EFFECT THE
MEANING OR INTERPRETATION OF ANY PROVISION OR PROVISIONS OF THIS AGREEMENT.
21.
ENTIRE AGREEMENT.
THIS AGREEMENT SETS FORTH
THE ENTIRE AGREEMENT OF THE PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER
CONTAINED HEREIN AND SUPERSEDES ALL
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PRIOR AGREEMENTS, PROMISES, COVENANTS, UNDERSTANDINGS, ARRANGEMENTS,
COMMUNICATIONS, REPRESENTATIONS OR WARRANTIES, WHETHER ORAL OR WRITTEN, BY ANY
PARTY OR REPRESENTATIVE OF ANY PARTY HERETO.
22.
ASSIGNMENT AND TRANSFER.
THE EMPLOYEE'S
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT BE TRANSFERABLE BY
ASSIGNMENT OR OTHERWISE, AND ANY PURPORTED ASSIGNMENT, TRANSFER OR DELEGATION
THEREOF SHALL BE VOID.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF, AND BE
BINDING UPON AND ENFORCEABLE BY, ANY PURCHASER OF SUBSTANTIALLY ALL OF THE
COMPANY'S ASSETS, ANY CORPORATE SUCCESSOR TO THE COMPANY OR ANY ASSIGNEE
THEREOF.
23.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN SEVERAL COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN
ORIGINAL BUT ALL OF WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
24.
GOVERNING LAW.
THE VALIDITY,
INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAW
PRINCIPLES.
IN WITNESS WHEREOF, THE COMPANY AND EMPLOYEE HAVE DULY EXECUTED THIS AGREEMENT
IN MULTIPLE ORIGINALS ON JUNE 17, 2005 TO BE EFFECTIVE ON THE EFFECTIVE DATE.
WARREN RESOURCES, INC.
By:
/s/ Norman F. Swanton
Name:
Norman F. Swanton
Title:
Chief Executive Officer
/s/ Lloyd G. Davies
Lloyd G. Davies
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