{"id":43368,"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-paroo-petroleum-usa.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"concession-and-lease-purchase-agreement-paroo-petroleum-usa","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/concession-and-lease-purchase-agreement-paroo-petroleum-usa.html","title":{"rendered":"Concession and Lease Purchase Agreement &#8211; Paroo Petroleum (USA) 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 March 31, 1995, (the 'Effective Time') by  and\nbetween PAROO PETROLEUM  (USA), INC., a Delaware corporation (herein called\n'Seller'), and HARKEN ENERGY CORPORATION, a Delaware corporation (herein called\n'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 Seller (and\nothers) and Chuska Energy Company, Seller acquired a Participating Interest in\nthe Concession Properties (hereafter defined), including, without limitation,\nthose Concession Properties described on Exhibit 'A' attached hereto.\n\n         WHEREAS, Seller owns an undivided interest, beneficially, in and to\nthose certain oil and gas leases described on Exhibit 'B' attached hereto (the\n'BIA Leases').\n\n         WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to\npurchase from Seller, all of Seller's 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 Seller, and Seller  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 Seller, but not otherwise, the following:\n\n                 (a)      Concession Properties.  All of Seller's right, title\nand interest in and to the properties described in Section 2 of the Acquisition\nAgreement (all of Seller's right, title and interest in all of such property is\nherein called the 'Concession Property'), such property to include, without\nlimitation, Seller's right, title and interest, if any, in and to the\nfollowing:\n\n                          (i)     Seller's interest in the Concession Property\ndescribed or referred to on Exhibit 'A' hereto;\n\n                          (ii)    Seller's interest in the JOA and all rights\nof Seller created under or by virtue of the JOA;  and\n\n\n\n\n\n                                       1\n\n                          (iii)   Seller's interest in all other properties,\nassets, rights or interests owned by Seller 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 Seller's 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 Seller's 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 Seller's right, title and interest in the BIA\nLeases.\n\n         All of Seller's right, title and interest in the Concession Properties\nand the BIA Leases 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 Seller relating to the Properties, other than the liabilities\nand costs set forth in Section 10 hereof.\n\n         3.      Purchase Consideration.   Seller and Purchaser agree that the\npurchase consideration to be paid by Purchaser at the Closing of this Agreement\nfor the Properties (the 'Purchase Price') shall be 534,000 newly issued shares\nof Purchaser's common stock, par value $.01 per share, (the 'Purchaser Common\nStock') and three hundred thousand dollars US (US $300,000) (the 'Purchase\nCash').\n\n         4.      No Adjustment to Purchase Price.  There shall be no adjustment\nmade to the Purchase Price, no right of look back or audit by either Seller or\nPurchaser following the Closing.  Any and all proceeds and revenues which have\nnot been distributed by Purchaser on or before the date of  Closing shall be\nretained by Purchaser as part of the Properties.  Seller shall have no right,\ntitle nor call to any undistributed revenues.  Any and all proceeds and\nrevenues which have been distributed by Purchaser to Seller on or before the\ndate of Closing shall be retained by Seller and shall not be a part of the\nProperties.  Purchaser shall have no right, title nor call to any distributed\nrevenues.  Any and all revenues or other disbursements relating to the\nProperties which may be received by the Seller after the date of Closing, shall\nbe immediately returned and paid over by the Seller to the Purchaser.\n\n                 Except as set forth in Section 10 hereof, any and all costs,\nbillings, obligations, cash calls or other liabilities which have accrued or\narisen, whether invoiced by Purchaser to Seller or  not, shall be and are\nhereby assumed by Purchaser and Seller shall thereafter have no obligation or\nliability therefor.\n\n         4.A.    Allocation of Taxable Income and Expenses for CHAP Venture.\nSeller's interest in the Properties is operated by a joint venture known as the\nCHAP Venture which reports its income and losses as a partnership for federal\nincome tax purposes.  Seller and Purchaser are both Venturers of the CHAP\nVenture.   The sale by Seller of its entire interest in the CHAP Venture\ncontemplated\n\n\n\n\n\n                                       2\n\nby this Agreement permits Purchaser and Seller, by agreement, to estimate\n(using any reasonable method) the pro rata part of the Seller's share of\ndistributive items described in the Internal Revenue Code of 1986, as amended\n(the 'Code'), Section 702(a), which Seller would have included in taxable\nincome had it remained a Venturer until the end of the CHAP Venture's taxable\nyear.  