ASSIGNMENT AND XXXX OF SALE
This Assignment and Xxxx of Sale (this "Assignment") is made by and among
Fortune Natural Resources Corporation ("Grantor"), One Commerce Green, 000 Xxxx
Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX 00000, and National Energy Group, Inc., a
Delaware Corporation ("Grantee"), with offices at 1400 One Energy Square, 0000
Xxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000.
WITNESSETH:
For valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Grantor grants, sells, conveys, assigns and transfers to Grantee,
effective as of 7:00 A.M., Central Standard Time, at the location of the
Properties, on April 1, 1998 (the "Effective Date"), the following:
(a) All of Grantor's right, title and interest in and to those oil and gas
leases, xxxxx and other properties described in Exhibit "A", attached
hereto;
(b) Together with all other right, title and interest of grantor, of
whatever kind or character, whether legal, equitable, vested or
contingent, in and to the oil, gas and other minerals in and under or
that may be produced from the lands covered by the leases described in
Exhibit "A" (hereinafter the "Leases"), and all lands within the
outline of the East Bayou Sorrel Prospect shown on Exhibit "B",
(hereinafter, the "Subject Lands"), including without limitation,
overriding royalties, production payments and net profits interests in
such lands or such leases, and fee mineral interests, fee royalty
interests and other interests in such oil, gas and other minerals.
(c) Together with all of Grantor's right, titles and interests in and to,
or otherwise derived from, all presently existing and valid oil, gas
and/or mineral unitization, pooling, and/or communization agreements,
declarations and/or orders and in and to the properties covered and
the units created thereby, including, without limitation, all units
formed under orders, rules, regulations, or other official acts of any
federal, state, or other authority having jurisdiction, voluntary
unitization agreements, designations and/or declarations, relating to
the properties described in subsections (a) and (b) above, insofar and
only insofar as such the same pertain to the Leases and Subject Lands;
(d) Together with all of Grantor's rights, titles and interests in and to
all presently existing and valid production sales (and sales related)
contracts, operating agreements, and other agreements and contracts
which relate to any of the properties described in subsections (a),
(b) and (c) above or which relate to the exploration, development,
operation, or maintenance thereof or the treatment, storage,
transportation or marketing of production therefrom attributable to
the Leases and Subject Lands; and
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(e) Together with all of Grantor's rights, titles and interests in and to
all materials, supplies, machinery, equipment, improvements and other
personal property and fixtures (including, but not by way of
limitation, all xxxxx, wellhead equipment, pumping units, flowlines,
tanks, buildings, injection wellhead equipment, pumping units,
flowlines, tanks buildings, injection facilities, saltwater disposal
facilities, compression facilities, gathering systems, and other
equipment), and all easements, rights-of-way, surface leases and other
surface rights, all permits and licenses, and all other appurtenances
being used or held for use in connection with, or otherwise related
to, the exploration, development, operation or maintenance of any of
the properties described in subsections (a), (b), (c) and (d) above,
or the treatment, storage, transportation or marketing of production
therefrom (or allocated thereto).
The Leases, Subject Lands, properties and interests specified in the foregoing
subsections (a), (b), (c), (d), and (e) are herein sometimes collectively called
the "Properties".
TO HAVE AND TO HOLD the said Properties unto Grantee, its successors
and assigns, forever.
(i) Grantor warrants and agrees to forever defend, title to the Properties
against those claiming by, through or under Grantor, but not
otherwise.
(ii) THIS ASSIGNMENT IS MADE AND ACCEPTED WITHOUT ANY EXPRESS OR IMPLIED
WARRANTY OR REPRESENTATION AS TO THE MERCHANTABILILTY OF ANY OF THE
XXXXX OR EQUIPMENT OR THEIR FITNESS FOR ANY PURPOSE, AND EXCEPT AS SET
FORTH IN THE PRECEDING SENTENCE, WITHOUT ANY OTHER EXPRESS OR IMPLIED
WARRANTY OR REPRESENTATION WHATSOEVER, GRANTEE ACCEPTS THE PROPERTIES
IN THEIR ?AS IS, WHERE IS? CONDITION; PROVIDED THAT, SELLER TRANSFERS
TO BUYER ALL SUBSTITUTION AND SUBROGATION RIGHTS AND ACTIONS OF
WARRANTY THAT SELLER HAS OR MAY HAVE AGAINST PREDECESSORS IN TITLE OR
ANY THIRD PARTY CLAIMING RIGHTS THERETO.
(iii)This Assignment is made subject to the terms and provisions of the
agreements described on Exhibit "A" hereto, and to the terms of the
oil and gas Leases comprising a part of the Properties. Grantee shall
comply with and does hereby assume all express and implied covenants,
obligations and reservations contained in said agreements and Leases
and does hereby hold Grantor harmless from and against all future
obligations and liabilities arising from Grantee's ownership and/or
operations under said agreements relating to the Properties.
The provisions of this instrument shall be binding upon and shall inure to the
benefit of Grantor and Grantee and their respective successors and assigns.
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This instrument may be executed by Grantor and Grantee in any number of
counterparts, each of which shall be deemed an original, and all of which shall
be identical, and all such counterparts together shall constitute but one and
the same Instrument.
IN WITNESS WHEREOF, this Assignment and Xxxx of Sale is executed by Grantor and
Grantee on this 31st day March, 1998, but effective for all purposes as of the
Effective Date.
GRANTOR:
WITNESSES: FORTUNE NATURAL RESOURCES CORPORATION
/s/ Xxxx Xxxxxxx /s/ Xxxxxx X. Xxxxxxxxx
------------------------------ ------------------------------
By: Xxxxxx X. Xxxxxxxxx
Title: President and
Chief Executive Officer
/s/ Xxxx Xxxxxx
------------------------------
GRANTEE:
WITNESSES:
NATIONAL ENERGY GROUP, INC.
/s/ Xxxx Xxxxxxx /s/ Miles X. Xxxxxx
------------------------------ ------------------------------
By: Miles X. Xxxxxx
Title: President and
Chief Executive Officer
/s/ Xxxx Xxxxxx
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