Harbinger Group Inc.
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SEC Filings

8-K
HRG GROUP, INC. filed this Form 8-K on 10/04/1995
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                                    ARTICLE IV.
                            CONVEYANCE TO PURCHASER

     Section 4.1 Conveyance to Purchaser. Subject to the terms and conditions of
this Agreement, the Seller will convey, transfer and deliver to Enterra Sub on
the Closing Date all of the assets, properties and rights of, or used or held
for use in connection with, the Business, its goodwill and the Business as a
going concern (collectively, the "Assets"). The Assets to be conveyed,
transferred and delivered shall include all those reflected on the May Balance
Sheet with only such changes therein as shall have occurred between the Balance
Sheet Date and the Closing Date in the ordinary course of business consistent
with past practice. Without limitation of the foregoing provisions, the Assets
shall include, without limitation, all real property, buildings, structures,
leasehold rights and improvements, machinery, equipment, furniture, fixtures,
supplies, vehicles, goodwill, cash, Inventories, accounts and notes receivable
including STL Unit receivables and employee receivables (other than any such
accounts receivable due from any Affiliate of Seller), contract rights and
claims relating thereto, stock, securities, licenses and applications therefor,
franchises, claims, deposits, all rights and interests in, to and under any
patents, patent applications, trademarks, trademark registrations and
applications therefor, copyrights, trade secrets, intellectual property, ideas
and other know-how, shop rights, permits and other rights and privileges, all
shares of capital stock of Energy Industries Financial Services, Inc., and all
records, sales data, and customer and supplier lists of the Business or used or
held for use in connection therewith. Notwithstanding anything in this Section
4.1 that may be construed to the contrary, the Assets shall not include accounts
receivable due from any Affiliate of Seller, the corporate seal, certificate of
incorporation or bylaws of any Seller, the partnership agreement or certificate
of limited partnership of Zapata Partnership, minute books or other records
having to do with the corporate or partnership organization of any Seller, or
tax returns and schedules and work papers relating thereto; any rights to or
under any insurance policies or any claims thereunder; intercompany receivables;
books of accounts; the rights that will accrue to the Seller under this
Agreement; any rights to Seller's claims for any Tax refunds; the tax records of
any Seller; the name "Zapata" or any assets of any Seller not used or held for
use in connection with the Business (collectively, the "Excluded Assets").
Notwithstanding any other provisions in this Agreement which could be construed
to the contrary, Seller is not selling, and Purchasers are not purchasing, any
assets owned by Zapata Protein, Inc., Cimarron Gas Holding Company or their
respective subsidiaries which are not used or held for use in the Business.

     Section 4.2  Consideration for Assets.

          (a) At the Closing, the Purchasers will purchase the Assets from the
Seller, upon and subject to the terms and conditions of this Agreement and in
reliance upon the representations, warranties, covenants and agreements of the
Seller contained herein, and will pay the Seller, as consideration for the
Assets, the sum of One Hundred and Thirty Million Dollars ($130,000,000) (the
"Purchase Price"), increased or decreased by the amount of the net asset value
adjustment as set forth in Section 4.5(a). The allocation of the Purchase Price
(and the liabilities to be assumed by the Purchasers at the Closing pursuant to
Section 4.2(b) hereof) among the Assets shall be agreed upon by the parties.
Once the allocation has been determined, the Purchasers and the Seller shall
jointly prepare IRS Form 8594 pursuant to Temporary Treasury Regulations Section
1.1060-1T to report the allocation of the Purchase Price. The Seller and the
Purchasers each hereby covenant and agree that they will not take a position on
any tax return before any Governmental Authority or in any Proceeding that is in
any way inconsistent with such allocation and will cooperate with each other in
good faith to resolve any disagreement or dispute that may arise between them
with respect thereto.

          (b) As further consideration for the Assets, at the Closing, Enterra
Sub will deliver to the Seller a written undertaking in accordance with Section
4.4(b) hereof, whereby Enterra Sub will assume the following (collectively, the
"Assumed Liabilities"):

          (i) all of Seller's liabilities and obligations of the Business on the
     May Balance Sheet which are also liabilities and obligations described in
     the example attached as Exhibit 2, but only if and to the extent that the
     same are accrued or reserved for on the May Balance Sheet and have not been
     paid or

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