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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Section 12.16 specifically enforced by preliminary and permanent injunctive
relief without the necessity of proving actual damages and without posting bond
or other security.  In the event that any of the provisions of this Section
12.16 should ever be deemed to exceed the time, geographic, or any other
limitations permitted by applicable law, then such provisions shall be deemed
reformed to the maximum permitted by applicable law.

     (c) Purchasers and each Seller intend to and do hereby confer jurisdiction
to enforce the covenants set forth in this Section 12.16 upon the courts of any
jurisdiction within the geographical scope of such covenants.  In addition to
Section 12.8 hereof and not in limitation thereof, if the courts of any one or
more of such jurisdictions hold such covenants unenforceable in whole or in
part, it is the intention of Purchasers and each Seller that such determination
not bar or in any way adversely affect the right of Purchasers and their
Affiliates to equitable relief and remedies hereunder in courts of any other
jurisdiction as to breaches or violations of this Section 12.16, such covenants
being, for this purpose, severable into diverse and independent covenants.

     (d) Nothing in this Section 12.16 is intended to restrict, and shall not be
construed to restrict, Zapata's ownership, management, operation, control or
participation of its wholly owned subsidiary, Cimarron Gas Holding Company, or
its subsidiaries, which engage in the natural gas marketing, trading, gathering
and processing business and which utilizes gas compressors in connection with
such business in the ordinary course of business.

     Section 12.17 Equitable Remedies.

     Notwithstanding any other provision of this Agreement, each party will have
the right to institute judicial proceedings against the other party or anyone
acting by, through or under such other party in order to enforce the instituting
party's rights under Section 12.15 or 12.16 through specific performance,
injunction or similar equitable relief.  For this purpose, each of the parties
hereto irrevocably and unconditionally (i) agrees that any suit arising out of
this Agreement may be brought and adjudicated in the U.S. District Court for the
Southern District of Texas, or, if such court will not accept jurisdiction, in
any court of competent jurisdiction sitting in Harris County, Texas, (ii)
submits to the non-exclusive jurisdiction of any such court for the purposes of
any such suit and (iii) waives and agrees not to assert by way of motion, as a
defense or otherwise in any such suit, any claim that it is not subject to the
jurisdiction of the above courts, that such suit is brought in an inconvenient
forum or that the venue of such suit is improper.  Each of the parties hereto
also irrevocably and unconditionally consents to the service of any process,
pleadings, notices or other papers in a manner permitted by the notice
provisions of Section 12.9 hereof.

     Section 12.18 Arbitration.

     (a) Except as provided in Section 12.17, all disputes, differences or
questions arising out of or relating to this Agreement (including, without
limitation, those as to the validity, interpretation, breach, violation or
termination hereof) shall, at the written request of any party hereto, be
finally determined and settled pursuant to arbitration in Houston, Texas, by
three arbitrators, one to be appointed by Enterra, and one by Seller, and a
neutral arbitrator to be appointed by such two appointed arbitrators. The
neutral arbitrator shall be an attorney and shall act as chairman. Should (i)
either party fail to appoint an arbitrator as hereinabove contemplated within
ten (10) days after the party not requesting arbitration has received such
written request, or (ii) the two arbitrators appointed by or on behalf of the
parties as contemplated in this Section 12.18 fail to appoint a neutral
arbitrator as hereinabove contemplated within ten (10) days after the date of
the appointment of the last arbitrator appointed, then any person sitting as a
Judge of the United States District Court for the Southern District of Texas,
Houston Division, upon application of Seller or of Enterra, shall appoint an
arbitrator to fill such position with the same force and effect as though such
arbitrator had been appointed as hereinabove contemplated.

     (b) The arbitration proceeding shall be conducted in Houston, Texas, in
accordance with the Rules of the American Arbitration Association. A
determination, award or other action shall be considered the valid action of the
arbitrators if supported by the affirmative vote of two or three of the three
arbitrators. The costs of arbitration (exclusive of attending the arbitration,
and of the fees and expenses of legal counsel to such party, all of which shall
be borne by such party) shall be shared equally by Purchasers and Seller. The
arbitration award shall be final and

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