Consequently, the allocation of the CHAP Venture items of income and\nexpense attributable to Seller's interest for federal income tax purposes for\nthe 1995 tax year between Seller and Purchaser may be based on any reasonable\nmethod.  Through the Effective Time, the CHAP Venture has received certain\namounts of income attributable to Seller's interest which have not, and\npursuant to  Section 4 of this Agreement will not, be distributed to Seller.\nIn addition, Seller has made certain cash contributions to the CHAP Venture in\nresponse to CHAP Venture cash calls.  Paragraph 6(a) of the Tax Partnership\nAgreement ('TPA') for the CHAP Venture allocates income from the sale of oil\nand gas to the Venturers according to their respective contributions to the\ncosts and expenses to which the items relate.   Based on the foregoing, Seller\nand Purchaser agree that the CHAP Venture items described in Code Section\n702(a) for the 1995 tax year with respect to the Seller's interest will be\nallocated as follows:\n\n         1.      Seller will be allocated income from the CHAP Venture equal to\nthe amount of  the  cash distributions (arising from CHAP Venture sales made\nduring the 1995 tax year) from the CHAP Venture actually received by Seller\nprior to Closing.\n\n         2.      Seller will be allocated deductions from the CHAP Venture\nequal to the amounts of cash contributions made by Seller with respect to the\ncash calls prior to Closing.\n\n         3.      Except as provided in 1 and 2, Purchaser will be allocated all\nitems of income, gain, loss, deduction and credit attributable to Seller's\ninterest in the CHAP Venture.\n\n         5.      Registration Rights.\n\n                 (a)      Certain Definitions.     As used in this Section 5,\nthe following 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 Registration\nStatement filed by Purchaser with the Commission for a public offering and sale\nof securities of Purchaser pursuant to this Section, but shall not include a\nRegistration Statement on Form S-8 or Form S-4, or any other registration\nstatement filed by Purchaser with the Commission covering only securities\nproposed to be issued in exchange for securities or assets of another\ncorporation, or in connection with any benefit or compensation plan of the\nPurchaser.\n\n                 (iii)    'Registerable Shares' means the shares of Purchaser\nCommon Stock acquired by Seller pursuant to the terms of this Agreement, and\nshall include any other shares of common\n\n\n\n\n\n                                       3\n\nstock of Purchaser issued in respect of such shares (whether because of stock\nsplits, stock dividends, reclassifications, recapitalizations, or similar\nevents affecting Purchaser); provided, however, that shares of common stock of\nPurchaser which are Registerable Shares shall cease to be Registerable Shares\nupon any sale pursuant to a Registration Statement under this Section 5, or any\nother disposition by Seller of less than all of the shares of common stock of\nPurchaser received by Seller pursuant to a private sale or other disposition,\nincluding all dispositions of the common stock by Seller pursuant to Section\n4(1) and Rule 144 of the Act, it being the expressed intentions of the parties\nhereto that the registration rights contained herein may only be assigned by a\nSeller in connection with any private sale or other transaction agreed to by\nSeller subsequent to the date hereof if all of Seller's Registerable Shares are\nsold or otherwise transferred pursuant to such 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, a\nProfessional Corporation,  or other legal counsel, reasonably satisfactory to\nPurchaser, to the effect that such sale or transfer is exempt from the\nregistration requirements of the Act.\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 MARCH 31, 1995 BY AND AMONG PAROO PETROLEUM\n         (USA), INC., AND HARKEN ENERGY CORPORATION.  A COPY OF SUCH AGREEMENT\n         MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE RECORD\n         HOLDER OF THE CERTIFICATE TO HARKEN ENERGY CORPORATION.\n\n                 (c)      Demand Registration.\n\n                          (i)     Right to Demand Registration.  In the event\nthat Seller has not elected to participate in a Piggyback Registration pursuant\nto which all of the Registerable Shares will be registered on terms and\nconditions acceptable to Seller within ninety (90) days after the date of\nClosing,  then Seller shall have the right at anytime thereafter up to two (2)\nyears following the date of Closing, to request a registration under the\nSecurities Act of the Seller's Registerable Shares.\n\n                          (ii)    Request for Registration.   A request for a\nDemand Registration shall specify  the number of Registerable Shares requested\nto be registered.  Any registration requested pursuant to this subparagraph\n(c)(ii) is referred to herein as a 'Demand Registration.'\n\n                          (iii)   Number of Demand Registrations.   Seller will\nbe entitled under this\n\n\n\n\n\n                                       4\n\nSection 5(c), if applicable, to require one Demand Registration in which\nPurchaser 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 365 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 Registration Expenses in connection with any\nregistration initiated as a Demand Registration whether or not it has become\neffective.