{"id":43234,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-of-sale-and-purchase-yellowhouse-project-co-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-of-sale-and-purchase-yellowhouse-project-co-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-of-sale-and-purchase-yellowhouse-project-co-and.html","title":{"rendered":"Agreement of Sale and Purchase &#8211; Yellowhouse Project Co. and Harken Energy West Texas Inc."},"content":{"rendered":"<pre>\n                           AGREEMENT OF SALE AND PURCHASE\n\n\n         THIS AGREEMENT OF SALE AND PURCHASE (this 'AGREEMENT') dated October\n5, 1995, is made by and between Yellowhouse Project Co., a Delaware corporation\n(hereinafter called 'SELLER'), and Harken Energy West Texas, Inc., a Delaware\ncorporation (hereinafter called 'BUYER');\n\n                              W I T N E S S E T H:\n\n         1.      PROPERTY TO BE SOLD AND PURCHASED.  Seller agrees to sell and\nBuyer agrees to purchase, for the consideration hereinafter set forth, and\nsubject to the terms and provisions herein contained, the following described\nproperties, rights and interests:\n\n                 (a)  All right, title and interest of Seller in and to the\n         oil, gas and\/or mineral leases described on Exhibit A hereto (and any\n         ratifications and\/or amendments to such leases, whether or not such\n         ratifications or amendments are described on Exhibit A); and\n\n                 (b)  Without limitation of the foregoing, all other right,\n         title and interest (of whatever kind or character, whether legal or\n         equitable, and whether vested or contingent) of Seller in and to the\n         lands described on Exhibit A hereto or described in any of the leases\n         described on Exhibit A (including, without limitation, interests in\n         oil, gas and\/or mineral leases, overriding royalties, production\n         payments, net profits interests, fee mineral interests, fee royalty\n         interests and other interests insofar as they cover such lands); and\n\n                 (c)  All rights, titles and interests of Seller in and to, or\n         otherwise derived from, (i) all oil, gas and\/or mineral unitization,\n         pooling, and\/or communitization agreements, declarations and\/or\n         orders, (ii) to the extent the same create rights among the parties\n         thereto to share in production from the contract areas covered\n         thereby, operating and similar agreements, and (iii) all amendments or\n         modifications of the foregoing, which relate to the properties\n         described in subsections (a) and (b) above; and\n\n                 (d)  All rights, titles and interests of Seller in and to all\n         presently existing and valid production sales contracts, operating\n         agreements, rights of way, and other agreements and contracts which\n         relate to any of the properties described in subsections (a), (b) and\n         (c) above, to the extent, and only to the extent, such rights, titles\n         and interests are attributable to the properties described in\n         subsections (a), (b) and (c) above; and\n\n                 (e)  All rights, titles and interests of Seller in and to all\n         materials, supplies, machinery, equipment, improvements and other\n         personal property and fixtures (including, but not by way of\n         limitation, all wells, wellhead equipment, pumping units, flowlines,\n         tanks, buildings, injection facilities, saltwater disposal\n\n         facilities, compression facilities, gathering systems, and other\n         equipment) located on the properties described in subsections (a), (b)\n         and (c) above and used in connection with the exploration,\n         development, operation or maintenance thereof.\n\nThe properties and interests specified in the foregoing subsections (a), (b)\nand (c) are herein sometimes collectively called the 'OIL AND GAS PROPERTIES,'\nand the properties and interests specified in the foregoing subsections (a),\n(b), (c), (d) and (e) are herein sometimes collectively called the\n'PROPERTIES'.\n\n         2.      ASSUMPTION OF INDEBTEDNESS.  Buyer agrees to assume the\nindebtedness evidenced by those certain promissory notes (the 'NOTES') dated\nOctober 5, 1995, from Seller to Internationale Nederlanden (U.S.) Capital\nCorporation ('ING'), New England Mutual Life Insurance Company ('NEW ENGLAND')\nand EnCap 1989-I Limited Partnership ('ELP') in the aggregate principal amount\nof $750,000 (the 'ASSUMED DEBT').  The Assumed Debt will be assumed by Buyer in\naccordance with certain documents executed at Closing as hereinafter provided.\n\n         3.      REPRESENTATIONS OF SELLER.  Seller represents to Buyer that:\n\n                 (a)      ORGANIZATION AND QUALIFICATION.  Seller is a\n         corporation duly organized, validly existing and in good standing\n         under the laws of the State of Delaware, and is qualified to do\n         business and in good standing in the State of Texas.\n\n                 (b)      DUE AUTHORIZATION.  Seller has full power to enter\n         into and perform its obligations under this Agreement and has taken\n         all proper action to authorize entering into this Agreement and the\n         performance of its obligations hereunder.\n\n                 (c)      APPROVALS.  Except for approvals ('ROUTINE\n         GOVERNMENTAL APPROVALS') required to be obtained from governmental\n         entities who are lessors under leases forming a part of the Oil and\n         Gas Properties (or who administer such leases on behalf of such\n         lessors) which are customarily obtained post-closing and which Seller\n         has no reason to believe cannot be obtained, neither the execution and\n         delivery of this Agreement, nor the consummation of the transactions\n         contemplated hereby, nor the compliance with the terms hereof, will\n         result in any default under any agreement or instrument to which\n         Seller is a party or by which the Oil and Gas Properties are bound, or\n         violate any order, writ, injunction, decree, statute, rule or\n         regulation applicable to Seller or to the Oil and Gas Properties.\n\n                 (d)      VALID, BINDING AND ENFORCEABLE.  This Agreement\n         constitutes (and the Conveyance will, when executed and delivered,\n         constitute) the legal, valid and binding obligation of Seller,\n         enforceable in accordance with their respective terms, except as\n         limited by bankruptcy or other laws applicable generally to creditor's\n         rights and as limited by general equitable principles.\n\n\n\n\n\n                                      -2-\n\n                 (e)      LITIGATION.  There are no pending suits, actions, or\n         other proceedings in which Seller is a party and has been served with\n         process (or, to the best of Seller's knowledge, which have been\n         threatened to be instituted against Seller) which affect the Oil and\n         Gas Properties in any material respect (including, without limitation,\n         any actions challenging or pertaining to Seller's title to any of the\n         Oil and Gas Properties), or affecting the execution and delivery of\n         this Agreement or the consummation of the transactions contemplated\n         hereby.\n\n                 (f)      SPECIAL TITLE WARRANTY.  Seller hereby binds itself\n         to warrant and forever defend all and singular title to the Oil and\n         Gas Properties unto Buyer, its successors and assigns, against every\n         person lawfully claiming or to claim the same or any part thereof, by,\n         through and under Seller, but not otherwise.\n\n         4.      REPRESENTATIONS OF BUYER.  Buyer represents to Seller that:\n\n                 (a)      ORGANIZATION AND QUALIFICATION.  Buyer is a\n         corporation duly organized, validly existing and in good standing\n         under the laws of the State of Delaware, and is qualified to do\n         business and in good standing in the State of Texas.\n\n                 (b)      DUE AUTHORIZATION.  Buyer has full power to enter\n         into and perform its obligations under this Agreement and has taken\n         all proper action to authorize entering into this Agreement and the\n         performance of its obligations hereunder.\n\n                 (c)      APPROVALS.  Except for Routine Governmental\n         Approvals, neither the execution and delivery of this Agreement, nor\n         the consummation of the transactions contemplated hereby, nor the\n         compliance with the terms hereof, will result in any default under any\n         agreement or instrument to which Buyer is a party, or violate any\n         order, writ, injunction, decree, statute, rule or regulation\n         applicable to Buyer.\n\n                 (d)      VALID, BINDING AND ENFORCEABLE.  This Agreement\n         constitutes the legal, valid and binding obligation of Buyer,\n         enforceable in accordance with its terms, except as limited by\n         bankruptcy or other laws applicable generally to creditor's rights and\n         as limited by general equitable principles.\n\n                 (e)      NO LITIGATION.  There are no pending suits, actions,\n         or other proceedings in which Buyer is a party and has been served\n         with process (or, to Buyer's knowledge, which have been threatened to\n         be instituted against Buyer) which affect the execution and delivery\n         of this Agreement or the consummation of the transactions contemplated\n         hereby.\n\n                 (f)      KNOWLEDGEABLE BUYER, NO DISTRIBUTION.  Buyer is a\n         knowledgeable purchaser, owner and operator of oil and gas properties,\n         has the ability to evaluate (and in fact has evaluated) the Oil and\n         Gas Properties for purchase, and is acquiring the Oil and Gas\n         Properties for its own account and not with the intent to make a\n         distribution in\n\n\n\n\n\n                                      -3-\n\n         violation of the Securities Act of 1933, as amended (and the rules and\n         regulations pertaining thereto) or in violation of any other\n         applicable securities laws, rules or regulations.\n\n         5.      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER.  The\nobligations of Buyer under this Agreement are subject to each of the following\nconditions being met:\n\n                 (a)      REPRESENTATIONS TRUE AND CORRECT.  Each and every\n         representation of Seller under this Agreement shall be true and\n         accurate in all material respects as of the date when made and shall\n         be deemed to have been made again at and as of the time of Closing and\n         shall at and as of such time of Closing be true and accurate in all\n         material respects except as to changes specifically contemplated by\n         this Agreement or consented to by Buyer.\n\n                 (b)      COMPLIANCE WITH COVENANTS AND AGREEMENTS.  Seller\n         shall have performed and complied in all material respects with (or\n         compliance therewith shall have been waived by Buyer) each and every\n         covenant and agreement required by this Agreement to be performed or\n         complied with by Seller prior to or at the Closing.\n\n                 (c)      EXECUTION OF JOA.  The current operator of the Oil\n         and Gas Properties shall have executed and delivered a new operating\n         agreement or agreements for the Oil and Gas Properties in a form\n         satisfactory to Buyer (the 'JOA').\n\n                 (d)      EXECUTION OF RELATED AGREEMENTS.  The Restructuring\n         Agreement (P&amp;P) by and among Seller, Parker &amp; Parsley Petroleum\n         Company, ING, New England and ELP, and all other documents and\n         instruments contemplated thereby, shall have been executed and\n         delivered by the parties thereto. The Restructuring and Sale Agreement\n         (Harken) by and among Harken Energy Corporation, Buyer, ING, New\n         England and ELP, and all other documents and instruments contemplated\n         thereby, shall have been executed and delivered by the parties\n         thereto.  The agreements, documents and other instruments described in\n         this subsection (d) shall be herein called the 'RELATED DOCUMENTS'.\n\n                 (e)      LITIGATION.  No suit, action or other proceedings\n         shall, on the date of Closing, be pending or threatened before any\n         court or governmental agency seeking to restrain, prohibit, or obtain\n         damages or other relief in connection with the consummation of the\n         transactions contemplated by this Agreement.\n\nIf any such condition on the obligations of Buyer under this Agreement is not\nmet as of the Closing Date and Buyer is not in breach of its obligations\nhereunder in the absence of Seller being in material breach of its obligations\nhereunder, this Agreement may, at the option of Buyer, be terminated.  In the\nevent such a termination by Buyer occurs the parties shall have no further\nobligations to one another hereunder (other than the obligations under Section\n11 hereof, which will survive such termination).\n\n\n\n\n\n                                      -4-\n\n         6.      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER.  The\nobligations of Seller under this Agreement are subject to each of the following\nconditions being met:\n\n                 (a)      REPRESENTATIONS TRUE AND CORRECT.  Each and every\n         representation of Buyer under this Agreement shall be true and\n         accurate in all material respects as of the date when made and shall\n         be deemed to have been made again at and as of the time of Closing and\n         shall at and as of such time of Closing be true and accurate in all\n         material respects except as to changes specifically contemplated by\n         this Agreement or consented to by Seller.\n\n                 (b)      COMPLIANCE WITH COVENANTS AND AGREEMENTS.  Buyer\n         shall have performed and complied in all material respects with (or\n         compliance therewith shall have been waived by Seller) each and every\n         covenant and agreement required by this Agreement to be performed or\n         complied with by Buyer prior to or at the Closing.\n\n                 (c)      EXECUTION OF JOA.  The current operator of the oil\n         and gas properties shall have executed and delivered the JOA.\n\n                 (d)      EXECUTION OF RELATED AGREEMENTS.  The Related\n         Agreements shall have been executed and delivered by the parties\n         thereto.\n\n                 (e)      LITIGATION.  No suit, action or other proceedings\n         shall, on the date of Closing, be pending or threatened before any\n         court or governmental agency seeking to restrain, prohibit, or obtain\n         damages or other relief in connection with the consummation of the\n         transactions contemplated by this Agreement.\n\nIf any such condition on the obligations of Seller under this Agreement is not\nmet as of the Closing Date and Seller is not in breach of its obligations\nhereunder in the absence of Buyer being in material breach of its obligations\nhereunder, this Agreement may, at the option of Seller, be terminated, in which\ncase the parties shall have no further obligations to one another hereunder\n(other than the obligations under Section 11 hereof, which will survive such\ntermination).