the following, except as set forth in
Schedule 3.1:
(A)
POWER AND AUTHORITY.
THE SELLER HAS THE
CAPACITY AND FULL POWER AND AUTHORITY (INCLUDING FULL PARTNERSHIP POWER AND
AUTHORITY, AS APPLICABLE) TO EXECUTE AND DELIVER THIS AGREEMENT AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
THIS AGREEMENT CONSTITUTES THE
VALID AND LEGALLY BINDING OBLIGATION OF THE SELLER.
THE SELLER IS NOT REQUIRED
TO GIVE ANY NOTICE TO, MAKE ANY FILING WITH, OR OBTAIN ANY AUTHORIZATION,
CONSENT, OR APPROVAL OF ANY GOVERNMENT OR GOVERNMENTAL AGENCY IN ORDER TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(B)
NONCONTRAVENTION.
NEITHER THE EXECUTION
AND THE DELIVERY OF THIS AGREEMENT, NOR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY, WILL (I) VIOLATE ANY CONSTITUTION, STATUTE, REGULATION,
RULE, INJUNCTION, JUDGMENT, ORDER, DECREE, RULING, CHARGE, OR OTHER RESTRICTION
OF ANY GOVERNMENT, GOVERNMENTAL AGENCY, OR COURT TO WHICH THE SELLER IS SUBJECT
OR (II) CONFLICT WITH, RESULT IN A BREACH OF, CONSTITUTE A DEFAULT UNDER, RESULT
IN THE ACCELERATION OF, CREATE IN ANY PARTY THE RIGHT TO ACCELERATE, TERMINATE,
MODIFY, OR CANCEL, OR REQUIRE ANY NOTICE UNDER ANY AGREEMENT, CONTRACT, LEASE,
LICENSE, INSTRUMENT, OR OTHER ARRANGEMENT TO WHICH THE SELLER IS A PARTY OR BY
WHICH HE OR IT IS BOUND OR TO WHICH ANY, OF HIS OR ITS ASSETS IS SUBJECT.
(C)
BROKERS' FEES.
EXCEPT FOR
GOLDSMITH-AGIO-HELMS, WHOSE FEES AND EXPENSES SHALL BE PAID BY TRACE AT CLOSING,
THE SELLERS HAVE NO LIABILITY OR OBLIGATION TO PAY ANY FEES OR COMMISSIONS TO
ANY BROKER, FINDER, OR AGENT WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT FOR WHICH THE BUYER COULD BECOME LIABLE OR OBLIGATED.
(D)
INVESTMENT.
THE SELLER (I) UNDERSTANDS THAT
THE GEOKINETICS SHARES HAVE NOT BEEN, AND, EXCEPT AS PROVIDED IN THE
REGISTRATION RIGHTS AGREEMENT, WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT,
OR UNDER ANY STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE
UPON FEDERAL AND STATE EXEMPTIONS FOR TRANSACTIONS NOT INVOLVING ANY PUBLIC
OFFERING, (II) IS ACQUIRING THE GEOKINETICS SHARES SOLELY FOR HIS OR ITS OWN
ACCOUNT FOR INVESTMENT PURPOSES, AND NOT WITH A VIEW TO THE DISTRIBUTION
THEREOF, (III) HAS KNOWLEDGE AND EXPERIENCE IN BUSINESS AND FINANCIAL
17
MATTERS, (IV) HAS RECEIVED CERTAIN INFORMATION CONCERNING THE BUYER AND HAS HAD
THE OPPORTUNITY TO OBTAIN ADDITIONAL INFORMATION AS DESIRED IN ORDER TO EVALUATE
THE MERITS AND THE RISKS INHERENT IN HOLDING THE GEOKINETICS SHARES AND (V) IS
ABLE TO BEAR THE ECONOMIC RISK AND LACK OF LIQUIDITY INHERENT IN HOLDING THE
GEOKINETICS SHARES.
(E)
TRACE COMMON STOCK.
THE SELLER HOLDS OF
RECORD AND OWNS BENEFICIALLY THE NUMBER OF TRACE COMMON STOCK SET FORTH NEXT TO
HIS OR ITS NAME IN SCHEDULE 4.22(A), FREE AND CLEAR OF ANY RESTRICTIONS ON
TRANSFER (OTHER THAN ANY RESTRICTIONS UNDER THE SECURITIES ACT AND STATE
SECURITIES LAWS), TAXES, ENCUMBRANCES, OPTIONS, WARRANTS, PURCHASE RIGHTS,
CONTRACTS, COMMITMENTS, EQUITIES AND DEMANDS.
THE SELLER IS NOT A PARTY TO ANY
OPTION, WARRANT, PURCHASE RIGHT, OR OTHER CONTRACT OR COMMITMENT THAT COULD
REQUIRE THE SELLER TO SELL, TRANSFER, OR OTHERWISE DISPOSE