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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     Section 12.11 Gender: "Including" is Not Limiting; Descriptive Headings.
The masculine and neuter genders used in this Agreement each includes the
masculine, feminine and neuter genders, and the singular number includes the
plural, each where appropriate, and vice versa. Wherever the term "including" or
a similar term is used in this Agreement, it shall mean "including by way of
example only and without in any way limiting the generality of the clause or
concept referred to." The descriptive headings are inserted for convenience of
reference only and are not intended to be part of or to affect the meaning or
interpretation of this Agreement.

     Section 12.12 Parties in Interest. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto and the other Purchasers'
Indemnified Parties and Seller's Indemnified Parties, and nothing in this
Agreement, express or implied, is intended to confer upon any other person any
rights or remedies of any nature whatsoever under or by reason of this
Agreement.

     Section 12.13 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.

     Section 12.14 Incorporation by Reference. Any and all schedules, exhibits,
annexes, statements, reports, certificates or other documents or instruments
referred to herein or attached hereto are incorporated herein by reference
hereto as though fully set forth at the point referred to in the Agreement.

     Section 12.15 Non-Competition Agreement with Peter M. Holt and Benjamin D.
Holt, Jr.  Seller agrees to enforce Seller's rights under the Non-Competition
Agreement dated November 9, 1993 among Zapata, Peter M. Holt and Benjamin D.
Holt, Jr. (the "Holt Non-Competition Agreement") in accordance with its terms;
provided, however, the Purchasers shall promptly reimburse Seller for any costs
or expenses (including, without limitation, attorneys' fees) incurred by Seller
as a result of such action.  Seller agrees not to amend the Holt Non-Competition
Agreement, or grant the waiver described in Section 5 of the Holt Non-
Competition Agreement, without the prior written consent of Purchasers.  Each
Seller acknowledges that any violation of this Section 12.15 will result in
irreparable injury to the Purchasers and their Affiliates and that damages at
law would not be reasonable or adequate compensation to the Purchasers and their
Affiliates for a violation of this Section 12.15 and that Purchasers and their
Affiliates shall be entitled to have the provisions of this Section 12.15
specifically enforced by preliminary and permanent injunctive relief without the
necessity of proving actual damages and without posting bond or other security.

     Section 12.16 Non-Competition by Seller; Equitable Remedies.

     (a) Until three years after the Closing Date, Seller agrees that it will
not, anywhere in the world, unless acting in accordance with Enterra's prior
written consent: (i) own directly or indirectly, manage, operate or control or
participate in the ownership, management, operation or control of, or be
connected as a principal, agent, representative, consultant, investor, owner,
partner, manager or joint venturer with, or permit its name to be used by or in
connection with, any business or enterprise engaged anywhere in the world, in
any aspect of the Business, provided that Seller may invest as an investor in
the voting securities of any person that is a reporting company under the
Securities Exchange Act of 1934, as amended, so long as (A) the aggregate amount
of such securities that Seller owns directly or indirectly is less than five
percent of the total outstanding voting securities of such person and (B) Seller
is not otherwise an Affiliate with respect to such person, or (ii) solicit the
employment of any person who on the Closing Date, or who within two years
thereafter, is employed by Purchasers on a full or part-time basis, provided,
however, that Seller may have employment discussions with, and hire, those
persons who approach Seller of their own volition.

     (b) Each Seller acknowledges that (i) the provisions of this Section 12.16
are reasonable and necessary to protect the legitimate interests of Purchasers
and their Affiliates, (ii) the Business is international in scope, (iii) any
violation of this Section 12.16 will result in irreparable injury to the
Purchasers and their Affiliates and that damages at law would not be reasonable
or adequate compensation to the Purchasers and their Affiliates for a violation
of this Section 12.16 and (iv) Purchasers and their Affiliates shall be entitled
to have the provisions of this

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