AUTHORITIES, STRIKES, LOCKOUTS, FIRE, FLOODS, EARTHQUAKES, ACCIDENTS,
STRIKES, OR FUEL CRISES.
11.8
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH
THE EXHIBITS ATTACHED HERETO, AND THE PROVISIONS OF THE PURCHASE AGREEMENT
RELATING HERETO, REPRESENT THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES
HERETO AND THERETO WITH REFERENCE TO THE MATTERS SET FORTH HEREIN AND NO
REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE IN CONNECTION HEREWITH OTHER THAN
THOSE EXPRESSLY SET FORTH HEREIN OR THEREIN.
THIS AGREEMENT, TOGETHER WITH THE
EXHIBITS ATTACHED HERETO, AND THE PROVISIONS OF THE PURCHASE AGREEMENT RELATING
HERETO, SUPERSEDES ALL PRIOR NEGOTIATIONS, DISCUSSIONS, CORRESPONDENCE,
COMMUNICATIONS, UNDERSTANDINGS AND AGREEMENTS BETWEEN THE PARTIES RELATING TO
THE SUBJECT MATTER HEREOF AND ALL PRIOR DRAFTS OF SUCH DOCUMENTS (INCLUDING
EXHIBIT 1.2(A)(IV)(3) TO THE PURCHASE AGREEMENT).
NO PRIOR DRAFTS OF SUCH
DOCUMENTS AND NO WORDS OR PHRASES FROM ANY SUCH PRIOR DRAFTS SHALL BE ADMISSIBLE
INTO EVIDENCE IN ANY ACTION OR SUIT INVOLVING SUCH DOCUMENTS.
11.9
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
TWO COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL, BUT BOTH OF WHICH
TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
11.10
PUBLICITY.
THE PARTIES AGREE TO MAKE APPROPRIATE
PUBLIC PRESS ANNOUNCEMENTS TO ANNOUNCE THIS AGREEMENT, AT A MUTUALLY AGREEABLE
TIME AND IN A MUTUALLY AGREEABLE FORMAT AND MANNER.
11.11
THIRD-PARTY BENEFICIARIES.
THIS AGREEMENT SHALL INURE
SOLELY TO THE BENEFIT OF AND BE BINDING UPON WES AND THE PARTNERSHIP AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS AND NO OTHER PERSON SHALL HAVE ANY
RIGHT, REMEDY, OR CLAIM UNDER OR BY REASON OF THIS AGREEMENT.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date first
above written.
WILLIAMS ENERGY PARTNERS L.P.
WILLIAMS ENERGY SERVICES, LLC
By:
WEG GP LLC
its General Partner
By:
/s/ Don R. Wellendorf
By:
/s/ Phillip D. Wright
Name:
Don R. Wellendorf
Name:
Phillip D. Wright
Title:
Authorized Signatory
Title:
Authorized Signatory
17