TO MATTERS REQUIRED BY THE AGREEMENT TO BE
REFLECTED THEREIN.
SUCH ADDITIONAL MATTERS ARE SET FORTH FOR INFORMATIONAL
PURPOSES AND DO NOT NECESSARILY INCLUDE OTHER MATTERS OF A SIMILAR NATURE.
IN
NO EVENT SHALL THE LISTING OF SUCH MATTERS THEREIN BE DEEMED OR INTERPRETED TO
BROADEN OR
50
OTHERWISE AMPLIFY THE APPLICABLE PARTY'S REPRESENTATIONS, WARRANTIES, COVENANTS
OR AGREEMENTS CONTAINED IN THIS AGREEMENT.
THE FACT THAT ANY ITEM OF
INFORMATION IS CONTAINED IN THE EXHIBITS AND SCHEDULES SHALL NOT (I) BE
CONSTRUED AS AN ADMISSION OF LIABILITY UNDER ANY LAW, (II) MEAN THAT SUCH
INFORMATION IS REQUIRED BY THIS AGREEMENT TO BE DISCLOSED IN THE EXHIBITS AND
SCHEDULES, (III) MEAN THAT SUCH INFORMATION IS MATERIAL OR (IV) BE USED AS A
BASIS FOR INTERPRETING THE TERM "MATERIAL" OR "MATERIAL ADVERSE EFFECT" OR ANY
SIMILAR QUALIFICATION IN THIS AGREEMENT.
(III)
IF THERE IS ANY CONFLICT OR OTHER
INCONSISTENCY BETWEEN THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES, THE TERMS
OF THIS AGREEMENT SHALL PREVAIL.
FOR THE AVOIDANCE OF DOUBT, THE BUYER HEREBY
ACKNOWLEDGES AND AGREES THAT (A) NOTHING CONTAINED IN ANY OF THE EXHIBITS AND
SCHEDULES SHALL CONSTITUTE A REPRESENTATION, WARRANTY OR OTHER ASSURANCE (X) AS
TO THE QUALITY, CONDITION OR CAPABILITY OF ANY OF THE FACILITIES, COMPONENTS OR
OTHER ASSETS CONTAINED THEREIN OR (Y) AS TO THE OWNERSHIP INTEREST OF THE SELLER
OR ANY OTHER PERSON AS TO ANY SUCH ASSET AND (B) WITH RESPECT TO SUCH MATTERS,
THE TERMS OF THIS AGREEMENT SHALL GOVERN, MEANING THAT THE BUYER IS EXCLUSIVELY
RELYING ON ITS OWN DUE DILIGENCE AND INDEPENDENT INVESTIGATION, AS CONTEMPLATED
BY SECTION 3(B)(V) AND THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED
IN THIS AGREEMENT.
EXCEPT AS SET FORTH IN THIS AGREEMENT, THE SELLER HEREBY
DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR OTHER ASSURANCES WITH
RESPECT TO ANY AND ALL SUCH ASSETS, AS CONTEMPLATED BY SECTIONS 8(B)(X) AND
8(H).
(O)
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING
THE DOCUMENTS REFERRED TO HEREIN) CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE
PARTIES AND SUPERSEDES ANY PRIOR UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS
BY OR AMONG THE PARTIES, WRITTEN OR ORAL, TO THE EXTENT THEY HAVE RELATED IN ANY
WAY TO THE SUBJECT MATTER HEREOF.
[Signature Pages follow]
51
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first set forth in the preamble.
SELLER:
VALERO JAVELINA, L.P.
BY: Valero Javelina, Inc., as general partner
By:
PRINTED NAME:
TITLE:
VALERO ENERGY CORPORATION
BY:
PRINTED NAME:
TITLE:
BUYER:
MARKWEST ENERGY PARTNERS, L.P.
BY:
MarkWest Energy GP, L.L.C.,
its general partner
By:
PRINTED NAME:
TITLE:
Javelina Purchase and Sale Agreement Signature Page