Harbinger Group Inc.
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SEC Filings

HRG GROUP, INC. filed this Form 8-K on 10/04/1995
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and assets as now owned, leased or operated. The nature of the businesses and
activities of Seller, as currently conducted, do not require Seller to be
qualified to do business in any foreign jurisdiction in which they are not so
qualified, except to the extent the failure so to comply would not have a
Material Adverse Effect.  Zapata owns all of the outstanding capital stock of
Zapata Sub and directly or indirectly owns all of the outstanding partnership
interests of Zapata Partnership.

       Section 2.2 Authority Relative to the Agreement. Each Seller has full
power and authority to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement, the performance of Seller's
obligations hereunder and the consummation of the transactions contemplated
hereby have been duly and validly authorized and approved by the Boards of
Directors of each Seller (or its general partner) and no further actions or
proceedings on the part of any Seller are necessary to authorize the execution
and delivery of this Agreement, the performance of Seller's obligations
hereunder or the consummation of the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered by each Seller, and
this Agreement constitutes the legal, valid and binding agreement of each
Seller, enforceable against each Seller in accordance with its terms, subject to
the effect of bankruptcy, insolvency, reorganization, moratorium, or other
similar laws relating to creditors' rights generally and general equitable

       Section 2.3 No Violation. Except for any filings and waiting period
requirements under the HSR Act, the consent of Seller's bank lender, preliminary
and definitive proxy material filings of Zapata with the Securities and Exchange
Commission, and approval of the stockholders of Zapata, no prior consent,
approval or authorization of, or declaration, filing or registration with, any
party, domestic or foreign, is necessary in connection with the execution,
delivery and performance of this Agreement by the Seller, the failure of which
to obtain would have a Material Adverse Effect. Neither the execution, delivery
nor performance of this Agreement in its entirety, nor the consummation of all
of the transactions contemplated hereby, will (i) violate any material
Governmental Requirement applicable to the Seller or any of the Assets, (ii) be
in conflict with, result in a breach or termination of any provision of, cause
the acceleration of the maturity of any debt or obligation pursuant to,
constitute a default under, or result in the creation of a Lien upon any
property or assets of Seller pursuant to any terms, conditions or provisions 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 (provided, however, that the parties acknowledge that
consents to assignment of the above items will be delivered by Seller to
Purchaser on or prior to the Closing Date and not on the date of this
Agreement), (iii) give rise to any Lien on any of the Assets, or (iv) conflict
with or violate any provision of the charter, Bylaws, limited partnership
agreement or other organizational documents of any Seller or resolutions of the
Board of Directors of any Seller (or any general partner thereof). There are no
Proceedings pending, or to the Seller's knowledge threatened against the Seller,
at law or in equity or before or by any Governmental Authority which may result
in liability to the Purchasers upon the consummation of the transactions
contemplated hereby or which would prevent or delay such consummation.

       Section 2.4 Financial Statements.

     (a)  The Seller has provided the Purchasers with true and complete copies
of the combined balance sheets of the Business as of May 31, 1995 (the "Balance
Sheet Date" and the combined balance sheet as of such date, the "May Balance
Sheet") and September 30, 1994 and the related income statements for the fiscal
year ended September 30, 1994 and the eight (8)-month period ended May 31, 1995,
and the Seller will provide the Purchasers with balance sheets and the related
statements of income for the Business for each monthly period (unaudited) ending
after the Balance Sheet Date and prior to the Closing Date (all of the foregoing
statements of financial position and the related statements of income of the
Business are collectively referred to as the "Seller's Financial Statements").

     (b)  Seller's Financial Statements, which are, in the case of those
financial statements existing on the date of this Agreement, attached hereto as
Schedule 2.4(b) (including without limitation all notes, schedules and
supplemental data contained in or annexed to such statements), are or will be,
as the case may be, accurate,


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