\n\n                          (iv)    Priority on Registrations.  Purchaser will\nuse reasonable efforts not to include in any Demand Registration any securities\nwhich are not Registerable Shares without the prior written consent of the\nholders of the Registerable Shares initially requesting such registration. If a\nDemand Registration is an underwritten offering and the managing underwriters\nadvise Purchaser in writing that in their opinion the number of Registerable\nShares and, if permitted hereunder, other securities requested to be included\nin such offering, exceeds the number of Registerable Shares and other\nsecurities, if any, which can be sold in an orderly manner in such offering\nwithin a price range acceptable to the holders of the Registerable Shares\ninitially requesting registration, Purchaser will include in such registration,\nprior to the inclusion of any securities which are not Registerable Shares, the\nnumber of Registerable Shares requested to be included which in the opinion of\nsuch underwriters can be sold in an orderly manner within the price range of\nsuch offering, pro rata among the respective holders thereof on the basis of\nthe amount of Registerable Shares requested by such holders to be included in\nsuch registration.\n\n                          (v)     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 holder 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                 (d)      Piggyback Registrations.\n\n                          (i)     Right to Piggyback.   Whenever Purchaser\nproposes to register any of its securities under the Act for sale for cash and\nthe registration form to be used may be used for the registration of\nRegisterable Shares, Purchaser will give prompt written notice to all holders\nof Registerable Shares of its intention to effect such a registration and will\ninclude in such registration all Registerable Shares with respect to which\nPurchaser has received written requests for inclusion therein within 15 days\nafter the receipt of Purchaser's notice (a 'Piggyback Registration').  If\nPurchaser gives notice of such a proposed registration, the total number of\nRegisterable Shares which shall be included in such registration shall be\nlimited to such number, if any, as in the reasonable opinion of the manager of\nsuch offering would not adversely affect the marketability or\n\n\n\n\n\n                                       5\n\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 prorated\nRegistration Expenses of the holders of Registerable Shares will be paid by\nPurchaser in all Piggyback 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 the Act)  of any Registerable Shares, within seven days\nprior to and during the 60-day period beginning on the date specified in\nwriting by Purchaser to the holder as being the intended effective date of any\nunderwritten Demand Registration or any underwritten Piggyback Registration in\nwhich Registerable 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 accordance with the\nintended method of disposition thereof, and pursuant thereto Purchaser will as\nexpeditiously\n\n\n\n\n\n                                       6\n\nas possible:\n\n                          (i)     prepare and file with the Commission ( within\nthirty days of receipt of a request for registration from Seller as\ncontemplated by Section 5(c)(ii) hereof) a Registration Statement on the\nappropriate form with respect to such Registerable Shares and use best efforts\nto cause such Registration Statement to become effective (provided that before\nfiling a Registration Statement or prospectus or any amendments or supplements\nthereto, Purchaser will furnish to the counsel selected by the holders of the\nRegisterable Shares covered by such Registration Statement copies of all such\ndocuments proposed to be filed, which documents will be subject to the review\nof such counsel);\n\n                          (ii)    prepare and promptly file with the Commission\nsuch amendments and supplements to such Registration Statement and the\nprospectus used in connection therewith as may be necessary to keep such\nRegistration Statement effective for a period of not less than 365 consecutive\ndays or such shorter period which will terminate when Registerable Shares\ncovered by such Registration Statement have been sold (but not before the\nexpiration of the applicable prospectus delivery period) and comply with the\nprovisions of the Securities Act with respect to the disposition of all\nsecurities covered by such Registration Statement during such period in\naccordance with the intended methods of disposition by the Seller thereof as\nset forth in such Registration Statement;\n\n                          (iii)   furnish to each seller of Registerable Shares\nthe 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\notherwise not 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 Act, of the happening of any event as a result of which the\nprospectus included in such Registration Statement contains an untrue statement\nof a material fact or omits to state any material fact required to be stated\ntherein or necessary to make the statements therein not misleading, and, at the\nrequest of any such seller, Purchaser will prepare a supplement or amendment to\nsuch prospectus so that, as thereafter delivered to the purchasers of such\nRegisterable Shares, such prospectus will not contain an untrue statement of a\nmaterial fact or omit to state any material fact required to be stated therein\nor necessary to make the statements therein misleading;\n\n\n\n\n\n                                       7\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 Commission or, failing\nthat, to secure NASDAQ authorization for such Registerable Shares and, without\nlimiting the generality of the foregoing, to arrange for at least one market\nmaker to register as such with respect to such Registerable Shares with the\nNASD:\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 Purchaser 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 make comments thereon;\n\n\n\n\n\n                                       8\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 Seller thereof to consummate the disposition of such\nRegisterable Shares;\n\n                          (xiv)   use 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).\nSeller shall only be responsible for and pay the following fees and expenses of\nregistration:\n\n                          (i)     Underwriting discounts and selling\ncommissions attributable to the  sale of the Seller's Registerable Shares; and\n\n                          (ii)    Fees and expenses of Seller's independent\nlegal counsel.\n\n                          Notwithstanding the foregoing, if a registration is\nwithdrawn at the written request of Seller and if Seller elects in writing not\nto have such registration counted as a registration requested under\nsubparagraph (c) of this Section, Seller shall pay all reasonable Registration\nExpenses of such registration   For purposes of this Section 'Registration\nExpenses' shall mean and include all fees and expenses incident to Purchaser's\nperformance of or compliance with this Section 5 (other than those specifically\npayable by Seller pursuant to this subparagraph (g)), including, without\nlimitation, all registration and filing fees, listing fees, fees and expenses\nof compliance  with securities or blue sky laws, printing and  engraving\nexpenses, messenger and delivery expenses, and fees and disbursements for\ncounsel, all independent certified public accountants, underwriters and any\nothers retained by Purchaser.\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 reasonable judgment of Purchaser's board of directors, such\nregistration would materially interfere with or materially and adversely affect\nany\n\n\n\n\n\n                                       9\n\nthen 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 Seller.    The Seller\nrepresents and warrants to Purchaser the following:\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)      Seller owns a  11.625% Participating Interest in the\nConcession Properties;  free and clear of all mortgages, liens, pledges,\nsecurity interests, charges, claims, and encumbrances of any nature whatsoever\nthat have been created by, through or under Seller, but not otherwise.\n\n                 (e)      Seller owns its beneficial interest in 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, 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                 (g)      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 of Seller's title to any material part of the\nProperties or the ability of any Seller to perform its obligations hereunder.\n\n                 (h)      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\n\n\n\n\n\n                                       10\n\nsame;\n\n                          (ii)    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                          (iii)   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,\n1994, Purchaser's Quarterly Reports on Form 10-Q for the quarters ended March\n31, and June 30 and September 30, 1994 and its Proxy Statement dated April 22,\n1994 (collectively referred to herein as the 'Purchaser SEC Filings').  Seller\nis either (i) an 'accredited investor' (as defined in Rule 501(a) of the Act)\nor (ii) alone, or together with a 'purchaser representative' (as defined in\nRule 501(h) promulgated pursuant to the Act),  has knowledge, experience and\nskill in business and financial matters and with respect to investments in\nsecurities so as to enable it to understand and evaluate the merits and risks\nof the acquisition of the Purchaser Common Stock and to form an investment\ndecision with 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 forth in Section 5(b)(ii) hereof and\nacknowledge that stop transfer instructions will be given to Purchaser's\ntransfer agent for the shares of Purchaser Common Stock.\n\n         7.      Representations and Warranties of Purchaser.  Purchaser\nrepresents and warrants to Seller 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\n\n\n\n\n\n                                       11\n\ntransactions contemplated  hereby have been duly and validly authorized by all\nrequisite 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 Seller shall have any responsibility\nwhatsoever.\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, geological,\nenvironmental and legal matters concerning the Properties as it deems necessary\nprior to Closing.  Purchaser acknowledges that Seller has made no statements or\nrepresentations concerning the present or future value of anticipated income,\ncosts or profits, if any, to be derived from the Properties, and Purchaser has\nrelied solely upon its independent inspections, estimates, computations,\nevaluations, reports, studies and knowledge of the Properties.\n\n         8.      Survival of Representations and Warranties.  The\nrepresentation and warranties of Seller 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 Seller's\nIndemnified Group as hereinafter defined) and any member thereof, harmless\nfrom, and shall reimburse Seller and  its agents, directors, officers,\nemployees and predecessors in interest (collectively 'Seller's Indemnified\nGroup') with respect to all claims, demands, causes of action, losses, damages,\nliabilities, costs and expenses, including attorneys' fees and court costs,\nincluding, without limitation, the environmental liabilities discussed in\nSection 9(b) below (collectively the 'Claims'), arising out of, and\/or\nincurred, in connection with  the ownership, development and operation of the\nProperties asserted against or incurred by any member of Seller's Indemnified\nGroup for any Claims for acts, events, omissions, occurrences or conditions\narising or occurring before or after the Effective Time, except for Seller's\nIndemnified Claims as described in Section 10 hereof, regardless of whether\nsuch Claims are founded in whole or in part upon the negligent acts or\nomissions of any member of the Seller's Indemnified Group.\n\n                 (b)      Without limiting the generality of the foregoing,\nPurchaser agrees to indemnify and hold Seller's Indemnified Group and any\nmember thereof  harmless from, and shall reimburse Seller's Indemnified Group\nand any member thereof, with respect to any and all fines,\n\n\n\n\n\n                                       12\n\npenalties, costs, clean-up charges, remediation expenses and assessments (other\nthan Seller's Indemnified Claims) levied or assessed against Seller's\nIndemnified Group or any member thereof by any person, party or entity,\nincluding, but not limited to, any local, state or federal government entity or\nauthority, together with any and all Claims of every kind or character, except\nfor Seller's Indemnified Claims, asserted against or incurred by Seller's\nIndemnified Group or any member thereof at any time for any Claims for acts,\nevents, omissions, conditions or occurrences, except for Seller's Indemnified\nClaims, arising or occurring before or after the Effective Time by reason of,\nor arising from, the Properties or the presence, generation, transportation,\ntreatment, disposal or release of any hazardous substances or any other\nenvironmental contamination regarding the Properties that arises or occurs\nbefore or after the Effective Time in any manner, including but not limited to\nthe above-referenced presence of hazardous substance or any other environmental\ncontamination upon the Properties that arises or occurs after the Effective\nTime, regardless of whether such Claims are founded in whole or in part upon\nthe negligent acts or omissions of Seller's Indemnified Group or any member\nthereof, but excluding Seller's Indemnified Claims. For purposes of this\nSection 9, 'hazardous substances' and 'environmental contamination' shall\ninclude, without limitation, oil, gas and other hydrocarbons, radioactive\nmaterials, including NORM, asbestos or asbestos containing materials,\npolychlorinated biphenyls and any chemicals, materials, wastes or substances\ndefined as or included in the definition of 'hazardous substances,' 'hazardous\nwastes,' 'hazardous materials,' 'toxic substances,' 'toxic pollutants,'\n'contaminants,' or 'pollutants' or words of  similar import under any\nenvironmental laws or regulations, ordinances, codes and policies, now in\neffect or hereinafter enacted, and as such may be amended from time to time,\nrelating to the environment or human health or safety, including, without\nlimitation, the Comprehensive Environmental Response, Compensation and\nLiability Act of 1980, as amended, 42 U.S.C.  Section 9601 et seq., the\nHazardous Material Transportation Act, as amended, 49 U.S.C. Section 1801 et\nseq., the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C.\nSection 6901 et seq., Federal Water Pollution Control Act, as amended, 33\nU.S.C. Section 1201 et seq., the Safe Drinking Water Act, 42 U.S.C. Section\n3808 et seq., the Toxic Substances Control Act, as amended, 15 U.S.C. Section\n2601 et seq.,  and the Clean Air Act, as amended, 42 U.S.C. Section 7401 et\nseq.\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 Seller's 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 Seller.   