\n\n         7.      CLOSING.  The closing (herein called the 'CLOSING') of the\ntransaction contemplated hereby shall take place in the offices of Thompson &amp; Knight, P.C., at 1700 Pacific, Dallas, Texas, on October 5, 1995, at 11:00 a.m.\nlocal time, or at such other date and time as the Buyer and Seller may mutually\nagree upon (such date and time being herein called the 'CLOSING DATE').  At the\nClosing:\n\n                 (a)      DELIVERY OF CONVEYANCE.  Seller shall execute,\n         acknowledge and deliver to Buyer (i) the 'CONVEYANCE' (as herein\n         called), in the form attached hereto as Schedule I (and with Exhibit A\n         hereto being attached thereto), effective as to runs of oil and\n         deliveries of gas and for all other purposes as of 7:00 a.m., local\n         time at the locations of the Oil and Gas Properties, respectively, on\n         April 1, 1995 (herein called\n\n\n\n\n\n                                      -5-\n :  PAGE&gt;   6\n         the 'EFFECTIVE DATE'), and (ii) the 'MINERAL DEED' (as herein called),\n         in the form attached hereto as Schedule II, effective as of 7:00 a.m.,\n         local time, on the Effective Date.\n\n                 (b)      NON-FOREIGN STATUS AFFIDAVIT.  If Buyer so requests,\n         Seller will execute and deliver to Buyer an affidavit or other\n         certification (as permitted by such code) that Seller is not a\n         'foreign person' within the meaning of Section 1445 (or similar\n         provisions) of the Internal Revenue Code of 1986, as amended (i.e.,\n         Seller is not a non-resident alien, foreign corporation, foreign\n         partnership, foreign trust or foreign estate as those terms are\n         defined in such code and regulations promulgated thereunder).\n\n                 (c)      LETTERS IN LIEU.  If Buyer so requests, Seller shall\n         execute and deliver letters in lieu of transfer orders (or similar\n         documentation), in form reasonably acceptable to both parties.\n\n                 (d)      PAYMENT.  Seller will wire transfer, or will cause to\n         be wire transferred, to Buyer cash in the amount of $200,000.\n\nAt the Closing, Seller will also deliver to Buyer all of Seller's lease files,\nabstracts and title opinions, division order files, production records, well\nfiles, and other similar files and records which relate to the Oil and Gas\nProperties, other than those which Seller cannot provide to Buyer without, in\nits opinion, breaching, or risking a breach of, confidentiality agreements with\nother parties.  As soon as reasonably practicable after the Closing and, in any\nevent, within 30 days after the Closing Date, Seller will deliver to Buyer all\naccounting records (but not including any general financial records or tax\naccounting records) of Seller which relate to the Oil and Gas Properties.\n\n         8.      CERTAIN ACCOUNTING ADJUSTMENTS.\n\n         (a) Appropriate adjustments shall be made between Buyer and Seller so\nthat (i) all expenses (including, without limitation, all drilling costs, all\ncapital expenditures and all overhead charges under applicable operating\nagreements) which are incurred in the operation of the Oil and Gas Properties\nbefore the Effective Date will be borne by Seller and all proceeds (net of\napplicable production, severance, and similar taxes) from sales of oil, gas\nand\/or other minerals which are produced from (or attributable to) the Oil and\nGas Properties before the Effective Date will be received by Seller, and (ii)\nall expenses (including, without limitation, all drilling costs, all capital\nexpenditures and all overhead charges under applicable operating agreements)\nwhich are incurred in the operation of the Oil and Gas Properties after the\nEffective Date will be borne by Buyer and all proceeds (net of applicable\nproduction, severance, and similar taxes) from the sale of oil, gas and\/or\nother minerals which were produced from (or attributable to) the Oil and Gas\nProperties after the Effective Date will be received by Buyer.  It is agreed\nthat, in making such adjustments: (A) oil which was produced from the Oil and\nGas Properties and which was, on the Effective Date, stored in tanks located on\nthe Oil and Gas Properties and above pipeline connections shall be deemed to\nhave been\n\n\n\n\n\n                                      -6-\n\nproduced before the Effective Date to the extent that written records indicate\nsuch tanks were gauged on such date; otherwise oil shall be deemed to have been\nproduced prior to the Effective Date to the extent of the latest written record\nof oil produced prior to the Effective Date, whether it be a prior tank\nreading, run ticket or other record of physical measurement; (B) ad valorem and\nsimilar taxes assessed with respect to a period which the Effective Date splits\nshall be prorated based on the number of days in such period which fall on each\nside of the Effective Date (with the day on which the Effective Date falls\nbeing counted in the period after the Effective Date); and (C) no consideration\nshall be given to the local, state or federal income tax liabilities of any\nparty.