Harbinger Group Inc.
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SEC Filings

8-K
HRG GROUP, INC. filed this Form 8-K on 10/04/1995
Entire Document
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event shall the Purchasers assume or incur any liability or obligation under
Section 4.2(b) or otherwise (i) in respect of any Tax payable with respect to
the sales, assets or income of the Seller, (ii) based upon Seller's employment
of persons at any time except for the reimbursement arrangement set forth in
Section 11.1(b), or (iii) with respect to each item included as a liability in
the Net Asset Value calculation provided for in Section 4.5, any liability in
excess of the amount relating to such item included in such calculation (and
which is not otherwise superseded by Section 12.2).

     (d) The Purchasers shall pay all sales, use, documentary and transfer
Taxes, if any, due as a result of the sale of the Assets and other transactions
undertaken pursuant to this Agreement.

     Section 4.3  Closing. The closing of the purchase and sale (the "Closing")
provided for in this Agreement shall take place at the offices of Liddell, Sapp,
Zivley, Hill & LaBoon, L.L.P., Texas Commerce Tower, Houston, Texas 77002 at
10:00 a.m. on the date which is the later of forty-five (45) days after the date
hereof or five (5) days following satisfaction or waiver of all conditions set
forth in Sections 7.1(a) and (c) and 7.2(d). Subject to the provisions of
Article VIII hereof, failure to consummate the purchase and sale provided for in
this Agreement on the date and time and at the place determined pursuant to this
Section 4.3 shall not result in the termination of this Agreement and shall not
relieve any parties to this Agreement of any obligation hereunder. For purposes
of this Agreement, the date on which the Closing occurs is the "Closing Date".

     Section 4.4  Closing Deliveries.

     (a) At the Closing, the Seller shall deliver to the Purchasers such deeds,
bills of sale, endorsements, assignments and other good and sufficient
instruments of conveyance, transfer and assignment, in form and substance
reasonably satisfactory to counsel for the Purchasers, as shall be effective to
vest in the Enterra Sub good and indefeasible title to the Assets, subject only
to Permitted Liens; deliver to Enterra Sub all of the Assets, including, without
limitation, leases, contracts and commitments, books and records and other data
relating to the Business and deliver to the Purchasers such other documents as
may be required by this Agreement.

     (b) At the Closing, the Purchasers shall cause to be transferred to the
Seller in immediately available funds the Purchase Price, increased or
decreased, as the case may be, based on Zapata's calculation of Net Asset Value
on the date of the most recently delivered balance sheet in Seller's Financial
Statements to the extent that such Net Asset Value is greater than, or less
than, as the case may be, One Hundred Six Million, Six Hundred Twenty-Three
Thousand, Nine Hundred and Sixty-Eight Dollars ($106,623,968) ("Interim Net
Asset Value Adjustment"), subject to adjustment pursuant to the Footnote to
Exhibit 2 and also pursuant to Section 4.5.  Zapata's calculation shall utilize
the same methods and criteria employed by Zapata in connection with the
preparation of the May Balance Sheet and the example set forth in Exhibit 2, to
the extent such methods and criteria are consistent with GAAP.  In making such
calculation, to the extent that there is a conflict between the methodology set
forth in the example attached as Exhibit 2 and GAAP, then the methodology set
forth in the example attached as Exhibit 2 shall control.  At the Closing, the
Purchasers shall also deliver to the Seller such instruments, in form and
substance reasonably satisfactory to counsel for the Seller, as shall be
necessary for Enterra Sub to assume the Assumed Liabilities; and deliver to the
Seller such other documents as may be required by this Agreement.

     Section 4.5  Net Asset Value Adjustment.

     (a) As soon as reasonably practical following (but not more than ninety
(90) days after) the Closing Date, Enterra shall prepare and deliver to Zapata a
statement of Assets and Assumed Liabilities as of the Closing Date (the
"Statement of Net Assets"). The Statement of Net Assets shall be prepared using
the same methods and criteria employed by the Seller in connection with the
preparation of the May Balance Sheet and the example set forth in Exhibit 2, to
the extent such methods and criteria are consistent with GAAP.  In making such
calculation, to the extent that there is a conflict between the methodology set
forth in the example attached as Exhibit 2 and GAAP, then the methodology set
forth in the example attached as Exhibit 2 shall control.  All expenses incurred
in connection with the preparation of the Statement of Net Assets shall be the
responsibility of the Purchasers. The

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