By Director. Notwithstanding Section 4(a) hereof, you will be entitled to assume carriage of your own defence relating to any Indemnified Claim (and for greater certainty, the full amount of reasonable expense you incur in connection with such defence shall be an Indemnified Amount) if:
(i) the Corporation does not in a timely manner:
(A) undertake appropriate action; or
(B) take such legal steps as may be from time to time required to properly defend against any such claim; or
(ii) in the reasonable opinion of your counsel (which opinion shall be in writing and a copy thereof provided to the Corporation) your interests in respect of the relevant matter conflict with the interests of the Corporation in respect of such matter or with the interests of any other director or officer of the Corporation in respect of whose defence the Corporation has carriage; provided that:
(i) you shall not agree to settle any Indemnified Claim without the prior written consent of the Corporation (unless you have a reasonable belief that the Corporation will not satisfy its obligations to you hereunder if the Indemnified Claim proceeds); and
(ii) if the Indemnified Claim would be covered by insurance maintained by the Corporation, you shall comply with the applicable conditions of such coverage (provided however, that failure to so comply shall not relieve the Corporation of its obligation to indemnify you hereunder).
By Director. Director in the presence of:- Witness ................................
By Director. 13 (1) Modifications in the price of CONTRACTOR’s services in an amount that do not increase or 14 decrease the price of this Agreement when originally executed, by 10%, may be made by the DIRECTOR.
By Director. By Director/Secretary: -------------------------------- AVENUE ENERGY INC. By Director: ------------------------------------------ By Director/Secretary: -------------------------------- JKX TURKEY LIMITED By Director: ------------------------------------------ By Director/Secretary: -------------------------------- Exhibit F - Form of Deed of Termination of Current JOA -------------------------------------------------------------------------------- DEED OF WAIVER AND TERMINATION RELATING TO A JOINT OPERATING AGREEMENT DATED 22 OCTOBER 2004 IN RESPECT OF EXPLORATION LICENSES AR/AME-EPS-AVE 2674, 2677 AND 2678 IN PETROLEUM DISTRICT XI, DIYARBAKIR, REPUBLIC OF TURKEY --------------------------------------------------------------------------------
By Director. By Director/Secretary: -------------------------------- ERSAN PETROLEUM SANAYII A.S.
By Director. By Director/Secretary: -------------------------------- AVENUE ENERGY INC. By Director: ------------------------------------------ By Director/Secretary: -------------------------------- JKX TURKEY LIMITED By Director: ------------------------------------------ By Director/Secretary: -------------------------------- Exhibit G - Form of Deed of Termination of Turnkey Drilling Contract -------------------------------------------------------------------------------- DEED OF WAIVER AND TERMINATION RELATING TO THE TURNKEY DRILLING CONTRACT DATED 22 JANUARY 2004 FOR THE DRILLING OF THE KARAKILISE - 2 APPRAISAL WELL --------------------------------------------------------------------------------
By Director. By Director/Secretary: -------------------------------- AVENUE ENERGY INC By Director: ------------------------------------------ By Director/Secretary: -------------------------------- JKX TURKEY LIMITED By Director: ------------------------------------------ By Director/Secretary: -------------------------------- Exhibit H - Form of crude oil sale agreement OIL SALES / PURCHASE AGREEMENT This Agreement is entered into on the __ day of _____ 2005 ("Effective Date"), by and between; ALADDIN MIDDLE EAST LTD., a corporation organized and existing under the laws of the State of Delaware in the U.S.A., having offices in the city of Ankara, Republic of Turkey and the city of Wichita, Kansas, USA with the registered number 1361985, whose registered office is 123 S. Market, Wichita, 67202 U.S.A. (hereinafter referred to as "AMX") xxx XXX XXXXXX XXXXXXX, x xxxlic limited company organized and existing under the laws of England with the registered number 5404183, having its registered office at 6 Cavendish Square, London W1G 0PD, England (hereinafter referred to xx "XXX"). Xxxx xxxxx xxx xxxxxxxxxxx xx referred to individually as a "Party" or collectively as "Parties".
By Director. By Director/Secretary: -------------------------------- JKX TURKEY LIMITED By Director: ------------------------------------------ By Director/Secretary: -------------------------------- -------------------------------------------------------------------------------- DEED OF INTEREST ASSIGNMENT RELATING TO EXPLORATION LICENSES AR/AME-EPS-AVE 2674, 2677 AND 2678 IN PETROLEUM DISTRICT XI, DIYARBAKIR, REXXXXXX XX XXXXXX --------------------------------------------------------------------------------
By Director. In consideration of the payments and any other benefits provided by the Company herein, the Director for himself, his successors and assigns, hereby release and discharge the Company and all agents, attorneys, employees, directors, officers of the Company and all of their predecessors and successors, from any and all claims, causes of action and demands of any kind related to the Director's relationship with the Company, or termination of such relationship, whether known or unknown, which the Director has, ever had, or ever in the future may have and which are based on acts or omissions occurring up to and including the date hereof. Included within the release set forth in the preceding sentence, without limiting its scope, are claims arising under Title VII of the Civil Rights Act of l964, as amended and the Age Discrimination in Employment Act of 1967, as amended (the "ADEA"), as well as any other federal, state or local civil rights or labor laws, and/or contract or tort laws, and which are related to the Director's relationship with the Company or the termination of such relationship. This release does not waive claims that may arise after the date of this Agreement is executed and which are based on acts or omissions occurring after the date this Agreement is executed. The Director further covenants that he will not seek recovery in any legal proceeding against the Company for any claim covered by the above release and that he will be liable for any costs and expenses incurred by the Company (including attorneys' fees) in defending any such legal proceeding. This release shall not affect the obligations of the Company set forth in this Agreement or the Indemnification Agreement.
By Director. Director, on behalf of himself and Director’s spouse, attorneys, heirs, executors, administrators, trustees, legal representatives, agents, successors and assigns (the “Director Parties”), hereby covenants forever not to, whether directly or indirectly or whether individually or collectively, initiate, assert, file, prosecute, maintain, commence, institute, sponsor, encourage, assist, volunteer, advise, represent, cooperate with, or facilitate any complaint, action, proceeding, investigation, arbitration, lawsuit, or claim or any legal, equitable, or administrative proceeding of any nature, against any of Company Released Parties in connection with the Director’s Released Claims (other than with respect to any rights or claims specified in Sections 1.b and 1.d herein), and represents and warrants that no other person or entity has initiated or, to the extent within Director’s control, will initiate any such proceeding on Director’s or their behalf.
