Fax: 432-689-5299
with a copy to:
Andrews Kurth LLP
600 Travis St. Suite 4200
Houston, Texas 77002
Attention:
George J. Vlahakos
Fax: 713-238-7121
(b)
if to WPX:
WPX Energy Rocky Mountain, LLC
3500 One Williams Center
Tulsa, Oklahoma 74172-0172
Attention: Director of Planning & Strategic Development
Fax: (539) 573-0582
With a copy to:
WPX Energy Rocky Mountain, LLC
3500 One Williams Center
Tulsa, Oklahoma 74172-0172
Attention: Treasury Counsel
Fax: (539) 573-5608
(c)
if to any Holder, to it at its address set
forth on Annex A attached hereto; or to such other address as the party to whom
notice is to be given may have furnished to each other
21
party in writing in accordance herewith. Any such notice or communication shall
be deemed to have been given and received (a) when delivered, if personally
delivered; (b) when sent, if sent by telecopy on a Business Day (or, if not sent
on a Business Day, on the next Business Day after the date sent by telecopy);
(c) on the next Business Day after dispatch, if sent by nationally recognized
overnight courier guaranteeing next Business Day delivery; and (d) on the fifth
Business Day following the date on which the piece of mail containing such
communication is posted, if sent by mail.
7.10
Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING
PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION)
THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.
EACH PARTY AGREES AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF
THE STATE OF DELAWARE OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF
DELAWARE, TO THE EXTENT SUBJECT MATTER JURISDICTION EXISTS THEREFOR, FOR THE
PURPOSES OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, AND HEREBY WAIVES, AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY
ACTION, SUIT OR PROCEEDING RELATING HERETO, THAT IT IS NOT SUBJECT TO SUCH
JURISDICTION OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS
NOT MAINTAINABLE IN SUCH COURTS. EACH PARTY IRREVOCABLY CONSENTS TO PERSONAL
JURISDICTION, SERVICE AND VENUE IN ANY SUCH COURT.
7.11
Waiver of Jury Trial.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY
OF ANY ACTION, PROCEEDING OR COUNTERCLAIM BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY DEALINGS BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT
MATTER HEREOF. EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR
SECURITY UPON SUCH BOND THAT MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF THE
OTHER PARTY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY
AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT
MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS,