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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     Section 3.1 Organization and Authority. Each Purchaser is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Delaware. Each Purchaser has full power and authority to execute and
deliver this Agreement.  Enterra directly owns all of the outstanding capital
stock of Enterra Sub.

     Section 3.2 Authority Relative to Agreement. The execution, delivery and
performance of this Agreement have been duly and validly authorized and approved
by the Board of Directors of each Purchaser and no further actions on the part
of the Purchasers or Weatherford International Incorporated are necessary to the
execution, delivery and performance of this Agreement. This Agreement has been
duly executed and delivered by the Purchasers and is a valid, legally binding
and enforceable obligation of the Purchasers, subject to the effect of
bankruptcy, insolvency, reorganization, moratorium, or other similar laws
relating to creditors' rights generally and general equitable principles.

     Section 3.3 No Violation. Except for any filing and waiting period
requirements under the HSR Act, no prior consent, approval or authorization of,
or declaration, filing or registration with, any party, domestic or foreign
(including, without limitation, Weatherford International Incorporated), is
necessary in connection with the execution, delivery and performance of this
Agreement by the Purchasers, the failure of which to obtain would have a
material adverse effect on Purchasers.  Neither the execution, delivery nor
performance of this Agreement in its entirety, nor the consummation of all of
the transactions contemplated hereby, will (i) violate any material Governmental
Requirement applicable to the Purchasers, or (ii) conflict with or violate any
provision of the Certificate of Incorporation, Bylaws or resolutions of the
Boards of Directors of either Purchaser. There are no Proceedings pending or, to
the Purchasers' knowledge, threatened against the Purchasers, at law or in
equity or before or by any Governmental Authority which may result in liability
to any Seller upon the consummation of the transactions contemplated hereby or
which would prevent or delay such consummation.

     Section 3.4 Financing. The Purchasers will have on the Closing Date
sufficient funds available to permit the Purchasers to pay the total Purchase
Price.

     Section 3.5 Independent Investigation. The Purchasers have been provided an
opportunity to review all documents and information as they have deemed
necessary or appropriate concerning the Business and such other matters as they
have deemed necessary or appropriate in making their own financial, business and
legal evaluations of the Business and the transactions contemplated hereby, and
the Purchasers have independently and based on such documents, information and
evaluations, as they have deemed appropriate, made their own independent
appraisal and decision with respect to (i) the transactions contemplated hereby,
and (ii) the properties, assets, business, financial value and condition of the
Business and, except for the specific representations and warranties of Seller
made in Article II hereof, Purchasers are acquiring the Assets "As Is".

     Section 3.6 Completeness of Disclosure.  No representation or warranty by
any Purchaser contained in this Agreement, and no representation, warranty or
statement contained in any list, certificate, Schedule or other instrument,
document, agreement or writing furnished or to be furnished to, or made with,
the Seller pursuant hereto or in connection with the negotiation, execution or
performance hereof, contains or will contain any untrue statement of a material
fact or omits or will omit to state any material fact necessary to make any
statement herein or therein not misleading.

     Section 3.7 WARN.  Based on the list of Continuing Employees which
Purchasers are to deliver to Seller pursuant to Section 11.1 hereof and on which
Seller intends to rely in fulfilling its obligations under the WARN Act, the
Seller's termination of the Zapata Employees who are not Continuing Employees in
accordance with Section 11.1(b) will not violate, conflict with or breach the
WARN Act or result in any liability to Seller or its Affiliates arising out of
the WARN Act.

     Section 3.8 No Other Representations. The Purchasers are not making any
representations or warranties, express or implied, of any nature whatsoever
except as specifically set forth in this Agreement.

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