Harbinger Group Inc.
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SEC Filings

PRE 14A
HRG GROUP, INC. filed this Form PRE 14A on 09/29/1995
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notify the Purchasers of any material Proceeding which relates to the Business
initiated by or against Seller prior to the Closing Date.

     Section 2.11 Contracts.  Except as listed and described on Schedule 2.11 of
the Disclosure Schedule, no Seller is, in connection with the Business, a party
to or otherwise bound by any written or oral:

     (a) Contract or commitment with any present or former stockholder,
director, officer, partner, employee or consultant or for the employment of any
person, including, without limitation, any consultant;

     (b) Contract or commitment for the purchase of, or payment for, supplies or
products, or for the performance of services by a third party, involving in any
one case $50,000 or more or in excess of $3,000,000 in the aggregate;

     (c) Contract or commitment to sell or supply products or to perform
services outside the ordinary course of business, consistent with past practice,
involving in any one case $50,000 or more or in excess of $3,000,000 in the
aggregate;
 
     (d) Contract or commitment not otherwise covered by this Section 2.11 and
continuing over a period of more than six (6) months from the date hereof and
exceeding $100,000 in value, or in excess of $8,000,000 in the aggregate;

     (e) Any Equipment Lease, or any other lease under which Seller is either
lessor or lessee, involving in any one case $100,000 or more or in excess of
$4,000,000 in the aggregate;

     (f) Contract or commitment for any capital expenditure involving in any one
case $200,000 or more or in excess of $500,000 in the aggregate;

     (g) Master service agreements which (i) (a) are not a standard form
contract used in the gas compression industry or (b) contain amendments to the
indemnification provisions in standard form agreements used in the gas
compression industry, and (ii) continue over a period of more than six (6)
months from the date hereof and exceeding $100,000 in value, or in excess of
$14,000,000 in the aggregate; or

     (h) Contract, commitment or arrangement with any other Seller or any
Affiliate of any Seller.

Except as may be disclosed on Schedule 2.11 of the Disclosure Schedule, each of
the Contracts, commitments, arrangements, leases and other instruments,
documents and undertakings listed on such Schedule or not required to be listed
thereon because of the term or amount involved or otherwise, is valid and
enforceable in accordance with its terms, subject to the effect of bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to
creditors' rights generally and general equitable principles.  The Seller, and
to Seller's knowledge, other parties thereto, are in material compliance with
the provisions thereof.  The Seller is not, and to Seller's knowledge, other
parties thereto are not, in default in the performance, observance or
fulfillment of any material obligation, covenant or condition contained therein,
and, to Seller's knowledge, no event has occurred which with or without the
giving of notice or lapse of time, or both, would constitute a default
thereunder.

     Section 2.12 Compliance with Laws. Except as set forth on Schedule 2.12 of
the Disclosure Schedule and except for such as would not in the aggregate have a
Material Adverse Effect, to the knowledge of the Seller, no Seller is in default
with respect to or in violation of (i) any judgment, order, writ, injunction or
decree of any court or (ii) any legal requirement of any Governmental Authority.
The consummation of the transactions contemplated by this Agreement will not
constitute such a default or violation as to the Seller. Seller has all
Governmental Authorizations required to conduct the Business as now being
conducted. All required filings with respect to such Governmental Authorizations
have been timely made and all required applications for renewal thereof have
been

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