ENERGY
CAPITAL SOLUTIONS, L.P., WHOSE FEES AND EXPENSES SHALL BE PAID IN ACCORDANCE
WITH SECTION 2.3 HEREOF, 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)
GRANT COMMON STOCK.
THE SELLER HOLDS OF RECORD AND OWNS
BENEFICIALLY THE NUMBER OF GRANT COMMON STOCK SET FORTH NEXT TO 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 OR FOREIGN 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 OF ANY CAPITAL STOCK OF THE CORPORATION
(OTHER THAN THIS AGREEMENT).
THE SELLER IS NOT A PARTY TO ANY VOTING TRUST,
PROXY, OR OTHER AGREEMENT OR UNDERSTANDING WITH RESPECT TO THE VOTING OF ANY OF
THE GRANT COMMON STOCK.
(E)
RPHC STATUS.
THE CORPORATION IS NOT AND HAS NEVER BEEN A UNITED
STATES REAL PROPERTY HOLDING CORPORATION (AS DEFINED IN SECTION 897(C)(2) OF THE
CODE) AND THE SELLERS WILL DELIVER A STATEMENT FROM THE CORPORATION TO THAT
EFFECT TO BUYER AT THE CLOSING.
SECTION 3.2
REPRESENTATIONS AND WARRANTIES OF THE BUYER.
THE BUYER
REPRESENTS AND WARRANTS TO THE SELLERS THE FOLLOWING, EXCEPT AS SET FORTH IN
SCHEDULE 3.2:
16
(A)
ORGANIZATION.
THE BUYER IS A CORPORATION DULY ORGANIZED, VALIDLY
EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
INCORPORATION.
(B)
AUTHORIZATION OF TRANSACTION.
THE BUYER HAS THE REQUISITE
CORPORATE POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO
PERFORM ITS OBLIGATIONS HEREUNDER.
THIS AGREEMENT CONSTITUTES THE VALID AND
LEGALLY BINDING OBLIGATION OF THE BUYER, ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS AND CONDITIONS.
THE BUYER 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.
(C)
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 BUYER IS SUBJECT OR ANY PROVISION OF
ITS CHARTER OR BYLAWS 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 BUYER IS A PARTY OR BY WHICH IT IS BOUND OR TO WHICH ANY OF ITS ASSETS IS
SUBJECT.
(D)
BROKERS' FEES.
EXCEPT FOR RBC CAPITAL MARKETS CORPORATION, WHOSE
FEES AND EXPENSES SHALL BE PAID BY THE BUYER,