UNIT PURCHASE AGREEMENT
Exhibit AA
Execution Version
This UNIT PURCHASE AGREEMENT (this “Agreement”),
dated as of July 17, 2022, is entered into by and between WGR Asset Holding Company LLC, a Delaware limited liability company (“WGRAH”), and Western
Midstream Partners, LP, a Delaware limited partnership (“XXX”). WGRAH and XXX are each referred to herein as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise
defined herein have the meaning set forth in that certain Second Amended and Restated Agreement of Limited Partnership of Western Midstream Partners, LP, dated as of December 31, 2019 (the “Partnership Agreement”).
RECITALS
WHEREAS, Occidental Petroleum Corporation, a Delaware
corporation, owns, indirectly, 100% of the issued and outstanding common stock of Anadarko Petroleum Corporation, a Delaware corporation, which owns, directly or indirectly, 100% of the issued and outstanding limited liability company interests of
(i) WGRAH and (ii) APC Midstream Holdings, LLC, a Delaware limited liability company and the sole member of WGRAH (the “Member”);
WHEREAS, WGRAH owns approximately 24,139,260 common units
representing limited partner interests in XXX (“Common Units”);
WHEREAS, the Parties have agreed that XXX will purchase
10,000,000 Common Units from WGRAH (the “Subject Units”), and WGRAH will sell to XXX the Subject Units on the terms and subject to the conditions set
forth in this Agreement;
WHEREAS, the Member, in its capacity as the sole member of
WGRAH, by written consent, (i) determined that this Agreement and the transactions contemplated hereby are in the best interests of WGRAH; and (ii) approved this Agreement and the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby; and
WHEREAS, the special committee (the “Special Committee”) of the Board of Directors of Western Midstream Holdings, LLC, a Delaware limited liability company and the general partner of XXX (the “General Partner”), has by unanimous vote (i) determined that this Agreement and the transactions contemplated hereby are in the best interests of XXX; and
(ii) approved this Agreement and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, with such approval constituting “Special Approval”
as such term is defined in the Partnership Agreement.
NOW, THEREFORE, in consideration of the representations,
warranties, covenants and agreements set forth in this Agreement, the Parties hereby agree as follows:
ARTICLE I.
Section 1.0 Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:
“Affiliate” means, with respect to any Person, any
other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with, such specified Person through one or more intermediaries or otherwise; provided, however, that (a) with respect to the General Partner, the term “Affiliate” shall not include any Group Member, and (b) with respect to WGRAH, the term “Affiliate” shall not include the General Partner or any member of
the Partnership Group.
“Agreement” has the meaning set forth in the
preamble.
“Business Day” means Monday through Friday of each
week, except that a legal holiday recognized as such by the government of the United States of America or the State of Texas shall not be regarded as a Business Day.
“Closing” means the closing of the transactions
contemplated by this Agreement.
“Closing Date” has the meaning set forth in Section 2.1.
“Code” means the Internal Revenue Code of 1986, as
amended.
“Common Units” has the meaning set forth in the
recitals.
“Control” means, where used with respect to any
Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling”
and “Controlled” have correlative meanings.
“Enforceability Exceptions” has the meaning set
forth in Section 3.2.
“General Partner” has the meaning set forth in the
recitals.
“Governmental Authority” means any federal, state,
local, foreign, multi-national, supra-national, national, regional or other governmental agency, authority, administrative agency, regulatory body, commission, board, bureau, agency, officer, official, instrumentality, court or arbitral tribunal
having governmental or quasi-governmental powers or any other instrumentality or political subdivision thereof; provided, however, that such term shall not include any entity or organization that is engaged in industrial or commercial operations and is wholly or partly owned by any government, to the extent
that such entity or organization is acting in a commercial capacity.
“Group Member” has the meaning assigned to such term
in the Partnership Agreement.
“Group Member Agreement” has the meaning assigned to
such term in the Partnership Agreement.
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“Intended Tax Treatment” has the meaning set forth
in Section 5.1.
“Laws” has the meaning set forth in Section 3.3(c).
“Liens” means any security interest, lien, deed of
trust, mortgage, pledge, charge, claim, restriction on transfer, easement, encumbrance or other similar interest or adverse right.
“Parties” has the meaning set forth in the preamble.
“Partnership Agreement” has the meaning set forth in
the preamble.
“Partnership Group” has the meaning assigned to such
term in the Partnership Agreement.
“Person” means an individual or a corporation, firm,
limited liability company, partnership, joint venture, trust, unincorporated organization, association, Governmental Authority or other entity.
“Purchase Price” has the meaning set forth in Section 2.0.
