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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(v)  "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
     as amended, together with all rules and regulations promulgated thereunder.

(w)  "Indemnified Person" shall have the meaning specified in Section 10.3.

(x)  "Indemnifying Person" shall have the meaning specified in Section 10.3.

(y)  "Inventories" means all inventories used or held for use in connection with
     the Business, including without limitation, finished goods, work-in-
     progress and raw materials.

(z)  "IRS" means the Internal Revenue Service.

(aa) "Liability" means any debt, obligation, duty, liability or obligation of
     any nature (including any guaranty, endorsement, claim, loss, damage,
     deficiency, cost, expense, obligation or responsibility, whether or not
     accrued, absolute, undisclosed, unfixed, unliquidated, unsecured,
     unmatured, unaccrued, contingent, conditional, inchoate, implied,
     vicarious, joint, several or secondary liability), regardless of whether
     such debt, obligation, duty, liability or obligation would be required to
     be disclosed on a balance sheet prepared in accordance with GAAP.

(bb) "Lien" means any mortgage, pledge, hypothecation, assignment, deposit,
     arrangement, encumbrance, lien (statutory or otherwise), security interest
     or preference, priority or other security agreement or preferential
     arrangement of any kind or nature whatsoever.

(cc) "Loss" means any loss, damage, injury, Liability, claim, demand,
     Proceeding, settlement judgment, award, punitive damage, award, fine,
     penalty, Tax, fee, charge, cost or expense (including, without limitation,
     costs of attempting to avoid or in opposing the imposition thereof,
     interest, penalties, costs of preparation and investigation, and the fees,
     disbursements and expenses of attorneys, accountants and other professional
     advisors). In calculating the dollar amount of any Loss, an allowance shall
     be made for any insurance proceeds or other amounts, including any Tax
     benefits, that may be recovered in connection therewith (subject to
     reduction for any premium relating thereto).

(dd) "Material Adverse Effect" shall mean any material adverse change in the
     condition (financial or otherwise), assets, Liabilities, reserves,
     business, or results of operations of the Business.

(ee)  "PBGC" means the Pension Benefit Guaranty Corporation.

(ff) "Permitted Lien" means the following:

     (i)  Liens for taxes not due or due but not yet delinquent or which are
          being contested in good faith by appropriate proceedings and for which
          adequate reserves have been established;

     (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or
          other like Liens arising as required in the conduct of its Business
          and not overdue for a period of more than sixty (60) days or which are
          being contested in good faith by appropriate proceedings and other
          non-consensual Liens arising as required in the conduct of its
          Business and removed within thirty (30) days of the date on which the
          entity on whose property the Lien is imposed knows or reasonably
          should have known of the existence thereof or which are being
          contested in good faith by appropriate proceedings, in each case for
          which adequate reserves have been established;

     (iv) deposits to secure the performance of bids, trade contracts (other
          than for borrowed money), leases, statutory obligations, surety and
          appeal bonds, performance bonds and other obligations of a like nature
          incurred as required in the ordinary course of the Business.
          consistent with past practice;

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