Harbinger Group Inc.
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SEC Filings

PRER14A
HRG GROUP, INC. filed this Form PRER14A on 11/14/1995
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expense of the Indemnified Person. The Indemnified Person's right to participate
in the defense or response to any Proceeding should not be deemed to limit or
otherwise modify its rights under this Article. In the event that the
Indemnifying Person, within ten (10) business days after notice of any such
Proceeding, fails to acknowledge its obligation to indemnify hereunder and to
assume the defense thereof, the Indemnified Person shall have the right to
undertake the defense, compromise or settlement of such Proceeding for the
account of the Indemnifying Person, subject to the right of the Indemnifying
Person to assume the defense of such Proceeding with counsel reasonably
satisfactory to the Indemnified Person at any time prior to the settlement,
compromise or final determination thereof. Anything in this Article to the
contrary notwithstanding, the Indemnifying Person shall not, without the
Indemnified Person's prior written consent, settle or compromise any Proceeding
or consent to the entry of any judgment with respect to any Proceeding for
anything other than money damages paid by the Indemnifying Person. The
Indemnifying Person may, without the Indemnified Person's prior written consent,
settle or compromise any such Proceeding or consent to entry of any judgment
with respect to any such Proceeding that requires solely the payment of money
damages by the Indemnifying Person and that includes as an unconditional term
thereof the release by the claimant or the plaintiff of the Indemnified Person
from all liability in respect of such Proceeding. As a condition to asserting
any rights under this Article, each of the Purchasers' Indemnified Persons must
appoint Enterra, and each of the Seller's Indemnified Persons must appoint
Zapata, as their sole agents for all matters relating to any claim under this
Article. Subject to compliance with the time limitations set forth in Section
9.1 hereof, the Indemnified Person's failure to give prompt written notice to
the Indemnifying Person of any actual, threatened or possible demand which may
give rise to a right of indemnification hereunder shall not relieve the
Indemnifying Person of any liability which the Indemnifying Person may have to
the Indemnified Person unless the failure to give such notice materially and
adversely prejudiced the Indemnifying Person.

     Section 10.4 Limitations.

     (a) An Indemnifying Person shall have no liability under Section 10.1(a) or
10.2(a) unless notice of a claim for indemnity, or notice of facts as to which
an indemnifiable Loss is expected to be incurred, shall have been given within
the periods specified in Section 9.1.

     (b) In calculating the amount of any Loss for which any Indemnifying Person
is liable under this Article X, there shall be taken into consideration the
value of any federal or state income tax effects on the Indemnified Person that
result from the circumstances to which the Loss related or from which the Loss
arose as well as any payments made by any Indemnifying Person.

     Section 10.5 Limitation of Seller's Liability.

     (a) Notwithstanding anything to the contrary contained in Section 10.1,
after the Closing, the aggregate liability of the Seller for any Loss,
individually or in the aggregate with all other Losses covered by this
Agreement, for which indemnification is required by Seller on behalf of
Purchasers' Indemnified Persons pursuant to Section 10.1, shall be limited to
(i) the aggregate amount of the Excluded Liabilities (which may be used to
satisfy only the Excluded Liabilities) and (ii) $4,000,000 (for all other
matters, exclusive of a termination described in Section 8.2(c), for which
liability shall be unlimited).  The matters referred to in the immediately prior
parenthetical shall include, without limitation, all matters described in
Section 10.1(a), (b), (d), (e) and (f) and the qualifier set forth immediately
after Section 10.1(f).

     (b) The Purchasers' Indemnified Persons are entitled to indemnification
pursuant to Section 10.l only to the extent that the amount of any Loss,
individually or in the aggregate with all other Losses covered by this
Agreement, exceeds $250,000 and is not an Assumed Liability and in such event
the Purchasers' Indemnified Persons shall be entitled, subject to Section
10.5(a) hereof, to recover the full amount of such Loss in excess of $250,000.
Such $250,000 limitation shall not apply, however, to (i) a Net Asset Value
adjustment payment pursuant to Section 4.5, or (ii) Seller's obligations
pursuant to Section 12.2.

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