\n\n         (b) Three days prior to, and for the purposes of, the Closing, the\nparties shall determine, based upon billings and payments received to that\npoint, the amount of the adjustments provided for above.  If, based on the\nforegoing, it is determined that an amount is owed to Buyer, Seller shall\ntender to Buyer at Closing an amount equal to 100% of such amount less any\nportion thereof that has been previously tendered to ING, New England and ELP\nas payment on those certain promissory notes dated May 22, 1992, executed by\nSeller in favor of ING, New England and ELP in an aggregate principal amount\nequal to $12,000,000.  If, based on the foregoing, it is determined that an\namount is owed to Seller, Buyer shall tender to Seller at Closing an amount\nequal to 100% of such amount.  On or before 90 days after Closing, Buyer and\nSeller shall review any additional information which may then be available\npertaining to the adjustments provided for above, shall determine if any\nadditional adjustments (whether the same be made to account for expenses or\nrevenues not considered in making the adjustments made at Closing, or to\ncorrect errors made in such adjustments) should be made beyond those made at\nClosing, and shall make any such adjustments by appropriate payments from\nSeller to Buyer or from Buyer to Seller.  Following such final adjustment, no\nfurther such adjustments shall be made pursuant to this Section.\n\n      9.    INDEMNIFICATION. Buyer shall agree (and, upon the delivery to Buyer\nof the documents and cash referenced in Section 7, shall be deemed to have\nagreed), (a) to assume, and to timely pay and perform, all duties, obligations\nand liabilities relating to (i) the Assumed Debt or (ii) the ownership and\/or\noperation of the Oil and Gas Properties, whether arising before, on or after\nthe Closing Date (including, without limitation, those arising under the\ncontracts and agreements related to the Oil and Gas Properties), and (b) to\nindemnify and hold Seller, its affiliates, and its and their directors,\nofficers, employees, attorneys and agents harmless from and against any and all\nclaims, actions, causes of action, liabilities, damages, losses, costs or\nexpenses (including, without limitation, court costs and attorneys' fees) of\nany kind or character arising out of or otherwise relating to (i) the Assumed\nDebt or (ii) the ownership and\/or operation of the Oil and Gas Properties,\nwhether arising before, on or after the Closing Date. THE FOREGOING ASSUMPTIONS\nAND INDEMNIFICATIONS BY BUYER SHALL APPLY WHETHER OR NOT SUCH DUTIES,\nOBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION,\nLIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (A) NEGLIGENCE\n(INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR\nPASSIVE NEGLIGENCE, BUT EXPRESSLY NOT\n\n\n\n\n\n                                      -7-\n\nINCLUDING GROSS NEGLIGENCE) OF SELLER OR ANY OTHER INDEMNIFIED PARTY, OR (B)\nSTRICT LIABILITY.  Seller and Buyer agree that Buyer shall be subrogated to any\nand all claims, defenses, rights of setoff and other rights that Seller may\nhave arising in connection with the ownership and\/or operation of the Oil and\nGas Properties on or before the Closing Date.\n\n      10.   NO COMMISSIONS OWED.  Seller agrees to indemnify and hold harmless\nBuyer (and its affiliates, and its and their respective officers, directors,\nemployees, attorneys, contractors and agents) from and against any and all\nclaims, actions, causes of action, liabilities, damages, losses, costs or\nexpenses (including, without limitation, court costs and attorneys fees) of any\nkind or character arising out of or resulting from any agreement, arrangement\nor understanding alleged to have been made by, or on behalf of, Seller with any\nbroker or finder in connection with this Agreement or the transaction\ncontemplated hereby.  Buyer agrees to indemnify and hold harmless Seller (and\nits affiliates and its and their respective officers, directors, employees,\nattorneys, contractors and agents) from and against any and all claims,\nactions, causes of action, liabilities, damages, losses, costs or expenses\n(including, without limitation, court costs and attorneys fees) of any kind or\ncharacter arising out of or resulting from any agreement, arrangement or\nunderstanding alleged to have been made by, or on behalf of, Buyer with any\nbroker or finder in connection with this Agreement or the transaction\ncontemplated hereby.\n\n      11.   NOTICES.  All notices and other communications required under this\nAgreement shall (unless otherwise specifically provided herein) be in writing\nand be delivered personally, by recognized commercial courier or delivery\nservice which provides a receipt, by telecopier (with receipt acknowledged), or\nby registered or certified mail (postage prepaid), at the following addresses:\n\n      If to Buyer:             Harken West Texas, Inc.\n                               5605 N. MacArthur, Suite 400\n                               Irving, Texas  75038\n                               Telecopier No.: (214) 753-6955\n                               Attention:  Mikel D. Faulkner, Chairman\n\n                               with a copy to:\n                               Larry E. Cummings, General Counsel\n\n      If to Seller:            Yellowhouse Project Co.