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. 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 (including improvement or development escrows or bonds) 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. Notwithstanding anything to the contrary in this Support Agreement, the provisions of clause (a) above shall not apply to the Merger Agreement, the other documents contemplated therein and/or the agreements, if any, listed under the heading “Surviving Agreements” on Annex B, and each of the foregoing shall not terminate upon the Effective Time and shall remain in full force and effect in accordance with their terms. 7.
Surviving Agreements. Notwithstanding any contrary provision of this Agreement or any other agreement between the Company and Director or Prime and Director, effective as of the Effective Date, the parties agree that the following obligations of Prime to Director, or agreements between Prime and Director or the Company and Director, shall be assumed by, and remain binding and enforceable against, the Company according to their terms (the “Remaining Agreements”): (a) the Release and Severance Agreement, as amended as provided herein; (b) the deferred compensation arrangement between Prime and Director, and all obligations of Prime thereunder; (c) all stock option agreements and other equity incentive compensation arrangements between Prime and Director, and all obligations of Prime thereunder; and (d) any and all obligations of Prime or the Company, whether contractual (either written or oral), statutory or otherwise, to provide Director indemnification.
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. Except as modified by the foregoing terms, the following agreements are in force and effect in accordance with their terms and survive the execution of this Agreement: -12- Mr. Robert R. Womack Jxxxxxx 00, 0000 -3-
(a) Initial Option Agreement;
(b) Stock Option Agreement Under 1991 Plan dated December 5, 1995, between you and Zurn; and