Seller  agrees to indemnify and hold\nPurchaser harmless from, and shall reimburse Purchaser and its agents,\ndirectors, officers, and employees (collectively\n\n\n\n\n\n                                       13\n\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 Seller shall indemnify Purchasers' Indemnified Group\nare herein collectively called 'Seller's 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 Seller's interest in the Aneth Gas Plant; and\n\n                 (b)      All amounts, including interest, penalties and fines,\nlevied or asserted against Purchaser's Indemnified Group by reason of or\narising  from an investigation or audit by the Minerals Management Service\npending as of the Effective Time respecting the alleged underpayment of\nroyalties or other amounts payable to the Tribe under or pursuant to Tribal\nAgreements or the BIA Leases, but only to the extent that such amounts are\nbased on or attributable to Seller's interest in the Properties.\n\n         Notwithstanding any other provision of this Section 10, Seller shall\nnot be obligated to reimburse the Purchaser's Indemnified Group for any\nSeller's Indemnified Claims until Seller has received invoices and related\nbackup documents sufficient to identify the item of cost, the amount of the\ncost, the party to whom the cost was paid, Seller's share of such cost, why\nsuch cost was incurred and that the amount of cost was reasonable in light of\nall circumstances.  Seller may request and Purchaser shall provide to Seller\nall information necessary to establish the foregoing to the reasonable\nsatisfaction of Seller and Purchaser.\n\n         Notwithstanding the provisions of Section 4 of this Agreement to the\ncontrary, should Purchaser be reimbursed by El Paso Natural Gas Company, the\nMinerals Management Service or any successor, assign or other party related\nthereto for any item of cost related to Seller's Indemnified Claims, Seller\nshall be entitled to Seller's Participating Interest (as defined in the Joint\nOperations Agreement dated August 1, 1988) share of such reimbursement whether\nthe cost reimbursed was originally incurred by the CHAP Venture before or after\nthe Effective Time and Purchaser shall promptly remit Seller's share of such\nreimbursement to Seller.\n\n         All covenants of Seller contained in this Section 10 shall survive\nClosing.\n\n         11.     Seller's Conditions to Closing.  The obligations of Seller at\nthe Closing are subject, at the option of Seller, 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 all material respects required by this Agreement to be performed\nand satisfied by Purchaser at or prior to the Closing.\n\n\n\n\n\n                                       14\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 Seller contained in this\nAgreement shall be true in all material respect at and as of the Closing as if\nsuch representations and warranties were made at and as of the Closing, and\nSeller shall have performed and satisfied all material agreements in all\nmaterial respects required by this Agreement to be performed and satisfied by\nSeller 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 May 15, 1995\nat 12:00 noon, Dallas, Texas time.  The Closing shall be held at the office of\nPurchaser or at such other place as Purchaser and Seller 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)      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 Seller as specified in Section 3 hereof.\n\n                 (c)      Purchaser shall pay the Purchase Cash to Seller by\ncheck or wire transfer as Seller shall request prior to Closing.\n\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, Seller 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 Seller shall execute,\nacknowledge and deliver a Declaration of Ownership in the form reasonably\nsatisfactory to Seller and Purchaser, to be executed in sufficient counterpart\nfor filing with (i) the Minerals Division of the Tribe, (ii) the Bureau of\nIndian Affairs in Window Rock, Arizona, (iii) San Juan\n\n\n\n\n\n                                       15\n\nCounty, New Mexico, (iv) Apache County, Arizona, and (v) San Juan County, Utah.\n\n         16.     Termination.  This Agreement and the transaction contemplated\nhereby may be terminated in the following instances:\n\n                 (a)      By Seller 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 Seller.\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 Seller has in its\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 Seller and Seller makes 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 other information as it sees fit and has notified\nSeller that this examination revealed no title defects which would cause\nSeller's 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, exceptions, 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 Seller.\n\n                 (b)      Warranty.  At the Closing, Seller 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 Seller, 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, SELLER MAKES NO\nREPRESENTATIONS OR WARRANTIES WITH RESPECT TO TITLE TO THE PROPERTIES.  AT THE\nCLOSING, SELLER SHALL CONVEY THE PROPERTIES 'AS IS, WHEREAS,' WITHOUT ANY\nEXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING WARRANTIES AS TO\nDESCRIPTION, VALUE, QUALITY, CONDITION, MERCHANTABILITY OR FITNESS FOR A\nPARTICULAR 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 Seller may assign their rights or obligations hereunder prior to\nClosing without the written consent of the other parties.