\n                               303 West Wall Avenue, Suite 101\n                               Midland, Texas  79701\n                               Attention: T.A. Leach, Vice President\n                               Telecopier No.: (915) 571-5050\n\nand shall be considered delivered on the date of receipt.  Either Buyer or\nSeller may specify as its proper address any other post office address within\nthe continental limits of the United\n\n\n\n\n\n                                      -8-\n\nStates by giving notice to the other party, in the manner provided in this\nSection, at least ten (10) days prior to the effective date of such change of\naddress.\n\n         12.     SURVIVAL OF PROVISIONS.  All representations and warranties\nmade herein by Buyer and Seller shall be continuing and shall be true and\ncorrect on and as of the date of Closing with the same force and effect as if\nmade at that time (and shall inure to the benefit of the respective successors\nand assigns of Buyer and Seller), and all of such representations and\nwarranties shall survive the Closing and the delivery of the Conveyance.  The\nobligations of the parties under Section 7 (to the extent the same are, by\nmutual agreement, not performed at Closing), and Sections 8, 9, 10, 11, 12 and\n13 shall (subject to any limitations set forth therein) also survive the\nClosing and the delivery of the Conveyance and the Mineral Deed.\n\n         13.     MISCELLANEOUS MATTERS.\n\n                 (a)      FURTHER ASSURANCES.  After the Closing, Seller and\n         Buyer shall execute and deliver, and shall otherwise cause to be\n         executed and delivered, from time to time, such further instruments,\n         notices, division orders, transfer orders and other documents, and do\n         such other and further acts and things, as may be reasonably necessary\n         to more fully and effectively accomplish the intent and purpose of\n         this Agreement, including (without limitation) the grant, conveyance\n         and assignment of the Properties to Buyer.\n\n                 (b)      DECEPTIVE TRADE PRACTICES WAIVER.  To the extent\n         applicable to the transaction contemplated hereby or any portion\n         thereof, Buyer waives the provisions of the Texas Deceptive Trade\n         Practices Act (Sections 17.41 through 17.63, inclusive of the Texas\n         Business and Commerce Code, other than Section 17.555 which is not\n         waived.  In connection with such waiver, Buyer hereby represents\n         warrants to Seller that Buyer (i) is in the business of seeking or\n         acquiring by purchase or lease, goods, or services, for commercial or\n         business use, (ii) has knowledge and experience in financial and\n         business matters that enable it to evaluate the merits and risks of\n         the transaction contemplated hereby, (iii) is not in a significantly\n         disparate bargaining position and (iv) has assets of $5,000,000 or\n         more according to its most recent financial statement.\n\n                 (c)      PARTIES BEAR OWN EXPENSES.  Each party shall bear and\n         pay all expenses (including, without limitation, legal fees) incurred\n         by it in connection with the transaction contemplated by this\n         Agreement.\n\n                 (d)      ENTIRE AGREEMENT.  This Agreement contains the entire\n         understanding of the parties hereto with respect to the subject matter\n         hereof and supersedes all prior agreements, understandings,\n         negotiations, and discussions among the parties with respect to such\n         subject matter; provided that any Confidentiality Agreement executed\n         by Buyer and Seller in connection with the transaction contemplated\n         hereby remains in full force and effect and is not superseded or\n         modified by this Agreement.\n\n\n\n\n\n                                      -9-\n\n                 (e)      AMENDMENTS, WAIVERS.  This Agreement may be amended,\n         modified, supplemented, restated or discharged (and provisions hereof\n         may be waived) only by an instrument in writing signed by the party\n         against whom enforcement of the amendment, modification, supplement,\n         restatement or discharge (or waiver) is sought.\n\n                 (f)      CHOICE OF LAW.  Without regard to principles of\n         conflicts of law, this Agreement shall be construed and enforced in\n         accordance with and governed by the laws of the State of Texas\n         applicable to contracts made and to be performed entirely within such\n         state and the laws of the United States of America.\n\n                 (g)      HEADINGS, TIME OF ESSENCE, ETC.  The descriptive\n         headings contained in this Agreement are for convenience only and\n         shall not control or affect the meaning or construction of any\n         provision of this Agreement.  