competent jurisdiction, to restrain any breach, or threatened breach, of any provision of this Agreement without the necessity of posting a bond or other security therefor, and Executive hereby waives any right to assert any claim or defense that WPX SemGroup has an adequate remedy at law for any such breach. (b) If a court determines that any covenant included in this Article VI IV is unenforceable in whole or in part because of such covenant’s duration or geographical or other scope, such court shall have the power to modify the duration or scope of such provision, as the case may be, so as to cause such covenant as so modified to be enforceable. Furthermore, if a court determines that a certain form of remedy or relief sought by WPX for the breach of a covenant included in this Article VI is unavailable under applicable law, such a finding shall not prohibit WPX from obtaining a different form of remedy or relief with respect to such breach which such court has not found to be unavailable. (c) All of the provisions of this Agreement shall survive any Separation from Service of Executive, without regard to the reasons for such termination. Notwithstanding Section 2.62.7, in addition to any other rights it may have, neither WPX SemGroup nor any Affiliate shall have any obligation to pay or provide severance or other benefits (except as may be required under the Employee Retirement Income Security Act of 1974, as amendedERISA) after the Termination Date if Executive has materially breached any of Executive’s obligations under Article VI of this Agreement.

Right to Injunction; Survival of Undertakings. (a) In recognition of the confidential nature of the Confidential Information, and in recognition of the necessity of the limited restrictions imposed by this Agreement, Executive and WPX agree that it would be impossible to measure solely in money the damages which WPX would suffer if Executive were to breach any of his obligations hereunder. Executive acknowledges that any breach of any provision of this Agreement would irreparably injure WPX. Accordingly, Executive agrees that if he breaches any of the provisions of Article VI of this Agreement, WPX shall be entitled, in addition to any other remedies to which WPX may be entitled under this Agreement or otherwise, to an injunction to be issued by a court of competent jurisdiction, to restrain any breach, or threatened breach, of any provision of this Agreement without the necessity of posting a bond or other security therefor, and Executive hereby waives any right to assert any claim or defense that WPX has an adequate remedy at law for any such breach. (b) If a court determines that any covenant included in this Article VI is unenforceable in whole or in part because of such covenant’s duration or geographical or other scope, such court shall have the power to modify the duration or scope of such provision, as the case may be, so as to cause such covenant as so modified to be enforceable. Furthermore, if a court determines that a certain form of remedy or relief sought by WPX for the breach of a covenant included in this Article VI is unavailable under applicable law, such a finding shall not prohibit WPX from obtaining a different form of remedy or relief with respect to such breach which such court has not found to be unavailable. (c) All of the provisions of this Agreement shall survive any Separation from Service of Executive, without regard to the reasons for such termination. Notwithstanding Section 2.6, in addition to any other rights it may have, neither WPX nor any Affiliate shall have any obligation to pay or provide severance or other benefits (except as may be required under the Employee Retirement Income Security Act of 1974, as amended) after the Termination Date if Executive has materially breached any of Executive’s obligations under Article VI of this Agreement.

Right to Injunction; Survival of Undertakings. (ai) In recognition of the confidential nature of the Confidential Information, and in recognition of the necessity of the limited restrictions imposed by this Agreement, the Executive and WPX the Company agree that it would be impossible to measure solely in money the damages which WPX the Company would suffer if the Executive were to breach any of his the Executive’s obligations hereunder. The Executive acknowledges that any breach of any provision of this Agreement would irreparably injure WPXthe Company. Accordingly, the Executive agrees that if he the Executive breaches any of the provisions of Article VI Section 8 of this Agreement, WPX the Company shall be entitled, in addition to any other remedies to which WPX the Company may be entitled under this Agreement or otherwise, to an injunction to be issued by a court of competent jurisdiction, to restrain any breach, or threatened breach, of any provision of this Agreement without the necessity of posting a bond or other security therefortherefore, and the Executive hereby waives any right to assert any claim or defense that WPX the Company has an adequate remedy at law for any such breach. (bii) If a court determines that any covenant included in this Article VI Section 8 is unenforceable in whole or in part because of such covenant’s duration or geographical or other scope, such court shall have the power to modify the duration or scope of such provision, as the case may be, so as to cause such covenant as so modified to be enforceable. Furthermore, if a court determines that a certain form of remedy or relief sought by WPX the Company for the breach of a covenant included in this Article VI Section 8 is unavailable under applicable law, such a finding shall not prohibit WPX the Company from obtaining a different form of remedy or relief with respect to such breach which such court has not found to be unavailable. (ciii) All of the provisions of this Agreement shall survive any Separation separation from Service service of the Executive, without regard to the reasons for such termination. Notwithstanding Section 2.6, in addition to any other rights it may have, neither WPX nor any Affiliate shall have any obligation to pay or provide severance or other benefits (except as may be required under the Employee Retirement Income Security Act of 1974, as amended) after the Termination Date if Executive has materially breached any of Executive’s obligations under Article VI of this Agreement.

