{"id":43367,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/concession-and-lease-purchase-agreement-c-a-b-resources-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"concession-and-lease-purchase-agreement-c-a-b-resources-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/concession-and-lease-purchase-agreement-c-a-b-resources-inc.html","title":{"rendered":"Concession and Lease Purchase Agreement &#8211; C A B Resources Inc., Crusader Inc., Australian Hydrocarbons Inc. and Harken Energy Corp."},"content":{"rendered":"<pre>                    CONCESSION AND LEASE PURCHASE AGREEMENT\n\n         This CONCESSION AND LEASE PURCHASE AGREEMENT (the 'Agreement') is\nentered into effective as of 7:00 a.m. C.S.T. on August 1, 1994 (the 'Effective\nTime') by and among C. A. B. RESOURCES, INC., a Texas corporation ('CAB'),\nCRUSADER, INC., a Delaware corporation ('Crusader'), and AUSTRALIAN\nHYDROCARBONS, INC., a Delaware corporation ('AHI') (CAB, Crusader and AHI are\nherein collectively called 'Sellers' and individually a 'Seller'), and HARKEN\nENERGY CORPORATION, a Delaware corporation (herein called 'Purchaser').\n\n                                    RECITALS\n\n         WHEREAS, pursuant to that certain Concession Purchase Agreement (the\n'Acquisition Agreement') and that certain Joint Operations Agreement (the\n'JOA') each dated effective as of August 1, 1988, by and among Sellers (and\nothers) and Chuska Energy Company, each Seller acquired a Participating\nInterest in the Concession Properties (hereafter defined), including, without\nlimitation, those Concession Properties described on Exhibit 'A' attached\nhereto.\n\n         WHEREAS, each Seller owns an undivided interest, beneficially, in and\nto those certain oil and leases described on Exhibit 'B' attached hereto (the\n'BIA Leases').\n\n         WHEREAS, Sellers desire to sell to Purchaser, and Purchaser desires to\npurchase from Sellers, all of Sellers' right, title and interests in and to the\nConcession Properties and the BIA Leases.\n\n         NOW, THEREFORE, for and in consideration of the premises, of the\ncovenants herein contained, and other good and valuable consideration, the\nreceipt and sufficiency of which are hereby acknowledged and confessed, the\nparties agree as follows:\n\n         1.      Definitions.  For purposes of this Agreement, unless otherwise\ndefined herein, capitalized terms set forth in this Agreement shall have the\nmeaning ascribed to them in the Acquisition Agreement.\n\n         2.      Purchase and Sale.  Subject to the terms and conditions\nhereinafter set forth, Purchaser shall purchase from Sellers, and Sellers shall\nsell, assign, transfer, grant, convey and deliver to Purchaser, effective as of\nthe Effective Time, free and clear of all mortgages, liens, pledges, security\ninterests, charges, claims, restrictions, and encumbrances created by, through\nor under Sellers, but not otherwise, the following:\n\n                 (a)      Concession Properties.  All of Sellers' right, title\nand interest in and to the properties described in Section 2 of the Acquisition\nAgreement (all of Sellers' right, title and interest in all of such property is\nherein called the 'Concession Property'), such property to include, without\nlimitation, each Seller's right, title and interest, if any, in and to the\nfollowing:\n\n                          (i)     Sellers' interest in the Concession Property\ndescribed or referred to on Exhibit 'A' hereto;\n\n                          (ii)    Sellers' interest in the JOA and all rights\nof Sellers created under or by virtue of the JOA; and\n\n                          (iii)   Sellers' interest in all other properties,\nassets, rights or interests owned by Sellers under or pursuant to the\nAcquisition Agreement and\/or the JOA, regardless of whether such properties,\nassets or interests are described or referred to on Exhibit 'A' attached\nhereto.\n\n                 (b)      BIA Leases.  All of Sellers' right, title and\ninterest in and to the BIA Leases, together with any and all producing,\nnon-producing and shut-in oil and gas wells, salt water disposal wells, water\nwells, injection wells, and all other wells attributable to Sellers' right,\ntitle and interest in the BIA Leases, all equipment, rights-of-way, easements,\nappurtenances, contract rights, personal property, and hydrocarbons located on\nor used in connection with Sellers' right, title and interest in the BIA\nLeases.\n\n         All of Sellers' right, title and interest in the Concession Properties\nand the BIA Lease are herein collectively called the 'Properties'.\n\n         Notwithstanding anything to the contrary, Purchaser agrees to and\nshall assume and pay, perform and discharge when due all liabilities and\nobligations of Sellers relating to the Properties, other than the liabilities\nand costs set forth on Schedule 2 attached hereto.\n\n         3.      Purchase Price.  Subject to Section 4 below, Sellers and\nPurchaser agree that the purchase price to be paid by Purchaser for the\nProperties (the 'Purchase Price') shall be $1,800,000 payable to Sellers in\nnewly issued shares of Purchaser's common stock (par value $.01 per share) (the\n'Purchaser Common Stock') valued at the Index Price (as defined below).  The\nPurchaser Common Stock shall be issued to each Seller in the following\npercentages:\n\n\n<font size=\"2\">\n                                                        Percentage of\n         Seller                                    Purchaser Common Stock \n         ------                                    -----------------------\n                                                         \n         CAB                                                12.68%\n         Crusader                                           60.22%\n         AHI                                                27.10%\n<\/font>\n\nFor the purpose of this Agreement, the term 'Index Price' means the average\nclosing sale price of the Purchaser Common Stock for the five (5) trading days\nimmediately preceding the Closing Date as reported in the Wall Street Journal,\nSouthwest Edition.  All shares of Purchaser Common Stock issued to Sellers\nhereunder shall be rounded to the nearest whole share.\n\n\n\n                                     -2-\n\n\n\n\n\n         4.      Adjustment to Purchase Price.  The Purchase Price shall be\nadjusted as follows:\n\n                 (a)      The Purchase Price shall be adjusted upward by the\nfollowing:\n\n                          (1)     the value of all merchantable, allowable oil\n                 in storage at the Effective Time which is sold and which is\n                 credited to Sellers' interest in the BIA Leases, such value to\n                 be the actual price received less taxes deducted by the\n                 purchaser;\n\n                          (2)     the amount of all expenditures paid by or on\n                 behalf of Sellers relating to ownership or operation of the\n                 Properties after the Effective Time (exclusive of Sellers'\n                 general and administrative expenses), including, without\n                 limitation, (i) expenses that are paid by Sellers prior to the\n                 Closing Date under the JOA and that are, in accordance with\n                 generally accepted accounting principles, attributable to the\n                 period after the Effective Time, (ii) operational expenditures\n                 paid by Sellers prior to the Closing Date in connection with\n                 the operation of the BIA Leases after the Effective Time and\n                 (iii) prepaid expenses attributable to the Properties that are\n                 paid by Seller and that are, in accordance with generally\n                 accepted accounting principles, attributable to the period\n                 after the Effective Time including, without limitation,\n                 prepaid ad valorem, property, production, severance and\n                 similar taxes (but not including income taxes) based upon or\n                 measured by the ownership of property or the production of\n                 hydrocarbons or the receipt of proceeds therefrom; and\n\n                          (3)     any other amount agreed upon in writing by\n                 Sellers and Purchaser.\n\n                 (b)      The Purchase Price shall be adjusted downward by the\nfollowing:\n\n                          (1)     the proceeds received by Sellers prior to the\n              Closing Date attributable to the Properties and that are, in\n              accordance with generally accepted accounting principles,\n              attributable to the period of time from the Effective Time to the\n              Closing Date and that are not turned over to Purchaser; provided,\n              however, that the Purchase Price shall not be adjusted downward\n              on the account of the revenues distributed to Sellers resulting\n              from the ownership adjustment in the Aneth Gas Plant, such\n              adjustment being made in August 1994 pursuant to the JOA;\n\n                          (2)     an amount equal to all unpaid ad valorem,\n              property, production, severance and similar taxes and assessments\n              (but not including income taxes) based upon or measured by the\n              ownership of property or the production of hydrocarbons or the\n              receipt of proceeds therefrom accruing to the Properties prior to\n              the Effective Time, which amount shall be computed based upon\n              such taxes assessed against the applicable portion of the\n              Properties for the current tax year or, if such taxes are\n              assessed on other than a calendar year basis, for the tax related\n              year last ended; and\n\n\n\n\n\n                                     - 3 -\n   4\n\n\n\n                          (3)     any other amount agreed upon in writing by \n              Seller and Buyer.\n\nThe adjustment to the Purchase Price shall be paid in cash to the appropriate\nparty or parties after Closing pursuant to Section 15(c) hereof.  There shall\nbe no adjustment to the Purchaser Common Stock issued to Sellers at Closing on\naccount of any adjustment to the Purchase Price made according to this Section\n4.\n\n         5.      Registration Rights.\n\n                 (a)      Certain Definitions.  As used in this Section 5, the\nfollowing terms shall have the following respective meanings:\n\n                          (i)     'Commission' means the Securities and\nExchange Commission, or any other federal agency at the time administering the\nSecurities Act of 1933, as amended (the 'Act').\n\n                          (ii)    'Registration Statement' means the\nRegistration Statement filed by Purchaser with the Commission for a public\noffering and sale of securities of Purchaser pursuant to this Section, but\nshall not include a Registration Statement on Form S-8 or Form S-4, or any\nother registration statement filed by Purchaser with the Commission covering\nonly securities proposed to be issued in exchange for securities or assets of\nanother corporation.\n\n                          (iii)   'Registerable Shares' means the shares of\nPurchaser Common Stock acquired by Sellers pursuant to the terms of this\nAgreement, and shall include any other shares of common stock of Purchaser\nissued in respect of such shares (whether because of stock splits, stock\ndividends, reclassifications, recapitalizations, or similar events affecting\nPurchaser); provided, however, that shares of common stock of Purchaser which\nare Registerable Shares shall cease to be Registerable Shares upon any sale\npursuant to a Registration Statement under this Section 5, or with respect to a\nparticular Seller, any other disposition of less than all of the shares of\ncommon stock of Purchaser received by such Seller pursuant to a private sale or\nother disposition, including all dispositions of the common stock by Sellers\npursuant to Section 4(1) and Rule 144 of the Act, it being the expressed\nintentions of the parties hereto that the registration rights contained herein\nmay only be assigned by a Seller in connection with any private sale or other\ntransaction agreed to by such Seller subsequent to the date hereof if all of\nsuch Seller's Registerable Shares are sold or otherwise transferred pursuant to\nsuch transaction.\n\n                 (b)      Sale or Transfer of Shares; Legend.\n\n                          (i)     The Registerable Shares and shares issued in\nrespect of the Registerable Shares shall not be sold or transferred unless\neither (A) they first have been registered under the Act, or (B) Purchaser\nfirst shall have been furnished with an opinion of Sewell &amp; Riggs, P. C., or\nother legal counsel, reasonably satisfactory to Purchaser, to the effect that\nsuch sale or transfer is exempt from the registration requirements of the Act.\n\n\n\n\n\n                                     - 4 -\n\n\n\n\n                          (ii)    All of the Registerable Shares of Purchaser\nCommon Stock shall bear the legend in the following form:\n\n         THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN\n         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE\n         SECURITIES ACT AND CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED\n         OF UNLESS REGISTERED UNDER SUCH ACTS OR EXEMPTIONS FROM REGISTRATION\n         ARE AVAILABLE.  THE TRANSFER OF THE SHARES REPRESENTED BY THIS\n         CERTIFICATE IS RESTRICTED UNDER THE CONCESSION AND LEASE PURCHASE\n         AGREEMENT DATED AS OF OCTOBER 20, 1994 BY AND AMONG C.A.B. RESOURCES,\n         INC., CRUSADER, INC., AUSTRALIAN HYDROCARBONS INC. AND HARKEN ENERGY\n         CORPORATION.  A COPY OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY\n         WRITTEN REQUEST MADE BY THE RECORD HOLDER OF THE CERTIFICATE TO HARKEN\n         ENERGY CORPORATION.\n\n                 (c)      Demand Registrations.\n\n                          (i)     Requests for Registration.  At any time after\nthe Closing, either of (x) CAB and Crusader and (y) AHI may request\nregistration under the Securities Act of all or part of their Registerable\nShares.  Each request for a Demand Registration shall specify the approximate\nnumber of Registerable Shares requested to be registered and the anticipated\nper share price range for such offering.  Within ten days after receipt of any\nsuch request, Purchaser will give written notice of such requested registration\nto all other holders of Registerable Shares and will include in such\nregistration, subject to subparagraph (c) (iii), all Registerable Shares with\nrespect to which Purchaser has received written requests for inclusion therein\nwithin 15 days after the receipt of Purchaser's notice.  In the event either of\n(x) CAB and Crusader or (y) AHI shall request a Demand Registration pursuant to\nthis Section 5(c), Purchaser shall provide written notice to the Seller (or\nSellers) who did not request such Demand Registration, whereupon such Seller\n(or Sellers) shall have ten (10) days from receipt of such notice to elect in\nwriting to have its Registrable Shares registered pursuant to such Demand\nRegistration.  The failure to elect in writing within such 10-day period shall\nbe deemed an election to not have such Seller's (or Sellers') shares registered\npursuant to such Demand Registration.  If such Seller (or Sellers) elect to not\nhave its shares registered pursuant to such Demand Registration, such Seller\n(or Sellers) shall have no further rights of a Demand Registration under this\nSection 5(c) and provided such registration otherwise counts as a Demand\nRegistration pursuant to paragraph (c) and (g) of this Section.  Any\nregistration requested pursuant to this subparagraph (c)(i) is referred to\nherein as a 'Demand Registration.'\n\n                          (ii)    Number of Demand Registrations.  The holders\nof Registerable Shares will be entitled to require one Demand Registration in\nwhich Purchaser will pay all Registration Expenses (as hereinafter defined).  A\nregistration will not count as a Demand Registration unless and until it has\nremained effective for 180 days or such shorter period as shall be required to\nsell all of the securities registered pursuant thereto (but not before the\nexpiration of the applicable prospectus delivery period); provided that in any\nevent Purchaser will pay all\n\n\n\n\n\n                                     - 5 -\n\n\n\n\nRegistration Expenses in connection with any registration initiated as a Demand\nRegistration whether or not it has become effective.\n\n                          (iii)   Priority on Registrations.  Purchaser will\nnot include in any Demand Registration any securities which are not\nRegisterable Shares without the prior written consent of the holders of the\nRegisterable Shares initially requesting such registration.  If a Demand\nRegistration is an underwritten offering and the managing underwriters advise\nPurchaser in writing that in their opinion the number of Registerable Shares\nand, if permitted hereunder, other securities requested to be included in such\noffering, exceeds the number of Registerable Shares and other securities, if\nany, which can be sold in an orderly manner in such offering within a price\nrange acceptable to the holders of the Registerable Shares initially requesting\nregistration, Purchaser will include in such registration, prior to the\ninclusion of any securities which are not Registerable Shares, the number of\nRegisterable Shares requested to be included which in the opinion of such\nunderwriters can be sold in an orderly manner within the price range of such\noffering, pro rata among the respective holders thereof on the basis of the\namount of Registerable Securities requested by such holders to be included in\nsuch registration.\n\n                          (iv)    Selection of Underwriters.  If any Demand\nRegistration is in the form of an underwritten offering, Purchaser will select\nand retain the investment banker or investment bankers and manager or managers\nthat will administer the offering; provided, however, that such selection will\nbe subject to the approval of the holders of the Registerable Shares\nparticipating in such registration, which shall not be unreasonably withheld.\nPurchaser shall, (together with all holders proposing to distribute their\nsecurities through such underwriting) enter into an underwriting agreement in\ncustomary form with the managing underwriter selected for such underwriting.\nIf a holder of Registerable Shares disapproves of the terms of the\nunderwriting, such Person may elect to withdraw therefrom by written notice to\nPurchaser and the managing underwriter.  The Registerable Shares so withdrawn\nshall also be withdrawn from registration.\n\n                          (v)     Minimum Shares Included.  Purchaser shall not\nbe required to effect any Demand Registration unless the holders of\nRegisterable Shares agree to include therein Registerable Securities that at\nthe time of demand constitute at least 50% (or such lesser percentage as the\nunderwriter shall determine is desirable) of the Registerable Securities.\n\n                 (d)      Piggyback Registrations.\n\n                          (i)     Right to Piggyback.  Whenever Purchaser\nproposes to register any of its securities under the Securities Act for sale\nfor cash (other than pursuant to a Demand Registration) and the registration\nform to be used may be used for the registration of Registerable Shares,\nPurchaser will give prompt written notice to all holders of Registerable Shares\nof its intention to effect such a registration and will include in such\nregistration all Registerable Shares with respect to which Purchaser has\nreceived written requests for inclusion therein within 15 days after the\nreceipt of Purchaser's notice (a 'Piggyback Registration').  If Purchaser gives\nnotice of such a proposed registration, the total number of Registerable Shares\nwhich shall be included in such registration shall be limited to such number,\nif any, as in the reasonable opinion of the\n\n\n\n\n\n                                     - 6 -\n\n\n\n\nmanager of such offering would not adversely affect the marketability or\noffering price of all of the securities proposed to be offered by Purchaser in\nsuch offering; provided, however, if the holders of Registerable Shares having\nregistration rights upon a Piggyback Registration are not permitted to include\nall of such Registerable Shares by reason of such determination by the manager\nof the offering, the Registerable Securities to be included in the offering\nshall be determined in accordance with subparagraphs (d) (iii) and (iv) below.\nNotwithstanding the foregoing, Purchaser may, in its sole discretion and\nwithout the consent of any holder of Registerable Shares, withdraw such\nRegistration Statement and abandon such proposed public offering.\n\n                          (ii)    Piggyback Expenses.  The Registration\nExpenses of the holders of Registerable Shares will be paid by Purchaser in all\nPiggyback Registrations.\n\n                          (iii)   Priority on Primary Registrations.  If a\nPiggyback Registration is a primary registration on behalf of Purchaser, and\nthe managing underwriters advise the company in writing that in their opinion\nthe number of securities requested to be included in such registration exceeds\nthe number which can be sold in an orderly manner in such offering within a\nprice range acceptable to Purchaser, Purchaser will include in such\nregistration (i) first, the securities Purchaser proposes to sell, (ii) second,\nthe Registerable Shares requested to be included in such registration, pro rata\namong the holders thereof on the basis of the number of shares of such\nRegisterable Shares requested to be included in such registration by each such\nholder, and (iii) third, other securities requested to be included in such\nregistration.\n\n                          (iv)    Priority on Secondary Registrations.  If a\nPiggyback Registration is an underwritten secondary registration on behalf of\nholders of Purchaser's securities, and the managing underwriters advise\nPurchaser in writing that in their opinion the number of securities requested\nto be included in such registration exceeds the number which can be sold in an\norderly manner in such offering within a price range acceptable to the holders\ninitially requesting such registration, Purchaser will use its reasonable\nefforts to include in such registration (i) first, the securities the holders\ninitially requesting such registration propose to sell, and (ii) second, the\nRegisterable Shares requested to be included in such registration, pro rata\namong the holders thereof on the basis of the number of shares of such\nRegisterable Shares requested to be included in such registration by each such\nholder.\n\n                 (e)      Holdback Agreement.  Each holder of Registerable\nShares agrees not to effect any public sale or distribution (including sales\npursuant to Rule 144) of any Registerable Shares, within seven days prior to\nand during the 60-day period beginning on the date specified in writing by\nCompany to the holder as being the intended effective date of any underwritten\nDemand Registration or any underwritten Piggyback Registration in which\nRegisterable Shares are included (except as part of such underwritten\nregistration), unless the underwriters managing the registered public offering\notherwise agree.\n\n                 (f)      Registration Procedures.  Whenever the holders of\nRegisterable Shares have requested that any Registerable Shares be registered\npursuant to this Section, Purchaser will use reasonable efforts to effect the\nregistration and the sale of such Registerable Shares in\n\n\n\n\n\n                                     - 7 -\n\n\n\n\naccordance with the intended method of disposition thereof, and pursuant\nthereto Purchaser will as expeditiously as possible:\n\n                          (i)     prepare and file with the Commission a\nRegistration Statement on the appropriate form with respect to such\nRegisterable Shares and use all reasonable efforts to cause such Registration\nStatement to become effective (provided that before filing a Registration\nStatement or prospectus or any amendments or supplements thereto, Purchaser\nwill furnish to the counsel selected by the holders of the Registerable Shares\ncovered by such Registration Statement copies of all such documents proposed to\nbe filed, which documents will be subject to the review of such counsel);\n\n                          (ii)    prepare and file with the Commission such\namendments and supplements to such Registration Statement and the prospectus\nused in connection therewith as may be necessary to keep such Registration\nStatement effective for a period of not less than 180 consecutive days or such\nshorter period which will terminate when Registerable Shares covered by such\nRegistration Statement have been sold (but not before the expiration of the\napplicable prospectus delivery period) and comply with the provisions of the\nSecurities Act with respect to the disposition of all securities covered by\nsuch Registration Statement during such period in accordance with the intended\nmethods of disposition by the sellers thereof sat forth in such Registration\nStatement;\n\n                          (iii)   furnish to each seller of Registerable Shares\nsuch number of copies of such Registration Statement, each amendment and\nsupplement thereto, the prospectus included in such Registration Statement\n(including each preliminary prospectus) and such other documents as such seller\nmay reasonably request in order to facilitate the disposition of the\nRegisterable Shares owned by such seller;\n\n                          (iv)    use its reasonable efforts to register or\nqualify such Registerable Shares under such other securities or blue sky laws\nof such jurisdictions within the United States as any seller reasonably\nrequests and do any and all other acts and things which may be reasonably\nnecessary or advisable to enable such seller to consummate the disposition in\nsuch jurisdictions of the Registerable Shares owned by such seller (provided\nthat Purchaser will not be required to qualify generally to do business or file\nany general consent to service of process in any jurisdiction where it would\nnot otherwise be required to qualify or file but for this subparagraph);\n\n                          (v)     notify each seller of such Registerable\nShares, at any time when a prospectus relating thereto is required to be\ndelivered under the Securities Act, of the happening of any event as a result\nof which the prospectus included in such Registration Statement contains an\nuntrue statement of a material fact or omits to state any material fact\nrequired to be stated therein or necessary to make the statements therein not\nmisleading, and, at the request of any such seller, Purchaser will prepare a\nsupplement or amendment to such prospectus so that, as thereafter delivered to\nthe purchasers of such Registerable Shares, such prospectus will not contain an\nuntrue statement of a material fact or omit to state any material fact required\nto be stated therein or necessary to make the statements therein not\nmisleading;\n\n\n\n\n\n                                     - 8 -\n\n\n\n\n\n                          (vi)    use its reasonable efforts to cause all such\nRegisterable Shares to be listed on each securities exchange on which similar\nsecurities issued by Purchaser are then listed and, if not so listed, to be\nlisted on the NASD automated quotation system and, if listed on the National\nAssociation of Securities Dealers Automated Quotation System ('NASDAQ'), use\nits reasonable efforts to secure designation of all such Registerable Shares\ncovered by such Registration Statement as a NASDAQ 'national market system\nsecurity' within the meaning of Rule 11Aa2-1 of the Securities and Exchange\nCommission or, failing that, to secure NASDAQ authorization for such\nRegisterable Shares and, without limiting the generality of the foregoing, to\narrange for at least one market maker to register as such with respect to such\nRegisterable Shares with the NASD;\n\n                          (vii)   provide a transfer agent and registrar (which\nmay be Purchaser) for all such Registerable Shares not later than the effective\ndate of such Registration Statement;\n\n                          (viii)  enter into such customary agreements\n(including underwriting agreements in customary form) and take all such other\nactions as the holders of the Registerable Shares being sold or the\nunderwriters, if any, reasonably request in order to expedite or facilitate the\ndisposition of such Registerable Shares (including, without limitation,\neffecting a stock split or a combination of shares);\n\n                          (ix)    make available for inspection by any seller\nof Registerable Shares, any underwriter participating in any disposition\npursuant to such Registration Statement and any attorney, accountant or other\nagent retained by any such seller or underwriter, all financial and other\nrecords (reasonably requested), pertinent corporate documents and properties of\nPurchaser as shall be reasonably necessary to enable them to exercise their due\ndiligence responsibility, and cause Purchaser's officers, directors, employees\nand independent accountants to supply all information reasonably requested by\nany such seller, underwriter, attorney, accountant or agent in connection with\nsuch Registration Statement; provided, however, each seller of Registerable\nShares agrees that information obtained by it as a result of such inspections\nwhich is deemed confidential shall not be used by it as the basis for any\nmarket transaction in securities of the company unless and until such\ninformation is made generally available to the public and each such seller\nshall cause any attorney, accountant or agent retained by such seller to keep\nconfidential any information so deemed;\n\n                          (x)     otherwise use reasonable efforts to comply\nwith all applicable rules and regulations of the Commission, and make available\nto its security holders, as soon as reasonably practicable, an earnings\nstatement covering the period of at least 12 months beginning with the first\nday of Purchaser's first full calendar quarter after the effective date of the\nRegistration Statement, which earnings statement shall satisfy the provisions\nof Section 11(a) of the Securities Act and Rule 158 thereunder;\n\n                          (xi)    permit any holder of Registerable Shares,\nwhich holder, in its reasonable judgment, might be deemed to be an underwriter\nor a controlling person of Purchaser, to participate in the preparation of such\nregistration or comparable statement and to comment thereon;\n\n\n\n\n\n                                     - 9 -\n\n\n\n\n                          (xii)   in the event of the issuance of any stop\norder suspending the effectiveness of a Registration Statement, or of any order\nsuspending or preventing the use of any related prospectus or suspending the\nqualification of any common stock included in such Registration Statement for\nsale in any jurisdiction, Purchaser will use reasonable efforts promptly to\nobtain the withdrawal of such order;\n\n                          (xiii)  use reasonable efforts to cause such\nRegisterable Shares covered by such Registration Statement to be registered\nwith or approved by such other governmental agencies or authorities as may be\nnecessary to enable the sellers thereof to consummate the disposition of such\nRegisterable Shares;\n\n                          (xiv)   use its reasonable efforts to obtain a cold\ncomfort letter from the Purchaser's independent public accountants in customary\nform and covering such matters of the type customarily covered by cold comfort\nletters as the holders of the Registerable Shares being sold in such\nregistration reasonably request; and\n\n                          (xv)    use reasonable efforts thereafter to cause\nthe Registerable Shares to qualify as 'margin stock' within the meaning of\nRegulations G, T and U promulgated by the Federal Reserve Board.\n\n                 (g)      Allocation of Registration Expenses.  Purchaser shall\nbe responsible for and pay all Registration Expenses (as defined below).\nSellers shall only be responsible for and pay the following fees and expenses\nof registration on a pro rata basis in accordance with the number of their\nRegisterable Shares included in such registration:\n\n                          (i)     Underwriting discounts and selling\n         commissions attributable to the sale of Registerable Shares; and\n\n                          (ii)    Fees and expenses of Sellers' independent\n         legal counsel.\n\nNotwithstanding the foregoing, if a registration is withdrawn at the written\nrequest of the Sellers requesting such registration (other than as a result of\ninformation concerning the business or financial condition of Purchaser which\nis made known to Sellers after the date on which such registration was\nrequested) and if Sellers elect in writing not to have such registration\ncounted as a registration requested under subparagraph (c) of this Section,\nSellers shall pay all reasonable Registration Expenses of such registration pro\nrata in accordance with the number of their Registrable Shares included in such\nregistration.  For purposes of this Section, 'Registration Expenses' shall mean\nall fees and expenses incident to Purchaser's performance of or compliance with\nthis Section 5 (other than those specifically payable by Sellers pursuant to\nthis subparagraph (g)), including, without limitation, all registration and\nfiling fees, listing fees, fees and expenses of compliance with securities or\nblue sky laws, printing and engraving expenses, messenger and delivery\nexpenses, and fees and disbursements for counsel, all independent certified\npublic accountants, underwriters and any others retained by Purchaser.\n\n\n\n\n\n                                     - 10 -\n\n\n\n\n                 (h)      Certain Delays.  Purchaser shall have the right from\ntime to time and at anytime to defer for a period not to exceed 30 days, the\nfiling of any Registration Statement requested under Sections 5(c) or 5(d)\nabove if, in the reasonable judgment of Purchaser's board of directors, such\nregistration would materially interfere with or materially and adversely affect\nany then existing negotiations for financing arrangements of financing plans of\nPurchaser, or any arrangement or plan of Purchaser, then pending or being\nnegotiated in good faith, relating to any acquisition, disposition, merger or\nsimilar transaction.\n\n         6.      Representations and Warranties of Sellers.  Each Seller\nrepresents and warrants (only with respect to itself) to Purchaser the\nfollowing:\n\n                 (a)      Seller is a corporation duly organized, validly\nexisting and in good standing under the laws of its jurisdiction of\nincorporation, and has all requisite corporate power and authority to own,\nlease and operate its properties and to carry on its business as now being\nconducted;\n\n                 (b)      Seller has full power and authority under its\narticles of incorporation and by-laws to conduct its business as presently\nconducted and to perform its obligations under this Agreement.\n\n                 (c)      This Agreement is a legal and binding obligation of\nSeller, enforceable in accordance with its terms, except as limited by\nbankruptcy, insolvency reorganization, moratorium and similar laws and\nequitable principles relating to or limiting creditors' rights generally.\n\n                 (d)      CAB owns a 3.500% Participating Interest in the\nConcession Properties; Crusader owns an 11.625% Participating Interest in the\nConcession Properties; and AHI owns a 5.23125% Participating Interest in the\nConcession Properties, in each case free and clear of all mortgages, liens,\npledges, security interests, charges, claims, and encumbrances of any nature\nwhatsoever that have been created by, through or under Seller, but not\notherwise.\n\n                 (e)      Seller owns its beneficial interest in the BIA Leases\nfree and clear of all mortgages, liens, pledges, security interests, charges,\nclaims and encumbrances of any nature whatsoever that have been created by,\nthrough, or under Seller, but not otherwise.\n\n                 (f)      To Seller's knowledge, all taxes, assessments and\ngovernmental charges imposed upon the Properties or upon the income, profit and\nrevenues derived therefrom, to the extent payable by Seller, have been paid by\nSeller.\n\n                 (g)      To Seller's knowledge, Seller has not received any\nmaterial prepayment respecting any of the Properties and Seller has not entered\ninto any agreement which contains a 'take or pay' clause or similar arrangement\nthat has obligated Seller to deliver oil, gas or other hydrocarbons at some\nfuture time without then or thereafter receiving full payment thereof.  To\nSeller's knowledge, Seller is not currently obligated to 'make up' any\ndeliveries of oil or gas to any third parties out of future production from any\nof the Properties.\n\n\n\n\n\n                                     - 11 -\n\n\n\n\n                 (h)      To Seller's knowledge, no suit, action or other\nproceeding is pending before any court or governmental agency as of the date of\nthis Agreement of which Seller is a party and which might result in substantial\nimpairment or loss of any Seller's title to any material part of the Properties\nor the ability of any Seller to perform its obligations hereunder.\n\n                 (i)      With respect to the 'Basic Documents' (defined\nbelow), to Seller's knowledge and in all material respects:\n\n                          (i)     Seller is not in breach or default with\nrespect to any of its material obligations pursuant to such Basic Documents, or\nany regulations incorporated therein or governing same;\n\n                          (ii)    All material payments (including, without\nlimitation, joint interest or other billings due under JOA or any operating\nagreement covering the BIA Leases) due thereunder have been made by Seller;\n\n                          (iii)   Seller or any other party to any Basic\nDocuments has not given or threatened to give notice of any action to\nterminate, cancel, rescind or procure a judicial reformation of any Basic\nDocuments or any provision thereof; and\n\n                          (iv)    Subject to any requisite consents to\nassignment or transfer of the Properties, the execution of this Agreement and\nthe consummation of the transactions contemplated hereby will not result in a\nbreach of, constitute default under, or result in a violation of the material\nprovisions of any Basic Document.\n\nAs used herein the term 'Basic Documents' shall mean the Acquisition Agreement,\nthe JOA, the BIA Leases, agreements in respect of or affecting the purchase,\nsale, gathering, delivery, compression, transferring, processing, marketing or\nany other disposition of oil, gas or condensate produced from or attributable\nto the Properties, unitization or pooling agreement and all other material\nexecutory contracts relating to the Properties.\n\n                 (j)      Seller has been furnished with or has had access to\nthe information it has requested from Purchaser and has had an opportunity to\nask questions and receive answers from management of Purchaser.  Seller\nacknowledges that it has received and had the opportunity to review copies of\nPurchaser's Annual Report on Form 10-K for the fiscal year ended December 31,\n1993, Purchaser's Quarterly Reports on Form 10-Q for the quarters ended March\n31 and June 30, 1994 and its Proxy Statement dated April 22, 1994 (collectively\nreferred to herein as the 'Purchaser SEC Filings').  Seller is either (i) an\n'accredited investor' (as defined in Rule 501(a) of the Act) or (ii) alone, or\ntogether with a 'purchaser representative' (as defined in Rule 501(h)\npromulgated pursuant to the Act), has knowledge, experience and skill in\nbusiness and financial matters and with respect to investments in securities so\nas to enable it to understand and evaluate the merits and risks of the\nacquisition of the Purchaser Common Stock and to form an investment decision\nwith respect to such investment.  Seller agrees that each certificate\nrepresenting shares of Purchaser Common Stock issued pursuant to this Agreement\nwill contain the restrictive legend set\n\n\n\n\n\n                                     - 12 -\n\n\n\n\nforth in Section 5(b)(ii) hereof and acknowledge that stop transfer\ninstructions will be given to Purchaser's transfer agent for the shares of\nPurchaser Common Stock.\n\n         7.      Representations and Warranties of Purchaser.  Purchaser\nrepresents and warrants to Sellers the following:\n\n                 (a)      Purchaser is a corporation duly organized, validly\nexisting and in good standing under the laws of the State of Delaware.\n\n                 (b)      Purchaser has full power and authority to carry on\nits business as presently conducted, to enter into this Agreement, to purchase\nthe Properties on the terms described in this Agreement, and to perform its\nother obligations under this Agreement.\n\n                 (c)      The execution, delivery and performance of this\nAgreement and the transactions contemplated hereby have been duly and validly\nauthorized by all requisite action on the part of Purchaser.\n\n                 (d)      This Agreement is a legal and binding obligation of\nPurchaser, enforceable in accordance with its terms, except as limited by\nbankruptcy, insolvency, reorganization, moratorium and similar laws and\nequitable principles relating to or limited creditors' rights generally.\n\n                 (e)      Purchaser has incurred no liability, contingent or\notherwise, for brokers' or finders' fees relating to the transactions\ncontemplated by this Agreement for which any Seller shall have any\nresponsibility whatsoever.\n\n                 (f)      Purchaser is knowledgeable, competent, and\nexperienced in the oil and gas industry and has independently evaluated and\ninterpreted all information and data relating to the Properties prior to\nentering into this Agreement, understands and is financially able to bear the\nrisk associated with the Properties, and has independently conducted all the\ndue diligence investigations and reviews of all technical, geologic,\nenvironmental and legal matters concerning the Properties as it deems necessary\nprior to Closing.  Purchaser acknowledges that Sellers have made no statements\nor representations concerning the present or future value of anticipated\nincome, costs or profits, if any, to be derived from the Properties, and\nPurchaser has relied solely upon its independent inspections, estimates,\ncomputations, evaluations, reports, studies and knowledge of the Properties.\n\n         8.      Survival of Representations and Warranties.  The\nrepresentations and warranties of Sellers in Section 6 and the representations\nand warranties of Purchaser in Section 7 shall survive the Closing for a period\nof one (1) year from the Closing Date (as hereinafter defined).\n\n         9.      Covenants of Purchaser.\n\n                 (a)      Purchaser agrees to indemnify and hold Sellers\nIndemnified Group (as hereinafter defined) and any member thereof, harmless\nfrom, and shall reimburse each Seller and\n\n\n\n\n\n                                     - 13 -\n\n\n\n\nits agents, directors, officers, employees and predecessors in interest\n(collectively 'Sellers' Indemnified Group') with respect to all claims,\ndemands, causes of action, losses, damages, liabilities, costs and expenses,\nincluding attorneys' fees and court costs including, without limitation, the\nenvironmental liabilities discussed in Section 9(b) below (collectively the\n'Claims'), arising out of, and\/or incurred, in connection with the ownership,\ndevelopment and operation of the Properties asserted against or incurred by any\nmember of Sellers' Indemnified Group for any Claims for acts, events,\nomissions, occurrences or conditions arising or incurring before or after the\nEffective Time, except for Sellers Indemnified Claims as described in Section\n10 hereof, regardless of whether such Claims are founded in whole or in part\nupon the negligent acts or omissions of any member of the Sellers' Indemnified\nGroup.