\n\n\n\n\n\n                                       16\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.  Seller 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\n\n\n\n                                       17\n\n\n                               \n                 SELLER:          PAROO PETROLEUM (USA), INC.\n                                           10 Floor, 145 Eagle Street\n                                           Brisbane, Queensland, Australia 4000\n                                           Attention:       Mr. Dennis D. Benbow\n                                           Facsimile:       (011) 61-7-832-6411\n\n         with copy to:                     Sewell &amp; Riggs\n                                           333 Clay Avenue, Suite 800\n                                           Houston, Texas  77002-4086\n                                           Attention:       N.L. Stevens, Esq.\n                                           Facsimile:       (713) 652-8807\n\n         PURCHASER:               HARKEN ENERGY CORPORATION\n                                           5605 N. MacArthur Boulevard, Suite 400\n                                           Irving, Texas  75038\n                                           Attention:       Larry E. Cummings, General Counsel\n                                           Facsimile:       (214) 753-6963\n\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 engage such counsel or on whose\nbehalf such counsel was engaged.\n\n                 (h)      Governing Law;  Jurisdiction and Venue.  The terms\nand interpretation of this Agreement shall be governed by the laws of the State\nof Texas.  In no event shall any Texas laws or principles of conflicts of law\nbe used 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\namendment of this Agreement shall have any force or effect unless it is in\nwriting and signed by all 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 authority of which\nhe or she executes this Agreement has bee received.  A copy of each such power\nof attorney shall be furnished to each other Party to this Agreement upon\nrequest.\n\n\n\n\n\n                                       18\n\n                 (k)      Entire Agreement.   This Agreement supersedes all\nprior proposals, whether oral or written, and all previous negotiations and\nunderstanding among Purchaser and Seller 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.   Seller 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, except as may be required by applicable laws or the applicable rules\nand regulations of any governmental agency or stock exchange.\n\n                 (o)      Arbitration.   If  the parties are unable to resolve\na dispute 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 other.\nIf within twenty (20) days after receipt of such notice, the parties are unable\nto agree upon an arbitrator, then any party may apply to the then sitting Chief\nJudge of the United States District Court for the Southern District of Texas\nrequesting the appointment of an arbitrator.  The arbitration shall be governed\nby the United States Arbitration Act (9 U.S.C. Sections 1-16) and, except as\ncontradicted by the United States Arbitration Act, shall be conducted in\naccordance with the rules of the American Arbitration Association then in\neffect, including, without limitation, the Code of Ethics for Arbitrators in\nCommercial Disputes. The decision of the arbitrator on any point or points will\nbe final.  Judgment may be entered upon any award rendered by the arbitrator in\nany court having jurisdiction.  Each party shall pay its own costs of the\narbitration, including attorneys' fees, preparation costs and travel expenses.\nAll other costs of arbitration, including the cost of the arbitrator, shall be\nborne 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\n\n\n\n                                       19\n\n         EXECUTED, this the 15th  day of May, 1995,  but effective for all\npurposes as of the Effective Time.\n\n                              SELLER:\n\n                              PAROO PETROLEUM (USA), INC.\n                              a Delaware corporation\n\n\n\n\n                              By:   ___________________________________\n\n                              Name:    N.L. Stevens, III\n                              Title:  Attorney-in-Fact\n\n                              PURCHASER:\n\n                              HARKEN ENERGY CORPORATION,\n                              a Delaware corporation\n\n\n\n\n                              By:  ____________________________________\n                                      Larry E. Cummings, Vice President\n\n\n\n\n\n                                       20\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-43368","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\/43368","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=43368"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43368"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43368"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43368"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}