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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     (e) By Enterra or Zapata, if any court of competent jurisdiction in the
United States of America or other federal or state governmental body shall have
issued an order, decree or ruling or taken any other action restraining,
enjoining or otherwise prohibiting the transactions herein contemplated and such
order, decree, ruling or other action shall have been final and nonappealable.

     Section 8.2 Effect of Termination. The following provisions shall apply in
the event of a termination of this Agreement:

     (a) If this Agreement is terminated by either Enterra or Zapata as
permitted under Section 8. l(a) or (e) hereof and not as the result of the
failure of any party to perform its obligations hereunder, such termination
shall be without liability to any party to this Agreement or any stockholder,
partner, director, officer, employee, agent or representative of such party.

     (b) If this Agreement is terminated as a result of the failure of
Purchasers to perform their obligations hereunder, Purchasers shall be fully
liable for any and all damages (other than special, consequential or punitive
damages) sustained or incurred by Seller.

     (c) If this Agreement is terminated as a result of the failure of Seller to
perform its obligations hereunder, Seller shall be fully liable for any and all
damages (other than special, consequential or punitive damages) sustained or
incurred by Purchasers.

     (d) Seller and Purchasers agree that the provisions of Sections 6.4 and
12.3 shall survive any termination of this Agreement. In the event of such
termination, each party promptly will destroy or, if requested, redeliver to the
other party all documents, work papers and other materials furnished by such
party relating to the transactions contemplated hereby (including all copies
made thereof). All confidential information received by any party, or any
employee, agent or representative of any party, concerning the other party shall
continue to be treated in accordance with the confidentiality obligations set
forth in Section 6.4.

     Section 8.3 Amendment. This Agreement may not be amended except by an
instrument in writing signed by all the parties.

     Section 8.4 Extension; Waiver. At any time prior to the Closing Date,
Purchasers or Seller may (i) extend the time for the performance of any of the
obligations or other acts of the non-extending party, (ii) waive any
inaccuracies in the representations and warranties contained herein or in any
document, certificate or writing delivered pursuant hereto by the non-waiving
party, or (iii) waive compliance with any of the agreements or conditions
contained herein by the non-waiving party. Any agreement on the part of any
party to any such extension or waiver shall be valid only if set forth in an
instrument in writing signed on behalf of such party.

                                  ARTICLE IX.
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

     Section 9.1 Survival of Representations and Warranties. The parties hereto
agree that their respective representations and warranties contained in this
Agreement shall survive for a period of one year after the Closing Date and
shall thereafter terminate and be of no further force or effect, except that (a)
all representations and warranties set forth in Sections 2.1, 2.2, 2.9, 3.1 and
3.2 hereof shall survive the Closing Date without limitation, (b) the
representations and warranties set forth in Section 2.15 hereof shall survive
for a period of five (5) years after the Closing Date, and (c) any
representation or warranty as to which a claim (including, without limitation, a
contingent claim) has been asserted in writing by a party and delivered to the
other party during the survival period shall continue in effect with respect to
such claim until such claim shall have been finally resolved or settled.
Notwithstanding any investigation or audit conducted before or after the Closing
Date or the decision of any party to complete the Closing, each party shall be
entitled to rely upon the representations and warranties of the other party or
parties set forth herein.

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