\n\n                 (b)      Without limiting the generality of the foregoing,\nPurchaser agrees to indemnify and hold Sellers' Indemnified Group and any\nmember thereof harmless from, and shall reimburse Sellers' Indemnified Group or\nany member thereof with respect to, any and all fines, penalties, costs,\nclean-up charges, remediation expenses and assessments (other than Sellers\nIndemnified Claims) levied or assessed against Sellers' Indemnified Group or\nany member thereof by any person, party or entity, including, but not limited\nto, any local, state or federal government entity or authority, together with\nany and all Claims of every kind or character, except for Sellers Indemnified\nClaims, asserted against or incurred by Sellers' Indemnified Group or any\nmember thereof at any time for any Claims for acts, events, omissions,\nconditions or occurrences, except for Sellers' Indemnified Claims, arising or\nincurring before or after the Effective Time by reason of, or arising from, the\nProperties or the presence, generation, transportation, treatment, disposal or\nrelease of any hazardous substances or any other environmental contamination\nregarding the Properties that arises or occurs before or after the Effective\nTime in any manner, including but not limited to the above-referenced presence\nof hazardous substance or any other environmental contamination upon the\nProperties that arises or occurs after the Effective Time, regardless of\nwhether such Claims are founded in whole or in part upon the negligent acts or\nomissions of Sellers Indemnified Group or any member thereof, but excluding\nSellers Indemnified Claims.  For purposes of this Section 9, 'hazardous\nsubstances' and 'environmental contamination' shall include, without\nlimitation, oil, gas and other hydrocarbons, radioactive materials, including\nNORM, asbestos or asbestos containing materials, polychlorinated biphenyls and\nany chemicals, materials, wastes or substances defined as or included in the\ndefinition of 'hazardous substances,' 'hazardous waste,' 'hazardous materials,'\n'toxic substances,' 'toxic pollutants,' 'contaminants,' or 'pollutants' or\nwords of similar import under any environmental laws or regulations, including,\nwithout limitation, applicable federal, state or local statutes, rules,\nregulations, ordinances, codes and policies, now in effect or hereinafter\nenacted, and as such may be amended from time to time, relating to the\nenvironment or human health or safety, including, without limitation, the\nComprehensive Environmental Response, Compensation and Liability Act of 1980,\nas amended, 42 U.S.C. Section 9601 et seq., the Hazardous Materials\nTransportation Act, as amended, 49 U.S.C. Section 1801 et seq., the Resource\nConservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901 et\nseq., Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1201\net seq., the Safe Drinking Water Act, 42 U.S.C. Section 3808 et seq., the Toxic\nSubstances Control Act, as amended, 15 U.S.C. Section 2601 et seq., and the\nClean Air Act, as amended, 42 U.S.C. Section 7401 et seq.\n\n\n\n\n\n                                     - 14 -\n\n\n\n\n                 (c)      Purchaser hereby agrees, as of the Effective Time, to\nassume, perform and comply with all of the provisions and obligations (express\nor implied) that are attributable to the Properties or that are attributable to\nacts, operations, omissions or conditions arising before or after the Effective\nTime (except for Sellers Indemnified Claims), including, but not limited to:\nall of the terms and conditions of the JOA, the BIA Leases and all applicable\nand valid agreements, contracts and instruments, unit agreements, joint\noperating agreements, pooling agreements, communitization agreements and\neasements and rights-of-way respecting the BIA Leases; all existing lease\nburdens (including, but not limited to, royalties, overriding royalties,\nproduction payments, net profits interest, carried working interest or similar\nburdens); and all duties imposed by governmental law, rule or regulation.\n\n                 (d)      All covenants of Purchaser contained in this Section\n9 shall survive Closing.\n\n         10.     Covenants of Sellers.  Each Seller severally, but not jointly,\nagrees to indemnify and hold Purchaser harmless from, and shall reimburse\nPurchaser and its agents, directors, officers, and employees (collectively\n'Purchaser's Indemnified Group') with respect to all Claims, including\nattorneys' fees and court costs including, relating to, arising out of or in\nconnection with any of the following (the Claims set forth in subparagraphs (a)\nand (b) below for which Sellers shall indemnify Purchasers Indemnified Group\nare herein collectively called 'Sellers Indemnified Claims'):\n\n                 (a)      All fines, penalties, clean-up charges, remediation\nexpenses and assessments levied or asserted against Purchasers Indemnified\nGroup by any local, state or federal government entity or authority by reason\nof or arising from the clean-up or remediation of any hazardous substances or\nany other environmental contamination that exists on or at the Aneth Gas Plant\nas of the Effective Time, but only to the extent that any of the foregoing (i)\nis not subject to indemnification by El Paso Natural Gas Company and (ii) is\nbased on or attributable to the respective Seller's interest in the Aneth Gas\nPlant; and\n\n                 (b)      All amounts, including interest, penalties and fines,\nlevied or asserted against Purchasers Indemnified Group by reason of or arising\nfrom a presently pending investigation or audit by the Minerals Management\nService respecting the alleged underpayment of royalties or other amounts\npayable to the Tribe under or pursuant to the Tribal Agreements or the BIA\nLeases, but only to the extent that such amounts are based on or attributable\nto the respective Seller's interest in the Properties.\n\n         All covenants of Sellers contained in this Section 10 shall survive\nClosing.\n\n         11.     Sellers' Conditions to Closing.  The obligations of Sellers at\nthe Closing are subject, at the option of Sellers, to the satisfaction at or\nprior to the Closing that all representations and warranties of Purchaser\ncontained in this Agreement shall be true in all material respects at and as of\nthe Closing as if such representations and warranties were made at and as of\nthe Closing, and Purchaser shall have performed and satisfied all material\nagreements in\n\n\n\n\n\n                                     - 15 -\n\n\n\n\nall material respects required by this Agreement to be performed and satisfied\nby Purchaser at or prior to the Closing.\n\n         12.     Purchaser's Conditions.  The obligations of Purchaser at the\nClosing are subject, at the option of Purchaser, to the satisfaction at or\nprior to the Closing that all representations of Sellers contained in this\nAgreement shall be true in all material respects at and as of the Closing as if\nsuch representations and warranties were made at and as of the Closing, and\nSellers shall have performed and satisfied all material agreements in all\nmaterial respects required by this Agreement to be performed and satisfied by\nSellers at or prior to the Closing.\n\n         13.     Closing.  Unless the parties hereto mutually agree otherwise\nand subject to the conditions stated in this Agreement, the consummation of the\ntransactions contemplated hereby (herein called the 'Closing' and the date of\nwhich herein called the 'Closing Date') shall be held on or before October 20,\n1994.  The Closing shall be held at the office of Purchaser or at such other\nplace as Purchaser and Sellers may agree in writing.\n\n         14.     Closing Obligations.  At the Closing, the following events\nshall occur, each being a condition precedent to the others and each being\ndeemed to have occurred simultaneously with the others.\n\n                 (a)      Each Seller shall execute, acknowledge and deliver an\nAssignment and Bill of Sale to Purchaser covering the Concession Properties in\nthe form (executed in sufficient counterparts to facilitate recording)\nsubstantially set forth in Exhibit 'C' hereto.\n\n                 (b)      Purchaser shall instruct and cause its transfer agent\nto issue the Purchaser Common Stock to each Seller in the percentages specified\nin Section 3 hereof.\n\n         15.     Obligations after Closing.\n\n                 (a)      Sales Taxes and Recording Fees.  Purchaser shall pay\nall sales taxes and assessments occasioned by the sale of the Properties, and\nPurchaser shall pay all filing and recording fees required in connection with\nthe filing and recording of any assignments.\n\n                 (b)      Further Assurances.  After Closing, Sellers and\nPurchaser shall execute, acknowledge and deliver or cause to be executed,\nacknowledged and delivered such instruments and take such other action as may\nbe reasonably necessary or advisable to carry out their obligations under this\nAgreement and under any document, certificate or other instrument delivered\npursuant hereto or required by law.  If at any time subsequent to the Closing,\neither party comes into possession of money or property belonging to the other,\nsuch money or property shall be promptly turned over to the party entitled\nthereto.  If requested by Purchaser, after Closing each Seller shall execute,\nacknowledge and deliver a Declaration of Ownership in the form reasonably\nsatisfactory to Sellers and Purchaser, to be executed in sufficient counterpart\nfor filing with (i) the Minerals Division of the Tribe, (ii) the Bureau of\nIndians Affairs in Window Rock, Arizona, (iii) San Juan County, New Mexico,\n(iv) Apache County, Arizona and (v) San Juan County, Utah.\n\n\n\n\n\n                                     - 16 -\n\n\n\n\n                 (c)      Final Accounting.  On or before forty-five (45) days\nof the Closing Sellers and Purchaser shall deliver to each other, in accordance\nwith Section 4 or other provisions of this Agreement and generally accepted\naccounting principles, an itemized statement setting forth all income received\nand expenditures incurred relating to the Properties, the operation thereof and\nproduction and\/or revenues therefrom.  As soon as practicable, Purchaser and\nSellers shall account to each other in cash (not in Purchaser Common Stock) for\nsuch income and expenditures which were not utilized in calculating the\nPurchase Price paid to Sellers at the Closing, as contemplated by Section 4 or\nother provisions of this Agreement, taking in account ordinary set-off of same\n(the 'Final Accounting').  