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. 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 Board Service 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. 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. Except to the extent (if any) that they are modified by this Agreement, each of the Franchise Agreements, the Development Agreement and the Deferred Payment Agreement shall remain in full force and effect
Surviving Agreements. The parties acknowledge and agree that, upon the effectiveness of this Agreement as provided in paragraph 16 above, the Merger Agreement, the Escrow Agreement, the Massaker Non-Competition Agreement, the Xxxxxxx Non-Competition Agreement, the Xxxxxxx Employment Agreement, the Registration Rights Agreement and the Stockholder Letters shall have force and effect only in the amended forms affected hereby.
Surviving Agreements. Nothing in the prior paragraph (14. Entire Agreement) or Paragraph 7 shall affect Employee’s obligations owed to Employer under any restrictive covenants, confidentiality or other similar agreements, including those set forth in any award agreements related to any restricted stock units or stock options granted to Employee during her employment. Each of these agreements shall survive this General Release and Separation Agreement and remain in full force and effect. If there is a conflict between Paragraph 7 and such prior agreements, the restrictions in Paragraph 7 shall control.
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). LEGAL\59500777\3
