Harbinger Group Inc.
    Print Page | Close Window

SEC Filings

8-K
HRG GROUP, INC. filed this Form 8-K on 10/04/1995
Entire Document
 << Previous Page | Next Page >>
<PAGE>
 
shall recommend to its stockholders approval of the transactions contemplated
hereunder and shall take all such actions as may be reasonably required to
obtain such approvals as promptly as practicable, including, without limitation,
the solicitation of proxies.

                                  ARTICLE VII.
                             CONDITIONS TO CLOSING

     Section 7.1 Conditions to Each Party's Obligation to Close. The obligations
of each party to close the transactions contemplated hereby are subject to the
reasonable satisfaction or waiver of the following conditions on or prior to the
Closing Date:

     (a) The receipt of regulatory approvals and the expiration of any
applicable waiting period with respect thereto;

     (b) The Closing will not violate any injunction, order or decree of any
court or Governmental Authority having competent jurisdiction; and

     (c) Approval of the transactions contemplated hereunder by the stockholders
of Zapata.

     Section 7.2 Conditions to the Obligations of the Purchasers to Close. The
obligations of the Purchasers 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) Subject to Section 7.4, all representations and warranties of the
Seller 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 (except that Purchaser's satisfaction with its
review of any update by Seller to Schedule 2.8 shall also be a condition to
closing), with the same force and effect as though made on and as of the
Closing;

     (b) The Seller 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 the Seller prior
to the Closing Date;

     (c) The Seller shall have executed and delivered to the Purchasers proper
instruments for the transfer of the Assets in form and substance reasonably
satisfactory to Purchasers and their counsel in accordance with Section 4.4
hereof;

     (d) The Seller shall have furnished the Purchasers with evidence of
consents as shall be required to enable the Purchasers to continue to enjoy the
benefit of any material Governmental Authorization, lease, license, permit,
Environmental Permit, Contract or other agreement or instrument to or of which
any Seller is a party or a beneficiary as it relates to the Business, including,
without limitation, consents to assignment of the agreements listed on Exhibit
3;

     (e) The Purchasers shall have received certificates dated as of the Closing
Date executed by the President or Vice President of each Seller certifying to
the effect described in Sections 7.2(a) and 7.2(b):

     (f) The Purchasers shall have received the written opinion dated the
Closing Date of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P., counsel for the
Seller, in form and substance reasonably satisfactory to the Purchasers and
their counsel.

                                       14

 << Previous Page | Next Page >>