Right to Injunction; Survival of Undertakings. (ai) In recognition of the confidential nature of the Confidential Information, and in recognition of the necessity of the limited restrictions imposed by this Agreement, Executive and WPX the Company agree that it would be impossible to measure solely in money the damages which WPX the Company would suffer if Executive were to breach any of his or her obligations hereunder. Executive acknowledges that any breach of any provision of this Agreement would irreparably injure WPXthe Company. Accordingly, Executive agrees that if he or she breaches any of the provisions of Article VI of this Agreement, WPX the Company shall be entitled, in addition to any other remedies to which WPX the Company may be entitled under this Agreement or otherwise, to an injunction to be issued by a court of competent jurisdictionjurisdiction or arbitrator, to restrain any breach, or threatened breach, of any provision of this Agreement without the necessity of posting a bond or other security therefor, and Executive hereby waives any right to assert any claim or defense that WPX the Company has an adequate remedy at law for any such breach. (bii) If a court of competent jurisdiction or arbitrator determines that any covenant included in this Article VI Section 11 is unenforceable in whole or in part because of such covenant’s duration or geographical or other scope, such court or arbitrator shall have the power to modify the duration or scope of such provision, as the case may be, so as to cause such covenant as so modified to be enforceable. Furthermore, if a court determines that a certain form of remedy or relief sought by WPX for the breach of a covenant included in this Article VI is unavailable under applicable law, such a finding shall not prohibit WPX from obtaining a different form of remedy or relief with respect to such breach which such court has not found to be unavailable. (ciii) All Executive’s obligations under this Section 11 and any provisions necessary to interpret or enforce this Section 11 shall be in effect regardless of whether the Employment Period ever begins, and shall survive the expiration of the provisions Employment Period (if any) and any termination of this the Agreement shall survive any Separation from Service of Term and/or Executive’s employment with the Company or an affiliate, without regard to the reasons for such termination. Notwithstanding Section 2.6, in addition to any other rights it may have, neither WPX nor any Affiliate shall have any obligation to pay or provide severance or other benefits (except as may be required under the Employee Retirement Income Security Act of 1974, as amended) after the Termination Date if Executive has materially breached any of Executive’s obligations under Article VI of this Agreement.

Right to Injunction; Survival of Undertakings. (ai) In recognition of the confidential nature of the Confidential Information, and in recognition of the necessity of the limited restrictions imposed by this ADMIN/21794887v3 Agreement, Executive and WPX the Company agree that it would be impossible to measure solely in money the damages which WPX the Company would suffer if Executive were to breach any of his or her obligations hereunder. Executive acknowledges that any breach of any provision of this Agreement would irreparably injure WPXthe Company. Accordingly, Executive agrees that if he or she breaches any of the provisions of Article VI of this Agreement, WPX the Company shall be entitled, in addition to any other remedies to which WPX the Company may be entitled under this Agreement or otherwise, to an injunction to be issued by a court of competent jurisdictionjurisdiction or arbitrator, to restrain any breach, or threatened breach, of any provision of this Agreement without the necessity of posting a bond or other security therefor, and Executive hereby waives any right to assert any claim or defense that WPX the Company has an adequate remedy at law for any such breach. (bii) If a court of competent jurisdiction or arbitrator determines that any covenant included in this Article VI Section 11 is unenforceable in whole or in part because of such covenant’s duration or geographical or other scope, such court or arbitrator shall have the power to modify the duration or scope of such provision, as the case may be, so as to cause such covenant as so modified to be enforceable. Furthermore, if a court determines that a certain form of remedy or relief sought by WPX for the breach of a covenant included in this Article VI is unavailable under applicable law, such a finding shall not prohibit WPX from obtaining a different form of remedy or relief with respect to such breach which such court has not found to be unavailable. (ciii) All Executive’s obligations under this Section 11 and any provisions necessary to interpret or enforce this Section 11 shall be in effect regardless of whether the Employment Period ever begins, and shall survive the expiration of the provisions Employment Period (if any) and any termination of this the Agreement shall survive any Separation from Service of Term and/or Executive’s employment with the Company or an affiliate, without regard to the reasons for such termination. Notwithstanding Section 2.6, in addition to any other rights it may have, neither WPX nor any Affiliate shall have any obligation to pay or provide severance or other benefits (except as may be required under the Employee Retirement Income Security Act of 1974, as amended) after the Termination Date if Executive has materially breached any of Executive’s obligations under Article VI of this Agreement.

