Harbinger Group Inc.
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SEC Filings

10-Q
HRG GROUP, INC. filed this Form 10-Q on 05/15/1995
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       2.1(t)  Transfer of Shares.  Zapata is the lawful owner of the Shares to
be sold, transferred and delivered to Buyer hereunder, and the sale, transfer
and delivery of the Shares to Buyer at the Closing will transfer to Buyer valid
title to the Shares, free and clear of all liens, charges, encumbrances and
claims whatsoever.

       2.1(u)  Survival.  All representations, warranties and covenants made in
this Agreement shall survive the Closing for a period of twelve (12) months
following the Closing Date, except that (i) Section 2.1(i) shall survive the
Closing until the expiration of the statute of limitations (including any
extension thereof) applicable to a particular Tax Claim, and (ii) Section 2.1(l)
shall survive the Closing for a period of thirty-six (36) months following the
Closing Date.  All representations, warranties and covenants made in this
Agreement shall terminate as set forth in the preceding sentence and be of no
further force and effect except to the extent they relate to claims made in
writing pursuant to Section 6.3 prior to the end of the applicable period.

2.2  REPRESENTATIONS AND WARRANTIES OF BUYER.

       Buyer represents and warrants to and agrees with Zapata as follows:

       2.2(a)  Organization.  Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the State of Texas.  Buyer has
all requisite corporate power and authority needed to carry on its business as
now conducted.  A majority of the outstanding capital stock of Buyer is owned by
Bankhouse Texas, a Pennsylvania business trust ("BT").  Except for BT's control
of Buyer, no other person or entity controls, is controlled by or is under
common control with either BT or Buyer.  Without limiting the generality of the
foregoing, no person or entity has the right to 50% or more of the profits of BT
or the right to 50% or more of the assets of BT upon the dissolution of BT, and
no person or entity has the contractual power presently to designate 50% or more
of the trustees of BT.  BT is not a party to the financing obtained by Buyer for
purposes of funding the payment of the Purchase Price and is not a guarantor
with respect to such financing.  BT and Buyer are newly formed entities
established for purposes of acquiring Protein, and neither of them has
previously had any revenue-generating activities.  BT and Buyer do not, either
individually or considered together, have total assets of $10,000,000.00 or more
(exclusive of cash to be used by Buyer to pay the Purchase Price).  The
organizational and other transactions effected by Buyer and its shareholders and
their respective affiliates in contemplation of this Agreement, and the
organizational structure resulting therefrom, were undertaken for, and reflect,
bona fide business purposes, including obtaining financing and implementing a
bona fide allocation of ownership, and were not employed for the purpose of
avoiding the obligation to comply with the requirements of the HSR Act.  As used
in this Section 2.2(a), the terms "person," "entity," "control," "controlled by"
and "under common control with" have the meanings specified in the premerger
notification rules of the Federal Trade Commission, 16 CFR Parts 801-803.

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