SECTION 9.1 ABOVE, ALL RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL TERMINATE WITHOUT ANY LIABILITY OF ANY PARTY TO ANY
OTHER PARTY.
ARTICLE X.
MISCELLANEOUS
SECTION 10.1
PRESS RELEASES AND PUBLIC ANNOUNCEMENTS.
NO PARTY SHALL
ISSUE ANY PRESS RELEASE OR MAKE ANY PUBLIC ANNOUNCEMENT RELATING TO THE SUBJECT
MATTER OF THIS AGREEMENT WITHOUT THE PRIOR WRITTEN APPROVAL OF THE BUYER AND THE
SELLERS; PROVIDED, HOWEVER, THAT ANY PARTY MAY MAKE ANY PUBLIC DISCLOSURE IT
BELIEVES IN GOOD FAITH IS REQUIRED BY APPLICABLE LAW OR ANY LISTING OR TRADING
AGREEMENT CONCERNING ITS PUBLICLY-TRADED SECURITIES (IN WHICH CASE THE
DISCLOSING PARTY WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO ADVISE THE
OTHER PARTIES PRIOR TO MAKING THE DISCLOSURE).
SECTION 10.2
NO THIRD-PARTY BENEFICIARIES.
THIS AGREEMENT SHALL NOT
CONFER ANY RIGHTS OR REMEDIES UPON ANY PERSON OTHER THAN THE PARTIES AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
SECTION 10.3
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING THE DOCUMENTS
REFERRED TO HEREIN) CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES AND
SUPERSEDES ANY PRIOR UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS BY OR AMONG
THE PARTIES, WRITTEN OR ORAL, TO THE EXTENT THEY RELATED IN ANY WAY TO THE
SUBJECT MATTER HEREOF.
SECTION 10.4
SUCCESSION AND ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE PARTIES NAMED HEREIN AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS.
NO PARTY MAY ASSIGN EITHER THIS AGREEMENT OR
ANY OF ITS RIGHTS, INTERESTS, OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN
APPROVAL OF THE OTHER PARTIES; PROVIDED, HOWEVER, THAT THE BUYER MAY (I) ASSIGN
ANY OR ALL OF ITS RIGHTS AND INTERESTS HEREUNDER TO ONE OR MORE OF ITS
AFFILIATES, (II) MAKE A COLLATERAL ASSIGNMENT OF SUCH RIGHTS AND INTERESTS TO
ONE OR MORE OF ITS LENDERS AND (III) DESIGNATE ONE OR MORE OF ITS AFFILIATES TO
PERFORM ITS OBLIGATIONS AND EXERCISE ITS RIGHTS HEREUNDER (IN ANY OR ALL OF
WHICH CASES BUYER SHALL NONETHELESS REMAIN RESPONSIBLE FOR THE PERFORMANCE OF
ALL OF ITS OBLIGATIONS HEREUNDER).
SECTION 10.5
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH
TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
53
SECTION 10.6
HEADINGS.
THE SECTION HEADINGS CONTAINED IN THIS AGREEMENT
ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT AFFECT IN ANY WAY THE MEANING OR
INTERPRETATION OF THIS AGREEMENT.
SECTION 10.7
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS, CLAIMS, AND OTHER
COMMUNICATIONS HEREUNDER WILL BE IN WRITING.
ANY NOTICE, REQUEST, DEMAND,
CLAIM, OR OTHER COMMUNICATION HEREUNDER SHALL BE DEEMED DULY GIVEN IF (AND THEN
TWO BUSINESS DAYS AFTER) IT IS SENT BY, REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, POSTAGE PREPAID, AND ADDRESSED TO THE INTENDED RECIPIENT AS
SET FORTH BELOW:
Notices to Buyer:
Geokinetics Inc.
One Riverway, Suite 2100
Houston, Texas 77056
Attention:
David A. Johnston
Phone:
(713) 782-1234
Facsimile:
(713) 850-7330
with a copy to:
Chamberlain, Hrdlicka, White, Williams & Martin
1200 Smith Street
Suite 1400
Houston, Texas
77002
Attention:
James J. Spring, III
Phone:
(713) 658-1818
Facsimile:
(713) 658-2553