Right to Injunction; Survival of Undertakings. (a) In recognition of the confidential nature of the Confidential and Proprietary Information, and in recognition of the necessity of the limited restrictions imposed by this Agreement, Executive and WPX SemGroup agree that it would be impossible to measure solely in money the damages which WPX SemGroup would suffer if Executive were to breach any of his obligations hereunder. Executive acknowledges that any breach of any provision of this Agreement would irreparably injure WPXSemGroup. Accordingly, Executive agrees that if he breaches any of the provisions of Article VI of this Agreement, WPX SemGroup shall be entitled, in addition to any other remedies to which WPX SemGroup may be entitled under this Agreement or otherwise, to an injunction injunction, without having to prove damages, to be issued by a court of competent jurisdiction, to restrain any breach, or threatened breach, of any provision of this Agreement by the Executive, or by any or all of the Executive's partners, employers, employees, servants, agents, representatives and any other Persons directly or indirectly acting for, or on behalf of, or with, the Executive, without the necessity of posting a bond or other security therefor, and . Executive hereby waives any right to assert any claim or defense that WPX SemGroup has an adequate remedy at law for any such breach. (b) breach and agrees that SemGroup shall be entitled to all of its costs and expenses incurred in obtaining such relief. If any covenant or provision of this ARTICLE IV is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect. Further, to the extent any covenant or provision of this ARTICLE IV is determined by a court determines that any covenant included in this Article VI is of competent jurisdiction to be void or unenforceable in whole or in part because of such covenant’s duration or geographical or other scope, then such court shall have the power to modify the duration or scope of such provision, as the case may be, so as to cause such covenant as so modified to be enforceable. Furthermore, if a court determines that a certain form of remedy or relief sought by WPX for the breach of a covenant included in this Article VI is unavailable under applicable law, such a finding shall not prohibit WPX from obtaining a different form of remedy or relief with respect to such breach which such court has not found to be unavailable. (cb) All of the provisions of this Agreement shall survive any Separation from Service of Executive, without regard to the reasons for such termination. Notwithstanding Section 2.62.8, in addition to any other rights it may have, neither WPX SemGroup nor any Affiliate shall have any obligation to pay or provide severance or other benefits (except as may be required under the Employee Retirement Income Security Act of 1974, as amendedapplicable law) after the Termination Date if Executive has materially breached any of Executive’s obligations under Article VI of this Agreement.

Right to Injunction; Survival of Undertakings. (ai) In recognition of the confidential nature of the Confidential Information, and in recognition of the necessity of the limited restrictions imposed by this Agreement, the Executive and WPX the Company agree that it would be impossible to measure solely in money the damages which WPX the Company would suffer if the Executive were to breach any of his obligations hereunder. The Executive acknowledges that any breach of any provision of this Agreement would irreparably injure WPXthe Company. Accordingly, the Executive agrees that if he breaches any of the provisions of Article VI Section 9 of this Agreement, WPX the Company shall be entitled, in addition to any other remedies to which WPX the Company may be entitled under this Agreement or otherwise, to an injunction to be issued by a court of competent jurisdiction, to restrain any breach, or threatened breach, of any provision of this Agreement without the necessity of posting a bond or other security therefor, and the Executive hereby waives any right to assert any claim or defense that WPX the Company has an adequate remedy at law for any such breach. (bii) If a court determines that any covenant included in this Article VI Section 9 is unenforceable in whole or in part because of such covenant’s duration or geographical or other scope, such court shall have the power to modify the duration or scope of such provision, as the case may be, so as to cause such covenant as so modified to be enforceable. Furthermore, if a court determines that a certain form of remedy or relief sought by WPX the Company for the breach of a covenant included in this Article VI Section 9 is unavailable under applicable law, such a finding shall not prohibit WPX the Company from obtaining a different form of remedy or relief with respect to such breach which such court has not found to be unavailable. (ciii) All of the provisions of this Agreement shall survive any Separation separation from Service service of the Executive, without regard to the reasons for such termination. Notwithstanding Section 2.6, in addition to any other rights it may have, neither WPX nor any Affiliate shall have any obligation to pay or provide severance or other benefits (except as may be required under the Employee Retirement Income Security Act of 1974, as amended) after the Termination Date if Executive has materially breached any of Executive’s obligations under Article VI of this Agreement.

