Common use of Withdrawal, Departure or Resignation Clause in Contracts

Withdrawal, Departure or Resignation. 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 an Anadarko Entity as an employee of such Anadarko Entity, Anadarko will promptly notify the General Partner. During the Period of Secondment for any Seconded Employee, Anadarko will cause the Anadarko Entities to not voluntarily withdraw or terminate any Seconded Employee except with the written consent of 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. Anadarko will indemnify, defend and hold harmless 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 any Seconded Employee by any Anadarko Entity without the consent of 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 the General Partner.

Withdrawal, Departure or Resignation. Anadarko Company 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 an Anadarko Entity Company as an employee of such Anadarko EntityCompany, Anadarko Company will promptly notify the General PartnerMLP GP. During the Period of Secondment for any Seconded Employee, Anadarko Company will cause the Anadarko Entities to not voluntarily withdraw or terminate any Seconded Employee except with the written consent of the General Partner 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. Anadarko Company will indemnify, defend and hold harmless the General Partner and 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 any the Seconded Employee by any Anadarko Entity Company without the consent of THE GENERAL PARTNER, 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 the General PartnerMLP GP.

Withdrawal, Departure or Resignation. 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 an Anadarko Entity as an employee of such Anadarko Entity, Anadarko or Occidental, as applicable, will promptly notify the General Partner. During the Period of Secondment for any Seconded Employee, Anadarko will cause the Anadarko Entities to will not voluntarily withdraw or terminate any Seconded Employee except with the written consent of 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. Anadarko and Occidental will indemnify, defend and hold harmless 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 any Seconded Employee by any Anadarko Entity without the consent of THE GENERAL PARTNERthe 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 the General Partner.

Withdrawal, Departure or Resignation. Anadarko Xxxxxxxx will use reasonable efforts to cause the Anadarko 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 an Anadarko a Xxxxxxxx Entity as an employee of such Anadarko Xxxxxxxx Entity or a Xxxxxxxx Entity terminates or suspends the employment of any Seconded Employee as an employee of such Xxxxxxxx Entity, Anadarko Xxxxxxxx will promptly notify the General Partner. During the Period of Secondment for any Seconded Employee, Anadarko Xxxxxxxx will cause the Anadarko Xxxxxxxx Entities to not voluntarily withdraw or terminate any Seconded Employee except with the written consent of 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. Anadarko 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 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 any Seconded Employee by any Anadarko that Xxxxxxxx Entity without the consent of 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 the General Partner.