If Buyer and Seller are unable to agree upon the\nFinal Accounting within sixty (60) days of Closing, then such Final Accounting\nshall be resolved through arbitration proceedings in accordance with this\nAgreement.\n\n         16.     Termination.  This Agreement and the transaction contemplated\nhereby may be terminated in the following instances:\n\n                 (a)      By Sellers if the conditions set forth in Section 10\nare not satisfied in a material way or waived as of the Closing Date.\n\n                 (b)      By Purchaser if the conditions set forth in Section\n11 are not satisfied in a material way or waived as of the Closing Date.\n\n                 (c)      At any time by the mutual written agreement of\nPurchaser and Sellers.\n\n         17.     Title and Warranty.\n\n                 (a)      Title.  Purchaser has had the opportunity to examine\nall files, title information and production data that Sellers have in their\npossession relating to the Properties.  The furnishing of such files, title\ninformation and production data shall create no liability or responsibility on\nthe part of Sellers and Sellers make no warranty or representation as to the\ncorrectness or completeness of the files, title information and production data\nso furnished.  Purchaser has conducted, or will conduct prior to Closing, such\nexamination of title and the other information as it sees fit and has notified\nSellers that this examination revealed no title defects which would cause\nSellers' title to be not merchantable.  The purchase and sale of the Properties\nshall be made pursuant to a special warranty of title subject to all\nreservations, exception, limitations, claims, encumbrances or burdens (i)\ncontained herein, (ii) which are of record, (iii) of which Purchaser has actual\nnotice, or (iv) which are not claimed by, through or under Sellers.\n\n                 (b)      Warranty.  At the Closing, Sellers shall convey the\nProperties subject to a special warranty of title that the Properties are free\nand clear from all mortgages, liens, claims or other encumbrances by or on\nbehalf of any person or entity claiming by, through or under Sellers, but not\notherwise.  Purchaser acknowledges that it has relied solely on the basis of\nits own investigation of the Properties.  NOTWITHSTANDING ANYTHING TO THE\nCONTRARY, EXCEPT FOR THE FOREGOING SPECIAL WARRANTY OF TITLE, SELLERS MAKE NO\nREPRESENTATIONS OR WARRANTIES WITH RESPECT TO TITLE TO THE PROPERTIES.  AT THE\nCLOSING, SELLERS SHALL CONVEY THE PROPERTIES 'AS\n\n\n\n\n\n                                     - 17 -\n\n\n\n\nIS, WHERE IS,' WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING\nWARRANTIES AS TO DESCRIPTION, VALUE, QUALITY, CONDITION, MERCHANTABILITY OR\nFITNESS FOR A PARTICULAR PURPOSE.\n\n         18.     Miscellaneous Provisions.\n\n                 (a)      Successors and Assigns.  The terms and conditions of\nthis Agreement shall inure to the benefit of and be binding upon the respective\nsuccessors and assigns of the parties.  Notwithstanding the foregoing, neither\nPurchaser nor Sellers may assign their rights or obligations hereunder prior to\nClosing without the written consent of the other parties.\n\n                 (b)      Counterparts.  This Agreement may be executed in two\nor more identical counterparts, each of which shall be deemed an original, but\nall of which together shall constitute one and the same instrument.  All\nproceedings to be taken and all documents to be executed and delivered by the\nparties at Closing shall be deemed to have been taken and executed\nsimultaneously with all other proceedings to be taken and documents to be\nexecuted and delivered at Closing and no proceeding shall be deemed taken or\nany documents delivered or executed until all have been taken, executed and\ndelivered at Closing.\n\n                 (c)      Titles and Subtitles.  The titles and subtitles used\nin this Agreement are used for convenience only and are not to be considered in\nconstruing or interpreting this Agreement.\n\n                 (d)      Finder's Fee.  Sellers and Purchasers represent that\nthey neither are nor will be obligated for any finders fee or commission in\nconnection with this transaction.\n\n                 (e)      Severability.  If one or more provisions of this\nAgreement are held to be unenforceable under applicable law, such provision\nshall be excluded from this Agreement and the balance of the Agreement shall be\ninterpreted as if such provision were so excluded and shall be enforceable in\naccordance with its terms.\n\n                 (f)      Notices.  Any notice, demand or other communication\nrequired to be given or made under this Agreement shall be in writing and be\ndeemed duly given or made if delivered or sent by telex or facsimile as\nfollows:\n\n                 SELLERS:                  C.A.B. RESOURCES, INC.\n                                           c\/o Sewell &amp; Riggs\n                                           333 Clay Avenue, Suite 800\n                                           Houston, Texas  77002\n                                           Attention:       N. L. Stevens, III\n                                           Facsimile:       (703) 652-8808\n\n\n\n\n\n                                     - 18 -\n\n\n\n\n\n                                           CRUSADER, INC.\n                                           c\/o Sewell &amp; Riggs\n                                           333 Clay Avenue, Suite 800\n                                           Houston, Texas  77002\n                                           Attention:       N. L. Stevens, III\n                                           Facsimile:       (703) 652-8808\n\n                                           AUSTRALIAN HYDROCARBONS INC.\n                                           c\/o Sewell &amp; Riggs\n                                           333 Clay Avenue, Suite 800\n                                           Houston, Texas  77002\n                                           Attention:       N. L. Stevens, III\n                                           Facsimile:       (703) 652-8808\n\n                 PURCHASER:                HARKEN ENERGY CORPORATION\n                                           2505 N. Highway 360, Suite 800\n                                           Grand Prairie, Texas  75050\n                                           Attention:       Larry E. Cummings\n                                           Facsimile:       (817) 652-4463\n\n         Any party may change its address for the purpose of this Agreement by\ngiving notice of such change to the other parties pursuant to the provisions of\nthis section.  Any notice, demand or other communication sent by facsimile\nshall be deemed given, in absence of proof to the contrary, upon receipt in a\nlegible form by the party being served.\n\n                 (g)      Legal Costs.  The costs of legal counsel incidental\nto the instructions for and the preparation and execution of this Agreement,\nall counterparts thereof and all documents executed in connection therewith\nshall be borne and paid by the parties who engaged such counsel or on whose\nbehalf such counsel was engaged.\n\n                 (h)      Governing Law; Jurisdiction and Venue.  The terms and\ninterpretation of this Agreement shall be governed by the laws of the State of\nTexas.  In no event shall any Texas laws or principles of conflicts of law be\nused to permit the laws of another jurisdiction to govern, nor to permit\njurisdiction or venue to be other than those specified herein.  The courts of\nthe State of Texas shall have exclusive jurisdiction over any dispute related\nto this Agreement.\n\n                 (i)      Amendments.  No modification, variation or amendment\nof this Agreement shall have any force or effect unless it is in writing and\nsigned by all the Parties.  Unless the context otherwise so requires, a\nreference to this Agreement shall include a reference to this Agreement as\nmodified, varied or amended from time to time.\n\n                 (j)      Powers of Attorney.  If this Agreement is executed\nfor and on behalf of any of the parties by an attorney-in-fact, each attorney\nso executing  declares that at the time of execution of this Agreement, no\nnotice of the revocation of the power of attorney under the\n\n\n\n\n\n                                     - 19 -\n\n\n\n\nauthority of which he or she executes this Agreement has been received.  A copy\nof each such power of attorney shall be furnished to each other Party to this\nAgreement upon request.\n\n                 (k)      Entire Agreement.  This Agreement supersedes all\nprior proposals, whether oral or written, and all previous negotiations and\nunderstanding among Purchaser and Sellers with respect to the subject matter\nhereof.\n\n                 (l)      Conflicts.  In the event that the provisions of this\nAgreement conflict with the provisions of the JOA or any other agreement or\ninstrument executed and delivered to effectuate the transactions contemplated\nby this Agreement, the provisions of this Agreement shall prevail over all\nothers.\n\n                 (m)      Incorporation of Exhibits and Schedules.  All\nExhibits and Schedules referred to herein are incorporated herein and made a\npart of this Agreement for all purposes.\n\n                 (n)      Publicity.  Sellers and Purchaser shall consult with\neach other with regard to all press releases and other publicity issued at or\nprior to the Closing concerning this Agreement or the transactions contemplated\nhereby and, except as may be required by applicable laws or the applicable\nrules and regulations of any governmental agency or stock exchange, neither\nPurchaser nor Sellers shall issue any such press release or other publicity\nwithout the prior written consent of the other party, which consent may be\nwithheld for any reason.\n\n                 (o)      Arbitration.  If the parties are unable to resolve a\ndispute arising under this Agreement, then such dispute shall be settled by\nbinding arbitration in Houston, Texas, before an independent and impartial\narbitrator.  Any party may call for arbitration by written notice to the\nothers.  If within twenty (20) days after receipt of such notice, the parties\nare unable to agree upon an arbitrator, then any party may apply to the then\nsitting Chief Judge of the United States District Court for the Southern\nDistrict of Texas requesting the appointment of an arbitrator.  The arbitration\nshall be governed by the United States Arbitration Act (9 U.S.C. Section\nSection 1-16) and, except as contradicted by the United States Arbitration Act,\nshall be conducted in accordance with the rules of the American Arbitration\nAssociation then in effect, including, without limitation, the Code of Ethics\nfor Arbitrators in Commercial Disputes.  The decision of the arbitrator on any\npoint or points will be final.  Judgment may be entered upon any award rendered\nby the arbitrator in any court having jurisdiction.  