“Special Committee” has the meaning set forth in the
recitals.
“Subject Units” has the meaning set forth in the
recitals.
“Tax” or “Taxes” means any federal, state, local or foreign income tax, ad valorem tax, excise tax, sales tax, use tax, franchise tax, real or personal property tax, transfer tax, gross receipts tax or
other tax, assessment, duty, fee, levy or other governmental charge, together with and including, any and all interest, fines, penalties, assessments, and additions to Tax resulting from, relating to, or incurred in connection with any of those or
any contest or dispute thereof.
“Transfer Agent” means Computershare Limited.
“XXX” has the meaning set forth in the preamble.
“WGRAH” has the meaning set forth in the preamble.
Section 1.1 Construction and Interpretation. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c)
the terms “include,” “includes,” “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular
provision of this Agreement; and (e) except as otherwise specifically provided in this Agreement, any agreement, instrument or statute defined or referred to herein means such agreement, instrument or statute as from time to time amended,
supplemented or modified, including (A) in the case of agreements or instruments, by waiver or consent, and, in the case of statutes, by succession of comparable successor statues, and (B) all attachments thereto and instruments incorporated
therein. The headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.
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ARTICLE II.
Section 2.0 Purchase
and Sale of Subject Units. Pursuant to this Agreement, at the Closing, XXX agrees to purchase, and WGRAH agrees to sell, the Subject Units for a purchase price of $25.25 per unit for an aggregate purchase price of $252,500,000 (the
“Purchase Price”).
Section 2.1 Closing. The Closing shall occur on July 21, 2022, or such other date to which
the Parties agree (such date, the “Closing Date”). At the Closing, (a) WGRAH shall transfer and surrender the Subject Units to XXX; and (b) XXX shall
pay WGRAH the Purchase Price.
Section 2.2 Closing
Deliveries by WGRAH to XXX. At Closing, WGRAH shall deliver to XXX:
(b) each other document or
instrument specified in or as may be reasonably required by this Agreement to be provided by WGRAH.
Section 2.3 Closing
Deliveries by XXX to WGRAH. At Closing, XXX shall deliver to WGRAH:
(a) full payment of the
Purchase Price, by wire transfer of immediately available funds to the bank account designated by WGRAH not less than one Business Day preceding Closing;
(b) an executed copy of
the instruction letter to the Transfer Agent regarding the transfer of the Subject Units from WGRAH to XXX; and
(c) each other document
or instrument specified in or as may be reasonably required by this Agreement to be provided by XXX.
Section 2.4 Conditions to Closing of WGRAH. WGRAH’s obligation to sell the Subject Units at the Closing is subject to the fulfillment or (to the extent
permitted by applicable Laws) written waiver by WGRAH, on or prior to the Closing Date, of each of the following conditions:
(a) Representations and Warranties Correct. The representations and warranties made by XXX in ARTICLE IV
hereof shall be true and correct in all material respects when made and as of the Closing. WGRAH shall have received from XXX a certificate to the effect set forth in the preceding sentence, signed by a duly authorized officer thereof.
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(b) Legality. There shall not be in force any order, judgment or injunction by or with any Governmental Authority enjoining or prohibiting the consummation of the purchase of
the Subject Units, and no such order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, shall have been instituted or threatened in writing seeking to impose any such restraint upon, or prohibition of, the
consummation of the purchase of the Subject Units hereunder.
Section 2.5 Conditions to Closing of XXX. WES’s obligation to purchase the Subject Units at the Closing is subject to the fulfillment or (to the extent
permitted by applicable Laws) written waiver by XXX, on or prior to the Closing Date, of each of the following conditions:
(a) Representations and Warranties Correct. The representations and warranties made by WGRAH in ARTICLE III
hereof shall be true and correct in all material respects when made and as of the Closing. XXX shall have received from WGRAH a certificate to the effect set forth in the preceding sentence, signed by a duly authorized officer thereof.
(b) Legality. There shall not be in force any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental
Authority, statute, rule or regulation enjoining or prohibiting the consummation of the sale of the Subject Units hereunder and no such order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, shall have been
instituted or threatened in writing seeking to impose any such restraint upon, or prohibition of, the consummation of the sale of the Subject Units hereunder.
WGRAH hereby represents and warrants to XXX that:
Section 3.0 Subject Units. As of the date hereof and immediately prior to the Closing, WGRAH is the record and beneficial owner of the Subject Units, which are held by
WGRAH free and clear of all Liens except for restrictions on transfer provided for in the Partnership Agreement and pursuant to applicable securities Laws. Neither WGRAH nor any of its Affiliates, nor any Person on behalf of WGRAH or any of its
Affiliates, has taken, directly or indirectly, any action designed to cause or that would result in, or that constitutes or that might reasonably be expected to constitute, the stabilization or manipulation of the market price of the Common Units.