Within this Agreement words of any\n         gender shall be held and construed to cover any other gender, and\n         words in the singular shall be held and construed to cover the plural,\n         unless the context otherwise requires.  Time is of the essence in this\n         Agreement.\n\n                 (h)      NO ASSIGNMENT.  Neither party shall have the right to\n         assign its rights under this Agreement, without the prior written\n         consent of the other parties first having been obtained.\n\n                 (i)      SUCCESSORS AND ASSIGNS.  Subject to the limitation on\n         assignment contained in subsection (h) above, the Agreement shall be\n         binding on and inure to the benefit of the parties hereto and their\n         respective successors and assigns.\n\n                 (j)      CONSENT OF LENDERS.  By joining in the execution of\n         this Agreement, ING, New England and ELP hereby evidence their consent\n         to the purchase and sale contemplated hereby, as required by the terms\n         of that certain Loan Agreement dated May 22, 1995, by and among\n         Seller, ING, New England and ELP, as amended.\n\n                 (k)      COUNTERPART EXECUTION.  This Agreement may be\n         executed in counterparts, all of which are identical and all of which\n         constitute one and the same instrument.  It shall not be necessary for\n         Buyer and Seller to sign the same counterpart.\n\n                 (l)      TO THE BEST OF KNOWLEDGE.  The phrase 'to the best\n         knowledge of Seller' and other terms of similar import used in this\n         Agreement shall mean only Seller's existing actual knowledge and are\n         not intended to imply that Seller in fact has actual knowledge of the\n         subject matter to which such terms apply; accordingly, except as may\n         be otherwise noted herein, Seller has not made any independent\n         verification of or inquiry with respect to any facts relevant to such\n         matter.\n\n\n\n\n\n                                      -10-\n\n         IN WITNESS WHEREOF, this Agreement is executed by the parties hereto\non the date set forth above.\n\n                                        YELLOWHOUSE PROJECT CO.\n                                        \n                                        \n                                        By: \/s\/   David W. Copeland\n                                            ----------------------------------\n                                        Name:  David W. Copeland\n                                        Title:  Vice President\n                                        \n                                        HARKEN ENERGY WEST TEXAS, INC.\n                                        \n                                        \n                                        By: \/s\/ Larry E. Cummings\n                                            ----------------------------------\n                                        Name: Larry E. Cummings\n                                        Title: Vice President and Secretary\n                                        \n                                        INTERNATIONALE NEDERLANDEN (U.S.) \n                                        CAPITAL CORPORATION\n                                        \n                                        \n                                        By: \/s\/  Barry Borak\n                                            ----------------------------------\n                                        Name: Barry Borak\n                                        Title: Vice President\n                                        \n                                        NEW ENGLAND MUTUAL LIFE \n                                        INSURANCE COMPANY\n                                        \n                                        \n                                        By: \/s\/ Michael T. Zonghetti\n                                            ----------------------------------\n                                        Name: Michael T. Zonghetti\n                                        Title: Investment Officer\n                                        \n                                        ENCAP 1989-I LIMITED PARTNERSHIP\n                                        \n                                        \n                                        By: \/s\/ Robert L. Zorich\n                                            ----------------------------------\n                                        Name: Robert L. Zorich\n                                        Title: Managing Director\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7721],"corporate_contracts_industries":[9409],"corporate_contracts_types":[9623,9622],"class_list":["post-43234","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-harken-oil---gas-inc","corporate_contracts_industries-energy__exploration","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43234","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43234"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43234"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43234"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43234"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}