Each party shall pay its\nown costs of the arbitration, including attorneys' fees, preparation costs and\ntravel expenses.  All other costs of arbitration, including the cost of the\narbitrator, shall be borne equally by the parties.\n\n                 (p)      Attorneys' Fees.  If any litigation is commenced\nbetween the parties concerning this Agreement, the party prevailing in such\nlitigation shall be entitled to the reasonable attorneys' fees and expenses of\ncounsel and court costs incurred by reason of such litigation.\n\n         EXECUTED this the 20th day of October, 1994, but effective for all\npurposes as of the Effective Time.\n\n\n\n\n\n                                     - 20 -\n\n\n\n\n\n                                     SELLERS:\n\n                                     C.A.B. RESOURCES, INC., a Texas corporation\n\n                                     By: ____________________________________\n                                         N. L. Stevens, III, Attorney-in-Fact\n\n                                     CRUSADER, INC., a Delaware corporation\n\n                                     By: ____________________________________\n                                         N. L. Stevens, III, Attorney-in-Fact\n\n                                     AUSTRALIAN HYDROCARBONS INC.,\n                                     a Delaware corporation\n\n                                     By: ____________________________________\n                                         N. L. Stevens, III, Attorney-in-Fact\n\n                                     PURCHASER:\n\n                                     HARKEN ENERGY CORPORATION,\n                                     a Delaware corporation\n\n                                     By: ____________________________________\n                                         Larry E. Cummings, Vice President\n\n\n\n\n\n                                     - 21 -\n\n\n\n\n                                   SCHEDULE 2\n\n                              RETAINED LIABILITIES\n\n         1.      All finds, penalties, clean-up charges, remediation expenses\nand assessments based on or attributable to the Sellers' interest in the\nProperties levied or asserted by any local, state or federal government entity\nor authority by reason of or arising from the clean-up or remediation of any\nhazardous substances or any other environmental contamination that exists on or\nat the Aneth Gas Plant as of the Effective Time, but only to the extent that\nnay of the foregoing is not subject to indemnification by El Paso Natural Gas\nCompany.\n\n         2.      All amounts, including interest, penalties and fines, levied\nor asserted based on or attributable to the Sellers' Interest in the Properties\nby reason of or arising from an investigation or audit by the Minerals\nManagement Service pending as of September 24, 1994 respecting the alleged\nunderpayment of royalties or other amounts payable to the Tribe under or\npursuant to the Tribal Agreements or the BIA Leases.\n\n\n\n\n\n                                    - 1 -\n\n\n\n\n                                  EXHIBIT 'A'\n\n                             Concession Properties\n\n         The Concession Properties shall include each Sellers Participating\nInterest in the following (capitalized terms are defined in the Acquisition\nAgreement):\n\n         (i)     all gross proceeds from the sale to purchasers of Petroleum\n                 produced from the Area pursuant to the 1987 Tribal Agreement\n                 after the Effective Time, after deduction for the percentage\n                 of gross proceeds payable to the Tribe pursuant to Section 15\n                 of the 1987 Tribal Agreement;\n\n         (ii)    all gross proceeds from the sale to purchasers of Petroleum\n                 produced from the Area pursuant to the 1983 Tribal Agreement\n                 and the 1984 Tribal Agreement after the Effective Date after\n                 deduction for the percentage of gross proceeds payable to the\n                 Tribe pursuant to Section 16 of the 1983 Tribal Agreement and\n                 Section 15 of the 1984 Tribal Agreement; provided, however,\n                 with respect to any wells on acreage covered by the\n                 partnership agreements listed on Schedule 2 to the Acquisition\n                 Agreement such gross proceeds shall be reduced to Sellers'\n                 Partnership Share;\n\n         (iii)   all other rights, titles, interests, benefits and privileges,\n                 if any, whether real, personal or mixed, arising out of and\n                 created by virtue of the Tribal Agreements, that Sellers are\n                 permitted to assign pursuant to the terms and provisions of\n                 the Tribal Agreements, including without limitation: (a) all\n                 right, title and interest of Sellers in and to Petroleum\n                 severed and extracted from or attributable to the Area; (b)\n                 all right, title and interest of Sellers in and to (i)\n                 accounts (including but not limited to accounts resulting from\n                 the sale of Petroleum at the wellhead) and (ii) instruments,\n                 contract rights and general intangibles arising in connection\n                 with the -sale or other disposition of any Petroleum produced\n                 from and after the Effective Date; and (c) all right, title\n                 and interest of Sellers in and to the contracts, agreements,\n                 easements and rights-of-way described on Exhibit 'J' to the\n                 Acquisition Agreement and (d) all right, title and interest of\n                 Sellers in and to all other contracts, operating agreements,\n                 farm-out or farm-in agreements, sharing agreements, mineral\n                 purchase agreements, rights-of-way, easements, surface leases,\n                 permits, franchises, licenses, pooling or unitization\n                 agreements, unit designations and pooling orders affecting the\n                 Area, the Operating Equipment or Petroleum produced from the\n                 Area or which are useful or appropriate in drilling for,\n                 producing, treating, handling, storing, transporting or\n                 marketing Petroleum produced from the Area together with all\n                 technical, scientific, geological and seismic data and all\n                 other information of any kind whatsoever heretofore obtained\n                 and accumulated by or on behalf of Sellers or that may be so\n                 obtained and accumulated in the future in connection with\n                 exploration for and production and development of Petroleum\n                 from the Area;\n\n\n\n\n\n\n\n\n\n\n         (iv)    the Aneth Gas Plant (subject to Section 2(a) of the\n                 Acquisition Agreement) and the Aneth Plant Revenues; and\n\n         (v)     all of Sellers' right, title and interest in and to the\n                 Operating Equipment.\n\n\n\n\n\n\n\n\n\n                                  EXHIBIT 'C'\n\n                          ASSIGNMENT AND BILL OF SALE\n\n                            (Concession Properties)\n\n\nNAVAJO NATION                       )\n                                    )\nSTATE OF ARIZONA                    )\nCOUNTY OF APACHE                    )\n                                    )\nSTATE OF NEW MEXICO                 )\nCOUNTY OF SAN JUAN                  )    KNOW ALL MEN BY THESE PRESENTS:\n                                    )\nSTATE OF UTAH                       )\nCOUNTY OF SAN JUAN                  )\n                                    )\nUNITED STATES OF AMERICA            )\n                         \n\n         That, ____________________________________, a _____________\ncorporation whose address is __________________________ ('Assignor'), for and in\nconsideration of $10.00 and other good and valuable consideration in hand paid\nto Assignor by HARKEN ENERGY CORPORATION, a Delaware corporation whose address\nis 2505 N. Highway 360, Suite 800, Grand Prairie, Texas  75050 ('Assignee') has\ntransferred, sold, assigned and conveyed and by these presents does hereby, as\nof August 1, 1994, transfer, sell, assign and convey unto Assignee, free and\nclear of any and all mortgages, liens, pledges, security interests, charges,\nclaims, restrictions and encumbrances of any nature whatsoever created by,\nthrough or under Assignor, but not otherwise, the following described\n'Property':\n\n         All of Assignor's right, title and interest in and to:\n\n         1.      (a)      All gross proceeds from the sale to purchasers of (i)\n                          casinghead gas and (ii) under the 1987 Tribal\n                          Agreement (hereinafter defined), all oil, gas,\n                          hydrocarbons, helium, nitrogen and other gas\n                          resources and (iii) under the 1983 Tribal Agreement\n                          and 1984 Tribal Agreement (hereinafter defined), all\n                          oil, gas, helium, hydrocarbon and other gas resources\n                          ('Petroleum'), produced, obtained or secured from the\n                          lands described in Exhibit 'A' attached hereto and by\n                          reference made a part hereof, as subsequently reduced\n                          in accordance with the Tribal Agreements (as\n                          hereafter defined), (the 'Area') pursuant to the\n                          following described 'Tribal Agreements':\n\n\n\n\n\n                                    - 1 -\n\n\n\n\n\n                          (1)     Oil and Gas Operating Agreement dated July\n                                  28, 1983 by and between the Navajo Tribe of\n                                  Indians, as Owner, Chuska Energy Company\n                                  ('Chuska'), as Operator (the '1983 Tribal\n                                  Agreement');\n\n                          (2)     Oil and Gas Operating Agreement dated\n                                  November 26, 1984 by and between the Navajo\n                                  Tribe of Indians, as Owner, and Chuska, as\n                                  Operator (the '1984 Tribal Agreement'); and\n\n                          (3)     Oil and Gas Operating Agreement dated\n                                  February 18, 1987 by and between the Navajo\n                                  Tribe of Indians, as Owner, and Assignor, as\n                                  Operator (the '1987 Tribal Agreement')\n\n                          after deductions for the percentage of gross proceeds\n                          payable to the Navajo Tribe of Indians pursuant to\n                          Section 16 of the 1983 Tribal Agreement and Section\n                          15 of the 1984 Tribal Agreement and the 1987 Tribal\n                          Agreement; and\n\n                 (b)      all other rights, titles, interests, benefits and\n                          privileges, if