Common use of Withdrawal, Departure or Resignation Clause in Contracts

Withdrawal, Departure or Resignation. Company will use reasonable efforts to prevent any early withdrawal, departure or resignation of any Seconded Employee prior to the End Date for such Seconded Employee’s Period of Secondment. If any Seconded Employee tenders his resignation to Company as an employee of Company, Company will promptly notify MLP GP. During the Period of Secondment for any Seconded Employee, Company will not voluntarily withdraw or terminate any Seconded Employee except with the written consent of MLP GP (which may be through the execution of a completed Addition/Removal/Change of Responsibility of Seconded Employee form), such consent not to be unreasonably withheld. Company will indemnify, defend and hold harmless MLP GP, its directors, officers and employees against any and all costs, expenses (including reasonable attorneys’ fees), claims, demands, losses, liabilities, obligations, actions, lawsuits and other proceedings, judgments and awards (each, a “Loss” and collectively, the “Losses”) arising out of or in any way connected with or related to the termination of employment of the Seconded Employee by Company without the consent of the MLP GP EVEN THOUGH SUCH LOSS MAY BE CAUSED IN PART BY THE NEGLIGENCE OF ONE OR MORE OF THE PARTNERSHIP ENTITIES, except to the extent that such Losses (i) arise solely out of or result solely from the negligence, gross negligence or willful misconduct of any of the Partnership Entities, or (ii) arise in connection with the termination of a Seconded Employee for cause. Upon the termination of employment, the Seconded Employee will cease performing services for MLP GP.

Withdrawal, Departure or Resignation. Company Anadarko will use reasonable efforts to cause the Anadarko Entities to prevent any early withdrawal, departure or resignation of any Seconded Employee prior to the End Date for such Seconded Employee’s Period of Secondment. If any Seconded Employee tenders his resignation to Company an Anadarko Entity as an employee of Companysuch Anadarko Entity, Company Anadarko will promptly notify MLP GPthe General Partner. During the Period of Secondment for any Seconded Employee, Company Anadarko will cause the Anadarko Entities to not voluntarily withdraw or terminate any Seconded Employee except with the written consent of MLP GP the General Partner (which may be through the execution of a completed Addition/Removal/Change of Responsibility of Seconded Employee form), such consent not to be unreasonably withheld. Company Anadarko will indemnify, defend and hold harmless MLP GP, the General Partner and its directors, officers and employees against any and all costs, expenses (including reasonable attorneys’ fees), claims, demands, losses, liabilities, obligations, actions, lawsuits and other proceedings, judgments and awards (each, a “Loss” and collectively, the “Losses”) arising out of or in any way connected with or related to the termination of employment of the any Seconded Employee by Company any Anadarko Entity without the consent of the MLP GP THE GENERAL PARTNER, EVEN THOUGH SUCH LOSS MAY BE CAUSED IN PART BY THE NEGLIGENCE OF ONE OR MORE OF THE PARTNERSHIP ENTITIES, except to the extent that such Losses (i) arise solely out of or result solely from the negligence, gross negligence or willful misconduct of any of the Partnership Entities, or (ii) arise in connection with the termination of a Seconded Employee for cause. Upon the termination of employment, the Seconded Employee will cease performing services for MLP GPthe General Partner.

Withdrawal, Departure or Resignation. Company Anadarko and Occidental will use reasonable efforts to cause the Anadarko Entities to prevent any early withdrawal, departure or resignation of any Seconded Employee prior to the End Date for such Seconded Employee’s Period of Secondment. If any Seconded Employee tenders his resignation to Company an Anadarko Entity as an employee of Companysuch Anadarko Entity, Company Anadarko or Occidental, as applicable, will promptly notify MLP GPthe General Partner. During the Period of Secondment for any Seconded Employee, Company the Anadarko Entities will not voluntarily withdraw or terminate any Seconded Employee except with the written consent of MLP GP the General Partner (which may be through the execution of a completed Addition/Removal/Change of Responsibility of Seconded Employee form), such consent not to be unreasonably withheld. Company Anadarko and Occidental will indemnify, defend and hold harmless MLP GP, the General Partner and its directors, officers and employees against any and all costs, expenses (including reasonable attorneys’ fees), claims, demands, losses, liabilities, obligations, actions, lawsuits and other proceedings, judgments and awards (each, a “Loss” and collectively, the “Losses”) arising out of or in any way connected with or related to the termination of employment of the any Seconded Employee by Company any Anadarko Entity without the consent of the MLP GP General Partner, EVEN THOUGH SUCH LOSS MAY BE CAUSED IN PART BY THE NEGLIGENCE OF ONE OR MORE OF THE PARTNERSHIP ENTITIES, except to the extent that such Losses (i) arise solely out of or result solely from the negligence, gross negligence or willful misconduct of any of the Partnership Entities, or (ii) arise in connection with the termination of a Seconded Employee for cause. The General Partner will indemnify, defend and hold harmless the Anadarko Entities and their directors, officers and employees against any and all Losses arising out of or in any way connected with or related to the termination of employment of any Seconded Employee by any Anadarko Entity at the instruction of the General Partner, EVEN THOUGH SUCH LOSS MAY BE CAUSED IN PART BY THE NEGLIGENCE OF ONE OR MORE OF THE ANADARKO ENTITIES, except to the extent that such Losses (i) arise solely out of or result solely from the negligence, gross negligence or willful misconduct of any of the Anadarko Entities, or (ii) arise in connection with the termination of a Seconded Employee for cause. Upon the termination of employment, the Seconded Employee will cease performing services for MLP GPthe General Partner.