Section 3.1 Organization and Existence. WGRAH is a limited
liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction where the nature of its business or the ownership of its properties requires it to be
qualified, except to the extent that the failure to be so qualified would not be reasonably likely to have, individually or in the aggregate, a material adverse effect on WGRAH and would not prevent, materially delay or materially impede the
performance by WGRAH of its obligations under this Agreement. WGRAH has the requisite power and authority to carry on its business as it is now being conducted and to own all of its properties and assets, except as would not be reasonably likely
to have, individually or in the aggregate, a material adverse effect on WGRAH and would not prevent, materially delay or materially impede the performance by WGRAH of its obligations under this Agreement.
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Section 3.2 Power and Authority. WGRAH has the limited liability company power
and authority to enter into this Agreement and each agreement and instrument to be executed and delivered by WGRAH pursuant hereto and to perform all of its obligations and consummate the transactions contemplated hereby and thereby. WGRAH has
taken all necessary and appropriate limited liability company actions to authorize, execute and deliver this Agreement and each agreement and instrument to be executed and delivered by WGRAH pursuant hereto and to consummate the transactions
contemplated hereby and thereby. This Agreement has been, and each agreement and instrument to be executed and delivered by WGRAH pursuant hereto will be when so executed and delivered, duly and validly executed and delivered by WGRAH and this
Agreement is, and each agreement and instrument to be executed and delivered by WGRAH pursuant hereto will be when so executed and delivered, a valid and binding obligation of WGRAH enforceable in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity (collectively, the “Enforceability Exceptions”).
Section 3.3 No Violations. The execution and delivery of this Agreement or any
other agreement or instrument to be executed and delivered pursuant hereto by WGRAH does not, or when executed will not, and the consummation of the transactions contemplated hereby or thereby and the performance by WGRAH of the obligations that it
is obligated to perform hereunder or thereunder do not:
(a) conflict with or result in a breach of any of the
provisions of the organizational documents of WGRAH;
(b) create any Lien on any Subject Units under any
indenture, mortgage, lien, agreement, contract, commitment or instrument to which WGRAH is a party or its properties and assets are bound;
(c) conflict with any municipal, state or federal ordinance, law (including common law), rule, regulation, judgment, order, writ, injunction, or decree
(collectively, “Laws”) applicable to WGRAH; or
(d) conflict with, result in a breach of, constitute a
default under (whether with notice or the lapse of time or both) or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any indenture, mortgage, lien or agreement,
contract, commitment or instrument to which WGRAH is a party or otherwise bound or to which any of its properties and assets are subject;
except, in the case of clauses (b), (c) and (d), as would not be reasonably likely to have, individually or in the aggregate, a material adverse effect on WGRAH and
would not prevent, materially delay or materially impede the performance by WGRAH of its obligations under this Agreement.
Section 3.4 No Brokers. No action has been taken by or on behalf of WGRAH that
would give rise to any valid claim against XXX or its Affiliates for a brokerage commission, finder’s fee or other like payment with respect to the matters contemplated hereby.
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Section 3.5 Investigation and Access. WGRAH confirms that it is
familiar with the business and financial condition and operations of XXX, that it has had access to such information concerning XXX as it deems necessary to enable it to make an informed investment decision concerning the Subject Units, and that it
is not relying on the advice or recommendations of XXX in entering into, or consummating the transactions contemplated by, this Agreement.
Section 3.6 Disclaimer of Warranties. Except as expressly set forth in
this ARTICLE III or in any agreement or instrument to be executed by WGRAH in connection with the transactions contemplated hereby, WGRAH makes no representation or
warranty whatsoever and disclaims all liability and responsibility for any other representation, warranty, statement or information made or communicated (orally or in writing), including, without limitation, any opinion, information or advice that
may have been provided by any officer, shareholder, member, partner, director, employee, agent or consultant of WGRAH or any of its Affiliates.
REPRESENTATIONS AND WARRANTIES OF XXX
XXX hereby represents and warrants to WGRAH that:
Section 4.0 Organization and Existence. XXX is a
limited partnership, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction where the nature of its business or the ownership of its properties requires it to be qualified,
except to the extent that the failure to be so qualified would not be reasonably likely to have, individually or in the aggregate, a material adverse effect and would not prevent, materially delay or materially impede the performance by XXX of its
obligations under this Agreement. XXX has the requisite power and authority to carry on its business as it is now being conducted and to own all of its properties and assets, except as would not be reasonably likely to have, individually or in the
aggregate, a material adverse effect and would not prevent, materially delay or materially impede the performance by XXX of its obligations under this Agreement.