any, whether real, personal or mixed,\n                          arising out of and created by virtue of the Tribal\n                          Agreements, that Assignor is permitted to assign\n                          pursuant to the terms and provisions of the Tribal\n                          Agreements, including without limitation (i) all\n                          right, title and interest of Assignor, if any, in and\n                          to Petroleum severed and extracted from or\n                          attributable to the Area; (ii) all right, title and\n                          interest of Assignor in and to accounts (including\n                          but not limited to accounts resulting from the sale\n                          of Petroleum at the wellhead) instruments, contract\n                          rights and general intangibles arising in connection\n                          with the sale or other disposition of any Petroleum\n                          produced from and after the effective date hereof;\n                          and and (iii) all right, title and interest of\n                          Assignor in and to all other, if any, contracts,\n                          operating agreements, farm-out or farm-in agreements,\n                          sharing agreements, mineral purchase agreements,\n                          rights-of-way, easements, surface leases, permits,\n                          franchises, licenses, pooling or unitization\n                          agreements, unit designations and pooling orders\n                          affecting the Area, the Operating Equipment\n                          (hereinafter defined) or Petroleum produced from the\n                          Area or which are useful or appropriate in drilling\n                          for, producing, treating, handling, storing,\n                          transporting or marketing Petroleum produced from the\n                          Area together with all technical, scientific,\n                          geological and seismic data and all other information\n                          of any kind whatsoever heretofore obtained and\n                          accumulated by or on behalf of Assignor and that may\n                          be so obtained and accumulated in the future in\n                          connection with exploration for and production and\n                          development of Petroleum from the Area.\n\n         2.      All of Assignor's right, title and interest in and to\n                 operating equipment used in connection with the exploration\n                 for and production of Petroleum under the Tribal Agreements.\n                 The Assignee is acquiring its interest in such operating\n                 equipment\n\n\n\n\n\n                                    - 2 -\n\n\n\n\n                 regardless of whether such operating equipment has become\n                 incorporated into or fixed to realty or structures or\n                 improvements located therein or thereon.\n\n         3.      The aggregate of all net revenues ('Aneth Plant Revenues')\n                 that Assignor receives as a Plant Owner under the Plant\n                 Ownership and Operating Agreement for the Aneth Gas Plant,\n                 said Plant being more particularly described in Exhibit 'B'\n                 attached hereto and by reference made a part hereof, made and\n                 entered into December 31, 1986 by and between Chieftain\n                 International, Inc., Exxon Company U.S.A., Mobil Exploration\n                 and Producing North America, Inc., and Texaco, Inc. (such four\n                 entities hereafter the 'Original Plant Owners'), as amended by\n                 (a) a First Amendment to the Plant Ownership and Operating\n                 Agreement for the Operating Agreement for the Aneth Gas Plant,\n                 San Juan County, Utah, made and entered into May 31, 1987 by\n                 and between the Original Plant Owners, and (b) Consent and\n                 Ratification Agreement made and entered into December 21, 1987\n                 by and between the Original Plant Owners and Assignor, and as\n                 may have been subsequently amended.  As used in this paragraph\n                 3, the term 'net revenues' means all revenues actually\n                 received by Assignor less deductions for any and all\n                 liabilities, losses, claims, causes of action, judgments,\n                 damages, awards, fees, costs, expenses and attorneys fees\n                 payable by the holder of Aneth Plant Revenues including\n                 without limitation all applicable taxes, royalties, service\n                 charges, rentals, capital contributions and costs of producing\n                 the Aneth Plant Revenues.\n\n         This Assignment and Bill of Sale has been executed and delivered\npursuant to that certain Concession and Lease Purchase Agreement (the 'Purchase\nAgreement') dated effective August 1, 1994 by and among C.A.B. Resources, Inc.,\nCrusader, Inc., Australian Hydrocarbons Inc. and Assignee and is made and\naccepted subject to the Purchase Agreement and the following:\n\n         (1)     the terms and provisions of the above referenced Concession\n                 and Lease Purchase Agreement and all matters set forth therein\n                 including without limitation that certain Joint Operations\n                 Agreement, dated August 1, 1988, by and among Chuska Energy\n                 Company, as Operator, and Assignor and others, as\n                 Non-operators;\n\n         (2)     liens for taxes, mechanics, laborers and materialmen arising\n                 by operation of law to secure sums not yet delinquent or due\n                 or being contested in good faith by appropriate action\n                 promptly initiated and diligently conducted;\n\n         (3)     Assignee shall not acquire by virtue of this Assignment and\n                 Bill of Sale any operating rights under the Tribal Agreements;\n                 provided, however, this paragraph shall not limit the\n                 provisions of the Joint Operations Agreement; and\n\n         (4)     the terms and provisions of the following 'Partnership\n                 Agreements' more particularly described on Schedule 2 of that\n                 certain Concession Purchase Agreement dated August 1, 1988\n                 among Chuska Energy Company, Assignor and others:\n\n\n\n\n\n                                    - 3 -\n\n\n\n\n\n                 (a)      the Agreements of Limited Partnership for Aneth No. 1\n                          Ltd., Aneth No. 2 Ltd., Aneth No. 3 Ltd., Aneth\n                          No. 3A Ltd., Aneth No. 6 Ltd., Aneth No. 7 Ltd.,\n                          Aneth No. 8 Ltd. and Aneth No. 9 Ltd. insofar and\n                          only insofar as such Agreements of Limited\n                          Partnership pertain to the 'Contract Areas' therein\n                          described; and\n\n                 (b)      Agreement dated September 11, 1984 by and between\n                          Chuska Energy Company and Trafalgar House Oil &amp; Gas\n                          Inc., insofar and only insofar as the Agreement\n                          covers the properties and wells therein described.\n\n         TO HAVE AND TO HOLD the Property described above, together with all\nand singular the rights and appurtenances thereto and anywise belonging unto\nAssignee, its successors and assigns forever.\n\n         Notwithstanding anything herein to the contrary, Assignee hereby\nassumes and shall pay, perform and discharge when due all liabilities and\nobligations relating to the Property, other than the liabilities and costs set\nforth on Schedule 2 attached hereto.\n\n         The only warranties made by Assignor in connection with this\nAssignment and Bill of Sale are those contained in the Purchase Agreement and\nany other warranties, express or implied, are hereby expressly excluded.\nNOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR THE SPECIAL WARRANTY OF\nTITLE SET FORTH IN THE PURCHASE AGREEMENT, ASSIGNORS MAKE NO REPRESENTATIONS OR\nWARRANTIES WITH RESPECT TO TITLE TO THE PROPERTY.  ASSIGNORS HEREBY CONVEY THE\nPROPERTY 'AS IS, WHERE IS,' WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY\nKIND, INCLUDING WARRANTIES AS TO DESCRIPTION, VALUE, QUALITY, CONDITION,\nMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.\n\n         For convenience of recording in the appropriate public records of the\nNavajo Nation., Apache County, Arizona, San Juan County, New Mexico, San Juan\nCounty, Utah and the United States of America, this Assignment and Bill of Sale\nmay be executed by the undersigned in multiple originals it being recognized\nthat all of such multiple originals, if any, shall comprise only one instrument\nof conveyance.\n\n         EXECUTED this the 20th day of October, 1994, but effective as of the\n1st day of August, 1994 at 7:00 C.S.T.\n\n\n                                        (NAME OF ASSIGNOR)\n\n                                        By: _________________________________\n                                        Name: _______________________________\n                                        Title: ______________________________\n                                        \n\n\n\n\n                                    - 4 -\n\n\n\n\n\nTHE STATE OF TEXAS                )\n                                  )\nCOUNTY OF __________________      )\n\n         On the ______ day of ______________, 1994, personally appeared before\nme, the undersigned authority, ___________________________ , who, being by me \nduly sworn, did state and affirm that he is the attorney-in-fact of \n____________________________________, a ______________ corporation, and that \nthe foregoing instrument was signed on behalf of said corporation by authority \nof its board of directors and the said _________________________ acknowledged \nto me that said corporation executed the same for the purposes and \nconsiderations therein expressed\n\n\n\n                                        ________________________________\n                                        Notary Public in and for \n                                        The State of _____________\n\n                                        ________________________________________\n                                        Printed Name of Notary\n\n                                        My Commission Expires: _____________\n\n\n\n\n\n                                    - 5 -\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-43367","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\/43367","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=43367"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43367"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43367"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43367"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}