Right to Injunction; Survival of Undertakings. (ai) In recognition of the confidential nature of the Confidential Information, and in recognition of the necessity of the limited restrictions imposed by this Agreement, the Executive and WPX the Company agree that it would be impossible to measure solely in money the damages which WPX the Company would suffer if the Executive were to breach any of his obligations hereunder. The Executive acknowledges that any breach of any provision of this Agreement would irreparably injure WPXthe Company. Accordingly, the Executive agrees that if he breaches any of the provisions of Article VI Section 6 of this Agreement, WPX the Company shall be entitled, in addition to any other remedies to which WPX the Company may be entitled under this Agreement or otherwise, to an injunction to be issued by a court of competent jurisdiction, to restrain any breach, or threatened breach, of any provision of this Agreement without the necessity of posting a bond or other security therefor, and the Executive hereby waives any right to assert any claim or defense that WPX the Company has an adequate remedy at law for any such breach. (bii) If a court determines that any covenant included in this Article VI Section 6 is unenforceable in whole or in part because of such covenant’s duration or geographical or other scope, such court shall have the power to modify the duration or scope of such provision, as the case may be, so as to cause such covenant as so modified to be enforceable. Furthermore, if a court determines that a certain form of remedy or relief sought by WPX the Company for the breach of a covenant included in this Article VI Section 6 is unavailable under applicable law, such a finding shall not prohibit WPX the Company from obtaining a different form of remedy or relief with respect to such breach which such court has not found to be unavailable. (ciii) All of the provisions of this Agreement shall survive any Separation separation from Service service of the Executive, without regard to the reasons for such termination. Notwithstanding Section 2.6, in addition to any other rights it may have, neither WPX nor any Affiliate shall have any obligation to pay or provide severance or other benefits (except as may be required under the Employee Retirement Income Security Act of 1974, as amended) after the Termination Date if Executive has materially breached any of Executive’s obligations under Article VI of this Agreement.

Right to Injunction; Survival of Undertakings. (a) In recognition of the confidential nature of the Confidential Information, and in recognition of the necessity of the limited restrictions imposed by this AgreementSections 8.1, Executive 8.2, 8.3 and WPX 8.4 the parties agree that it would be impossible to measure solely in money the damages which WPX the Company would suffer if Executive were to breach any of his or her obligations hereunderunder such Sections. Executive acknowledges that any breach of any provision of this Agreement such Sections would irreparably injure WPXthe Company. Accordingly, Executive agrees that if he or she breaches any of the provisions of Article VI of this Agreementsuch Sections, WPX the Company shall be entitled, in addition to any other remedies to which WPX the Company may be entitled under this Agreement or otherwise, to an injunction to be issued by a court of competent jurisdiction, to restrain any breach, or threatened breach, of any provision of this Agreement without the necessity of posting a bond or other security thereforsuch provisions, and Executive hereby waives any right to assert any claim or defense that WPX the Company has an adequate remedy at law for any such breach. (b) The provisions of Sections 8.1-8.4 hereof are, and shall be construed as, independent covenants, and no claimed or actual breach of any contractual or legal duty by the Company shall excuse or terminate Executive’s obligations under this Agreement or preclude the Company from obtaining injunctive relief for Executive’s violation, or threatened violation, of any of those provisions. (c) The parties hereto irrevocably consent to the exclusive jurisdiction of any federal court located within the Northern District of Illinois and irrevocably agree that all, actions or proceedings arising out of or related to an alleged breach of any covenant under article VIII to this Agreement or any of the transactions contemplated hereby or thereby shall be litigated in such courts, and each of the parties waive any and all objections to jurisdiction that they may have based on improper venue or forum non conveniens. (d) If a court determines that any covenant of the covenants included in this Article VI VIII is unenforceable in whole or in part because part, it is the intention of such covenant’s duration or geographical or other scope, the parties that such court shall have the power to modify the duration or scope of any such provision, as to the case may beextent necessary to render the provision enforceable (for the maximum duration and scope permissible), so as to cause and such covenant provision as so modified to shall be enforceable. Furthermore, if a court determines that a certain form of remedy or relief sought by WPX for the breach of a covenant included in this Article VI is unavailable under applicable law, such a finding shall not prohibit WPX from obtaining a different form of remedy or relief with respect to such breach which such court has not found to be unavailableenforced. (ce) All of the provisions of this Agreement Article VIII shall survive any Separation from Service Termination of Executive, Employment without regard to (i) the reasons for such termination. Notwithstanding Section 2.6, in addition to any other rights it may have, neither WPX nor any Affiliate termination or (ii) the expiration of the Agreement Term. (f) The Company shall have any no further obligation to pay or provide severance or other benefits (except as may be required under Article II, Article IV, or Article V if a court determines that the Employee Retirement Income Security Act of 1974, as amended) after the Termination Date if Executive has materially breached any of Executive’s obligations under covenant in this Article VI of this AgreementVIII.