Surviving Agreements. This Agreement provides for certain payments and benefits to the Executive to be determined by the employee benefit plans and programs, incentive plans, stock option, and other stock or equity compensation plans of the Company and its Affiliates. To the extent so provided, such programs and plans constitute part of the agreement and understanding between the Executive and the Company and are incorporated herein and made a part hereof. The Executive and the Company hereby reaffirm their respective commitments under such programs and plans, and again agree to be bound by each of the covenants contained therein for the benefit of the Company in consideration of the benefits made available to the Executive hereby.
Surviving Agreements. The Agreement to Protect Corporate Property previously executed by the Executive, any written stock option agreement into which the Executive entered with the Company, and any Compensation Protection Agreement into which the Executive entered with the Company are incorporated herein and made a part hereof. The Executive and the Company hereby reaffirm their respective commitments under the agreements to which reference is made in this Section 11, and again agree to be bound by each of the covenants contained therein for the benefit of the Company and Affiliates in consideration of the benefits made available to the Executive hereby.
Surviving Agreements. 1. Gas Supply Fee Agreement by and between WPX Energy Marketing, LLC and Xxxxxxxx Energy (Canada), Inc. dated November 18, 2009.
Surviving Agreements. Notwithstanding Section 6.1, the Stock Option Grant Notice and Stock Option Agreement described in Section 4.3 and the Indemnification Agreement dated January 19, 2011 between Executive and Company will remain in full force and effect in accordance with their terms (collectively, the “Surviving Agreements”). For clarity, Executive’s rights to indemnification, under the charter and bylaws of Company and the constituent documents of Company’s subsidiaries will remain in full force and effect in accordance with their terms. Executive’s rights and obligations under any directors’ and officers’ insurance policy maintained by Company are not effected by this Agreement and the Company agrees to maintain such policies after the Separation Date in Company’s discretion in accordance with Company’s needs; provided that Company will notify Executive if Company plans to terminate or not renew such insurance so that Executive may seek to purchase tail or other coverage.
Surviving Agreements. There are no leases, management, employment, service, equipment, supply, maintenance, water, sewer or other utility agreements, or agreements with municipalities with respect to or affecting the Property which are or will be binding upon Purchaser, or which will burden the Property or Purchaser after Closing in any manner whatsoever.
Surviving Agreements. Notwithstanding any contrary provision of this Agreement or any other agreement between the Company and Executive, the parties agree that the following obligations of the Company to Executive, or agreements between the Company and Executive, remain binding and enforceable according to their terms (the "Remaining Agreements"): (a) the Consulting Agreement between the Company and Executive, dated as of the Effective Date, and all obligations of the Company thereunder; (b) the deferred compensation arrangement between the Company and Executive, and all obligations of the Company thereunder; (c) all stock option agreements and other equity incentive compensation arrangements between the Company and Executive, and all obligations of the Company thereunder; and (d) any and all obligations of the Company, whether contractual (either written or oral), statutory or otherwise, to provide Executive indemnification. Furthermore, the Company represents and covenants that the Severance shall not adversely affect any of the economic or other rights of Executive under any Remaining Agreement, and that the Company shall take necessary steps to ensure that Executive remains a covered individual under the Company's directors and officers insurance policy.
Surviving Agreements. Employee and the Company agree that the Surviving Agreements survive the termination of Employee’s employment and shall remain in full force and effect as set forth in the Surviving Agreements except as otherwise set forth in this Section 8 or agreed to by the Parties in writing. Employee reaffirms and agrees to honor and abide by the terms of the Surviving Agreements; provided that, notwithstanding anything to the contrary in the Non-Competition Agreement or any other non-competition or non-solicitation agreements, if any, between Employee and the Company, the Parties agree as follows:
Surviving Agreements. There are no leases, service agreements, or other agreements affecting the Properties which will survive the Closing.
Surviving Agreements. Nothing contained in this Agreement is intended to or shall be construed to release or waive any rights of the Parties under any agreement restricting solicitations of customers or employees of the Company, or concerning the intellectual property of the Company. Company acknowledges that the Change of Control Agreements shall remain in full force and effect through December 31, 2003. Notwithstanding the foregoing, if a "Change of Control" (as defined in the Change of Control Agreements) shall not have occurred by December 31, 2003, then such Change of Control Agreements shall terminate and be of no further force or effect and be subject to the General Release contained in Section 7(a) in all respects, and Executive expressly agrees to release the Company from liability for any and all rights, claims, benefits or awards due Executive under such Change of Control Agreements.
Surviving Agreements. Nothing in the prior paragraph (21. Entire Agreement) shall affect Employee’s obligations owed to Employer under any confidentiality, invention assignment or other similar agreements, all of which survive the Severance Agreement and General Release and remain in full force and effect. Notwithstanding the foregoing, nothing in the Severance Agreement and General Release is intended to penalize, prevent, hinder, or discourage any disclosure protected by that 18 U.S.C. § 1833(b). Employee understands that Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal as required under 18 U.S.C. § 1833(b). PLEASE READ THIS SEVERANCE AGREEMENT AND GENERAL RELEASE CAREFULLY BEFORE SIGNING. THIS SEVERANCE AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS EMPLOYEE MAY HAVE AGAINST EMPLOYER. HAVING ELECTED TO EXECUTE THIS SEVERANCE AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES AND TO RECEIVE THE SEVERANCE BENEFITS, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS SEVERANCE AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS SHE HAS OR MIGHT HAVE AGAINST EMPLOYER. [Remainder of the page intentionally left blank. Signature page follows.] LEGAL\59500777\3
