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 7.3 Conditions to the Obligations of the Seller to Close. The
obligations of the Seller to close the transactions contemplated herein are
subject to the reasonable satisfaction or waiver of the following conditions on
or prior to the Closing Date:

     (a) All representations and warranties of Purchasers contained herein shall
be true and correct in all material respects (except to the extent qualified by
a materiality standard, in which case such representations and warranties shall
be true and correct) as of the date hereof and at and as of the Closing, with
the same force and effect as though made on and as of the Closing;

     (b) The Purchasers shall have performed in all material respects all
obligations and agreements and complied with all covenants and conditions
contained in this Agreement to be performed or complied with by Purchasers prior
to the Closing Date;

     (c) The Seller shall have received certificates dated as of the Closing
Date, executed by an appropriate officer of each Purchaser certifying to the
effect described in Sections 7.3(a) and 7.3(b);

     (d) The Seller shall have received the Purchase Price;

     (e) Enterra Sub shall have executed and delivered to the Seller proper
instruments for the assumption of the Assumed Liabilities, in each case, in form
and substance reasonably satisfactory to Seller and its counsel in accordance
with Section 4.4 hereto; and

     (f)  The Seller shall have received the written opinion dated the Closing
Date of Morgan, Lewis & Bockius, counsel for the Purchasers, in form and
substance reasonably satisfactory to Seller and its counsel.

     Section 7.4 Amendments to Disclosure Schedule.  In addition to changes,
amendments or supplements to the Disclosure Schedule as permitted by the first
paragraph of Article II, Seller may amend the Disclosure Schedule to include an
item or items which should have been included on the date of this Agreement but
which was inadvertently omitted.  In such case, the Disclosure Schedule will be
deemed corrected as of the date of this Agreement; provided however, that such
amendment made by Seller shall not be taken into account in connection with
determining fulfillment of Purchaser's condition to closing set forth in Section
7.2(a) hereof which provides that all representations of the Seller shall be
true and correct in all material respects on the date of this Agreement (subject
to the exception set forth therein).

                                 ARTICLE VIII.
                         TERMINATION; AMENDMENT; WAIVER

     Section 8.1 Termination. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time prior to the
Closing Date:

     (a) By mutual written consent of Enterra and Zapata;

     (b) By Enterra, if any of the conditions to Closing contained in Section
7.1 or 7.2 shall not have been complied with or performed at the time required
for such compliance or performance and such noncompliance or nonperformance
shall not have been waived in writing by Enterra.

     (c) By Zapata, if any of the conditions to Closing contained in Section 7.1
or 7.3 shall not have been complied with or performed at the time required for
such compliance or performance and such noncompliance or nonperformance shall
not have been waived in writing by Zapata.

     (d) By Enterra or Zapata, if the Closing Date shall not have occurred on or
before 5:00 p.m., Houston time, on December 20, 1995 or such later date agreed
to in writing by Enterra and Zapata; and

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