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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resulting directly from Purchasers' entry or conduct of such testing. Purchasers
shall be responsible for disposal of any waste or materials generated during
such investigation in accordance with any applicable Governmental Requirements.
Upon Seller's request, Purchasers shall provide Seller a copy of any such
written test methodologies or results which relate to the Assets. Purchasers
shall maintain the confidentiality of such test results in accordance with
Section 6.4. The Purchasers agree that all discussions and communications with
suppliers and customers of the Seller will be with the consent and cooperation
of the Seller.

     Section 6.2 Miscellaneous Agreements and Consents. Subject to the terms and
conditions of this Agreement, the Purchasers and the Seller agree to use their
good faith, reasonable best efforts to take, or cause to be taken, all actions,
and to do, or cause to be done, all things necessary, proper, or advisable under
applicable laws and regulations to consummate and make effective, as soon as
practicable after the date hereof, the transactions contemplated by this
Agreement, including, without limitation, making the required filings under the
HSR Act and seeking the early termination or expiration of the waiting period
thereunder.  Purchasers agree to pay the filing fee in connection with the HSR
Act filings.

     Section 6.3 Public Announcement. Except as determined under applicable law
by counsel to the Seller or the Purchasers, the timing and content of any
announcements, press releases or other public statements concerning the matters
contained herein will occur upon, and be determined by, the mutual consent of
the Seller and the Purchasers.

     Section 6.4 Confidentiality. Without the express written consent of all of
the parties hereto, each of the parties hereto agrees to maintain in confidence
and not disclose to any other person the terms of the transactions contemplated
herein or the information delivered in connection with the Purchasers' due
diligence investigation, other than disclosures required to obtain the approvals
for the transactions contemplated hereby, disclosures to those professionals and
advisors who have a need to know, disclosures of information already available
to the public or any other disclosures required by applicable law or judicial,
regulatory or administrative proceeding. In the event that any Purchaser or any
Seller is at any time requested or required (by oral questions, interrogatories,
request for information or documents, subpoena or other similar process) to
disclose any information supplied to it in connection with the transactions
contemplated hereby, such party agrees to provide the other parties hereto
prompt notice of such request so that an appropriate protective order may be
sought and/or such other party may waive the first party's compliance with the
terms of this Section 6.4.

     Section 6.5 Certain Post-Closing Assistance by Purchasers. Purchasers agree
to cause the appropriate personnel to assist Seller in the prosecution or
defense of any claims and litigation (including counterclaims filed by Seller)
for which Seller has indemnified Purchasers hereunder. Such services shall be
rendered by Purchasers to Seller at no cost and expense to Seller except that
Seller shall reimburse Purchasers for any reasonable out-of-pocket travel and
similar expenses incurred by the personnel of Purchasers in performing these
functions.

     Section 6.6 Zapata Name. Purchasers acknowledge and agree that no rights of
any kind whatsoever in the name "Zapata" are being granted or transferred in
connection with this Agreement. At all times after the Closing Date, Purchasers
shall refrain from using the word "Zapata" or any word or expression similar
thereto in the name under which Purchasers do business or in any corporate name,
trademark, service mark or other name or mark used in connection with their
business. As promptly as practicable after the Closing Date, but in any event
within thirty (30) days after the Closing Date, the name "Zapata" shall be
removed by Purchasers from all of the Assets, including any stationery, business
cards, forms or other documents.

     Section 6.7 Compliance with Bulk Sales Laws. The Purchasers and the Seller
hereby waive compliance with the bulk sales law and any other similar laws in
any applicable jurisdiction in respect of the transactions contemplated by this
Agreement.

     Section 6.8 Stockholder Meeting. Zapata shall call and hold a meeting of
its stockholders to be held as soon as is practicable for the purpose of voting
on the transactions contemplated hereunder.  Zapata's Board of Directors

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