Harbinger Group Inc.
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SEC Filings

DEF 14A
HRG GROUP, INC. filed this Form DEF 14A on 11/15/1995
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Statement of Net Assets shall be accompanied by Enterra's calculation based
thereon of the amount by which the Assets exceed the Assumed Liabilities (the
amount of such excess, the "Net Asset Value", and Purchasers' calculation
thereof, "Purchasers' Calculation of Net Asset Value"). Zapata shall have the
opportunity, but not the obligation, to participate in Enterra's preparation of
the Purchasers' Calculation of Net Asset Value. Within ten (10) days following
the delivery of the Purchasers' Calculation of Net Asset Value, Zapata shall
notify Enterra whether it agrees or disagrees with the determination of the
Purchasers' Calculation of Net Asset Value, and, if Zapata disagrees, Enterra
and Zapata shall, on a good faith basis, seek to reconcile their disagreement
regarding the Purchasers' Calculation of Net Asset Value and Zapata's
calculation of Net Asset Value ("Zapata's Calculation of Net Asset Value"). The
calculation of Net Asset Value agreed upon by the Purchasers and Zapata shall be
referred to herein as the "Agreed Upon Net Asset Value".  Zapata and Enterra
shall each have access to the other party's books, records and other information
and documents supporting such other party's calculation of Net Asset Value.

     (b) If, after the review set forth in Section 4.5(a), Enterra and Zapata
reconcile Zapata's Calculation of Net Asset Value with the Purchasers'
Calculation of Net Asset Value, then within three (3) business days, as the case
may be: (i) the Seller shall pay the Purchasers by wire transfer of immediately
available funds the amount by which the Interim Net Asset Value Adjustment
exceeds the Agreed Upon Net Asset Value, or (ii) the Purchasers shall pay to the
Seller by wire transfer of immediately available funds the amount by which the
Agreed Upon Net Asset Value exceeds the Interim Net Asset Value Adjustment. Any
such amounts paid pursuant to this Section 4.5(b) shall be considered an
increase or decrease, as the case may be, to the Purchase Price.

     (c) If, after the review set forth in Section 4.5(a), Enterra and Zapata
are unable to reconcile Zapata's Calculation of Net Asset Value with the
Purchasers' Calculation of Net Asset Value, as soon as practical, and in any
event within ten (10) days, the calculation of Net Asset Value and the balance
owing to the Purchasers or the Seller hereunder, as the case may be, shall be
determined jointly by Coopers & Lybrand, L.L.P., Houston, Texas and another
independent, Big Six accounting firm to be named by Enterra.  The Net Asset
Value as determined jointly by such accounting firms shall be referred to herein
as the "Accountants' Calculation of Net Asset Value".  In making such
determination, to the extent that there is a conflict between the methodology
set forth in the example attached as Exhibit 2 and GAAP, then the methodology
set forth in the example attached as Exhibit 2 shall control.  If Coopers &
Lybrand, L.L.P. and such accounting firm named by Enterra shall not be able to
agree on the Net Asset Value and the balance owing to the Purchasers or the
Seller hereunder, as the case may be, within thirty (30) days, then such
accounting firms shall select a third nationally recognized accounting firm
which shall determine the Net Asset Value and the balance owing to the
Purchasers or the Seller hereunder, as the case may be, and the determination of
such third accounting firm shall be final and binding on the parties hereto. The
fees and expenses of such accounting firms shall be borne equally by  Zapata and
Enterra. The parties hereto agree to cooperate fully with such accounting firms
and furnish such firms with such information as they may require to make such
determination.

     (d) After the determination of the Net Asset Value and the balance owing to
the Purchasers or the Seller hereunder, as the case may be, by the accounting
firm or firms provided for in Section 4.5(c), within three (3) days after such
determination: (i) the Seller shall pay to the Purchasers by wire transfer of
immediately available funds the amount by which the Interim Net Asset Value
Adjustment exceeds the Accountants' Calculation of Net Asset Value, or (ii) the
Purchasers shall pay to the Seller by wire transfer of immediately available
funds the amount by which the Accountants' Calculation of Net Asset Value
exceeds the Interim Asset Value Adjustment.  Any such excess amounts paid
pursuant to this Section 4.5(d) shall be considered an increase or decrease, as
the case may be, to the Purchase Price.

     (e) Nothing in this Section 4.5 shall preclude any party from exercising,
or shall adversely affect any right or remedy available to it hereunder or limit
in any respect the exercise of, any right or remedy available to it hereunder
for misrepresentation or breach of warranty hereunder, but neither the
Purchasers nor any Seller shall have the right to dispute the Net Asset Value or
any element of the calculation thereof once it has been finally determined in
accordance with Section 4.5(a) or (c) hereof.

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