Section 4.1 Power
and Authority. XXX has the limited partnership power and authority to enter into this Agreement and each agreement and instrument to be executed and delivered by XXX pursuant hereto, and to perform all of its obligations and
consummate the transactions contemplated hereby and thereby. XXX has taken all necessary and appropriate limited partnership actions to authorize, execute and deliver this Agreement and each agreement and instrument to be executed and delivered by
XXX pursuant hereto and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each agreement and instrument to be executed and delivered by XXX pursuant hereto will be when so executed and delivered, duly and
validly executed and delivered by XXX and this Agreement is, and each agreement and instrument to be executed and delivered by XXX pursuant hereto will be when so executed and delivered, a valid and binding obligation of XXX enforceable in
accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions.
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Section 4.2 No
Violations. The execution and delivery of this Agreement or any other agreement or instrument to be executed and delivered pursuant hereto by XXX does not, or when executed will not, and the consummation of the transactions
contemplated hereby or thereby and the performance by XXX of the obligations that it is obligated to perform hereunder or thereunder do not, and at the Closing will not:
(a) conflict with or result in a breach of any of the
provisions of the Partnership Agreement or any other Group Member Agreement of the Partnership Group;
(b) create any Lien on any property or assets of any
Group Member under any indenture, mortgage, lien, agreement, contract, commitment or instrument to which any Group Member is a party or their respective properties and assets are bound;
(c) conflict with any Laws applicable to any Group
Member; or
(d) conflict with, result in a breach of, constitute a
default under (whether with notice or the lapse of time or both) or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any indenture, mortgage, lien or agreement,
contract, commitment or instrument to which any Group Member is a party or otherwise bound or to which any of their respective properties and assets are subject;
except, in the case of clauses (b), (c) and (d), as would not be reasonably likely to have, individually or in the aggregate, a material adverse effect on the
Partnership Group, taken as a whole, and would not prevent, materially delay or materially impede the performance by XXX of its obligations under this Agreement.
Section 4.3 No
Brokers. No action has been taken by or on behalf of XXX or the Special Committee that would give rise to any valid claim against WGRAH or its Affiliates for a brokerage commission, finder’s fee or other like payment with respect to
the matters contemplated hereby.
Section 4.4 Sufficiency
of Funds. XXX has sufficient unrestricted cash on hand or undrawn amounts immediately available under existing credit facilities to enable XXX to consummate on a timely basis the transactions contemplated by this Agreement in
accordance with the terms hereof.
Section 4.5 Disclaimer
of Warranties. Except as expressly set forth in this ARTICLE IV or in any agreement or instrument to be executed by XXX in connection with the
transactions contemplated hereby, XXX makes no representations or warranties whatsoever and disclaims all liability and responsibility for any other representation, warranty, statement or information made or communicated (orally or in writing),
including, without limitation, any opinion, information or advice that may have been provided by any officer, shareholder, member, partner, director, employee, agent or consultant of XXX or any of its Affiliates.
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ARTICLE V.
COVENANTS
Section 5.0 Further
Assurances. In case at any time after the Closing any further action is necessary to carry out the transactions contemplated hereby or the purposes of this Agreement, each of the Parties will take such further action as the other
Party may reasonably request, all at the sole cost and expense of the requesting Party.
Section 5.1 Tax Treatment of the Transaction. The Parties intend that WES’s purchase of the Subject Units in exchange
for the consideration described in Section 2.0 will be treated for U.S. federal income tax purposes as a distribution by XXX to WGRAH pursuant to Section 731 of the Code
and Treasury Regulations Section 1.731-1(a) (the “Intended Tax Treatment”). Each Party shall, and shall cause its controlled Affiliates to, file all
Tax returns and other reports consistent with the Intended Tax Treatment, unless required by Law to do otherwise.
ARTICLE VI.
Section 6.0 Binding Effect; Assignment. This Agreement shall be binding upon and shall inure to the benefit of the respective Parties
and their permitted successors and assigns. No Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Parties, which consent may be withheld for any reason. Any purported
assignment in violation of the foregoing shall be null and void.
Section 6.1 Entire Understanding; Headings and Amendments.
(a) This Agreement and all documents to be executed and
delivered pursuant hereto constitute the entire understanding between the Parties with respect to the transactions contemplated hereby, and supersede all previous agreements of any sort with respect thereto. Article headings are included only
for purposes of convenience and shall not be construed as a part of this Agreement or in any way affecting the meaning of the provisions of this Agreement or its interpretation.