Withdrawal, Departure or Resignation. Company Xxxxxxxx will use reasonable efforts to cause the Xxxxxxxx Entities to prevent any early withdrawal, departure departure, resignation or resignation termination of any Seconded Employee prior to the End Date for such Seconded Employee’s Period of Secondment. If any Seconded Employee tenders his resignation to Company a Xxxxxxxx Entity as an employee of Companysuch Xxxxxxxx Entity or a Xxxxxxxx Entity terminates or suspends the employment of any Seconded Employee as an employee of such Xxxxxxxx Entity, Company Xxxxxxxx will promptly notify MLP GPthe General Partner. During the Period of Secondment for any Seconded Employee, Company Xxxxxxxx will cause the Xxxxxxxx Entities to not voluntarily withdraw or terminate any Seconded Employee except with the written consent of MLP GP the General Partner (which may be through the execution of a completed Addition/Removal/Change of Responsibility of Seconded Employee form), such consent not to be unreasonably withheld. Company Nothing in this Agreement shall abridge, restrict or limit in any manner Xxxxxxxx’ legal right to end a Seconded Employee’s employment with Xxxxxxxx and the Xxxxxxxx Entities just as if the Secondment had not occurred. Nothing in this Agreement shall be construed to be a guarantee of a Seconded Employee’s employment with any of Xxxxxxxx or a Xxxxxxxx Entity for any amount of time, including without limitation the time covered by any Period of Secondment. Xxxxxxxx will indemnify, defend and hold harmless MLP GP, the General Partner and its directors, officers and employees against any and all costs, expenses (including reasonable attorneys’ fees), claims, demands, losses, liabilities, obligations, actions, lawsuits and other proceedings, judgments and awards (each, a “Loss” and collectively, the “"Losses”) arising out of or in any way connected with or related to the termination of employment with a Xxxxxxxx Entity of the any Seconded Employee by Company that Xxxxxxxx Entity without the consent of the MLP GP THE GENERAL PARTNER, WHICH SHALL NOT BE UNREASONABLY WITHHELD, EVEN THOUGH SUCH LOSS MAY BE CAUSED IN PART BY THE NEGLIGENCE OF ONE OR MORE OF THE PARTNERSHIP ENTITIES, except to the extent that such Losses (i) arise solely out of or result solely from the negligence, gross negligence or willful misconduct of any of the Partnership Entities, or (ii) arise in connection with the termination of a Seconded Employee for cause. The General Partner and WPZ shall each indemnify, defend and hold harmless Xxxxxxxx, the Xxxxxxxx Entities and each of their directors, officers and employees against any and all Losses arising our of or in any way connected with or related to the resignation of a Seconded Employee that ends such Seconded Employee’s Period of Secondment or the exercise by the General Partner of its supervision and control of the day-to-day activities of a Seconded Employee, EVEN THOUGH SUCH LOSS MAY BE CAUSED IN PART BY THE NEGLIGENCE OF ONE OR MORE OF XXXXXXXX OR A XXXXXXXX ENTITY, except to the extent that such Losses arise solely out of or result solely from the negligence, gross negligence or willful misconduct of any of Xxxxxxxx or any of the Xxxxxxxx Entities. Upon the termination of employment, the Seconded Employee will cease performing services for MLP GPthe General Partner.