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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complete and in accordance with the books and records of Seller and present, or
will present, as the case may be, fairly in all material respects, the combined
financial position and assets and liabilities of the Business as their
respective dates and the results of its combined operations for the periods then
ended, in conformity with GAAP (subject, in the case of the interim financial
statements, to normal year-end adjustments, the effect of which, individually or
in the aggregate, will not be materially adverse, and the fact that they do not
or will not, as the case may be, contain all of the footnote disclosures
required by GAAP, except as otherwise noted therein).

     Section 2.5  Accounting Records.  The books of account and other accounting
records of the Business, all of which have been or will be made available to the
Purchasers, are complete and correct subject to normal year-end adjustments, the
effect of which, individually or in the aggregate, will not be materially
adverse, and have been maintained in accordance with Seller's normal business
practices, including, but not limited to, the maintenance of an adequate system
of internal controls.

     Section 2.6  Assets Acquired. Upon consummation of the transactions
contemplated by this Agreement, Enterra Sub shall have acquired from Seller all
of the assets (other than Excluded Assets, as defined herein) being used (or
held for use) to generate the operating results reflected in Seller's Financial
Statements.  Since the Balance Sheet Date there has been no change in the
inventory or revenue producing equipment of the Business that generated the
revenues reflected in the Seller's Financial Statements, other than changes in
the ordinary course of the Business, consistent with the past practice, which
are not material in the aggregate.

     Section 2.7  Absence of Undisclosed Liabilities. Neither any Seller nor
Energy Industries Financial Services, Inc. is liable for or subject to any
liability in connection with the Business except for:

     (a) those Liabilities disclosed on the May Balance Sheet and not heretofore
paid or discharged;

     (b) those Liabilities arising in the ordinary course of the Business
consistent with past practice under any Contract, commitment or arrangement
disclosed on Schedule 2.11 of the Disclosure Schedule or not required to be
disclosed thereon because of the term or amount involved or otherwise; and

     (c) those Liabilities incurred in the ordinary course of the Business,
consistent with past practice, and either not required to be shown on the May
Balance Sheet or arising since the Balance Sheet Date, which liabilities and
obligations individually and in the aggregate are of a character and magnitude
consistent with its past practice.

     Section 2.8  Absence of Certain Changes.  Except as and to the extent set
forth on Schedule 2.8, since May 31, 1995 (a) no Seller has in connection with
the Business (i) suffered, individually or in the aggregate, any Material
Adverse Effect or (ii) conducted the Business other than in the ordinary course,
consistent with past practice, and (b) neither Zapata Sub nor Zapata Partnership
has declared, set aside or paid any dividend, or made or agreed to make any
other distribution or payment in respect of its shares nor has it redeemed,
purchased or otherwise acquired or agreed to redeem, purchase or otherwise
acquire any of its shares.

       Section 2.9 Title to Properties: Encumbrances. Schedule 2.9 of the
Disclosure Schedule sets forth a true and complete description of all real
property used or held for use in connection with the Business. Seller has,
except for Liens which will be terminated in their entirety on or before the
Closing Date, and at the Closing will convey to Enterra Sub, unencumbered, good,
legal, and indefeasible title to all of the Assets, except for Permitted Liens
and those Assets disposed of for fair market value in the ordinary course of the
Business, consistent with past practice, since the Balance Sheet Date and
otherwise in accordance with this Agreement.

     Section 2.10 Litigation. Except as set forth on Schedule 2.10 of the
Disclosure Schedule, there are no actions, suits, claims or other proceedings
pending or, to the best knowledge of the Seller, threatened against any Seller
or involving any of its Assets, at law or in equity or before or by any foreign,
federal, state, municipal, or other governmental court, department, commission,
board, bureau, agency, Governmental Authority, or other instrumentality or
person or any board of arbitration or similar entity (a "Proceeding").  The
Seller will promptly


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