(b) This Agreement may not be amended or modified
orally and no amendment or modification shall be valid unless in writing and signed by the Parties; provided, however, no such amendment or modification shall be effective unless and until it has been approved by the Special Committee.
Section 6.2 Rights of Third Parties. This Agreement shall not be construed to create any express or implied rights in any persons
other than the Parties.
Section 6.3 Notices. All notices shall be in writing and shall be delivered or sent by first-class mail, postage prepaid, overnight
courier or by means of electronic transmission. Any notice sent shall be addressed as follows:
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(a) If to WGRAH:
Occidental Petroleum Corporation
0 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Secretary
With a copy (which shall not constitute notice) to:
Xxxxxx & Xxxxxxx LLP
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxx
Email: xxxx.xxxxx@xx.xxx
(b) If to XXX:
0000 Xxxxxxxx Xxxxxx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: General Counsel
With copies (which shall not constitute notice) to:
Western Midstream Partners, LP
0000 Xxxxxxxx Xxxxxx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Chairman, Special Committee
Hunton Xxxxxxx Xxxxx LLP
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: G. Xxxxxxx X’Xxxxx
Email: xxxxxxx@xxxxxxxx.xxx
Section 6.4 Choice of Law; Submission to
Jurisdiction. This Agreement, and any claim or dispute arising hereunder or relating hereto, shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer
the construction or interpretation of this Agreement to the laws of another state. EACH OF THE PARTIES AGREES THAT THIS AGREEMENT INVOLVES AT LEAST U.S. $100,000.00 AND THAT THIS AGREEMENT HAS BEEN ENTERED INTO IN EXPRESS RELIANCE UPON 6 Del. C. §
2708. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY AGREES (i) TO BE SUBJECT TO THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND OF THE FEDERAL COURTS SITTING IN THE STATE OF DELAWARE, AND (ii) TO THE EXTENT SUCH PARTY IS NOT
OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE, TO APPOINT AND MAINTAIN AN AGENT IN THE STATE OF DELAWARE AS SUCH PARTY’S AGENT FOR ACCEPTANCE OF LEGAL PROCESS AND TO NOTIFY THE OTHER PARTY OF THE NAME AND ADDRESS OF SUCH AGENT.
EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
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Section 6.5 Time of the Essence. Time is of
the essence in the performance of this Agreement in all respects. If the date specified herein for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken
expires on a date which is not a Business Day), then the date for giving such notice or taking such action (and the expiration date of such period during which notice is required to be given or action taken) shall be the next day that is a Business
Day.
Section 6.6 Damage Limitations.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, NO PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY HERETO ANY AMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, REMOTE OR
SPECULATIVE DAMAGES, EXCEPT, IN EACH CASE, TO THE EXTENT SUCH DAMAGES ARE FINALLY AND JUDICIALLY DETERMINED AND PAID TO AN UNAFFILIATED THIRD PARTY. THE FOREGOING LIMITATIONS ON LIABILITY SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT, AND/OR
CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY IS LIMITED (EXCLUDING GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT).
Section 6.7 Waiver and Severability.
(a) No waiver, either express or implied, by any Party
hereto of any term or condition of this Agreement or right to enforcement thereof shall be effective, unless such waiver is in writing and signed by each Party. Any such waiver shall constitute a waiver only with respect to the specific matter
described in such writing and shall in no way adversely affect the rights of the Party granting such waiver in any other respect or at any other time. The failure of any Party to exercise any rights or privileges under this Agreement shall not
be construed as a waiver of any such rights or privileges under this Agreement. The rights and remedies provided in this Agreement are cumulative and, except as otherwise expressly provided in this Agreement, none is exclusive of any other or of
any rights or remedies that any Party may hereunder or otherwise have at law or in equity.
(b) Whenever possible, each provision or portion of any
provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect
under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.
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Section 6.8 Costs and Expenses.
Except as otherwise specifically provided in this Agreement, each Party will bear its own costs and expenses in connection with this Agreement and the transactions contemplated hereby.
Section 6.9 Counterpart Execution. This
Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above.
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WGR ASSET HOLDING COMPANY LLC
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By:
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/s/ Xxxxx X. Xxxxx
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Name:
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Xxxxx X. Xxxxx
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Title:
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Vice President and Treasurer
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WESTERN MIDSTREAM PARTNERS, LP
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By:
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Western Midstream Holdings, LLC, its general partner
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By:
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/s/ Xxxxxxx X. Xxx
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Name:
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Xxxxxxx X. Xxx
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Title:
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President and Chief Executive Officer
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Signature Page to Unit Purchase Agreement
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