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(c) Seller shall pay all transfer taxes, stamp taxes, or other
taxes, if any, arising out of the purchase and sale of the Envirodyne Shares
and payment of the Purchase Price therefor. Each party agrees to execute and
deliver such further documents and instruments as may be necessary from time to
time after the Closing to effectuate the transactions contemplated hereunder.
SECTION 4. Payment of Purchase Price.
-------------------------
(a) Subject to Sections 4(b), 6 and 11, on the Closing Date, in
payment for delivery of the Envirodyne Shares, Purchaser shall deliver to the
Sellers the Purchase Price by wire transfer of immediately available funds to a
single bank account previously designated to the Purchaser by Sellers for the
benefit of all Sellers. Purchaser shall have no responsibility to ensure that
the proper amount of the aggregate Purchase Price is received by each specific
Seller for its Envirodyne Shares.
(b) (i) If Purchaser shall fail to perform its obligation under
Section 4(a) by or before 5:00 p.m. (est) on the Closing Date
for any reason other than a material breach by Sellers of this
Agreement, then, subject to Section 4(b)(ii), Sellers may
deliver to the Escrow Agent the certificate referred to in
Paragraph 2(b) of the Escrow Agreement and either (A) request
the Escrow Agent to return the Envirodyne Shares and
Distributions to them and the Zapata Shares (hereinafter
defined in Section 5 (c)) and the fee to be paid Libra
Investments, Inc. ("Libra") to the Purchaser and terminate
this Agreement by giving notice to the Purchaser and the
Escrow Agent thereof, or (B) request the Escrow Agent to sell
in one or more unsolicited agency transactions on the New
York Stock Exchange or in private transactions a sufficient
number of the Zapata Shares prior to the close of trading on
the 30th day after the Escrow Agent receives such certificate
(subject to restrictions on offers and sales during
"black-out" periods referred to in the SLA (hereinafter
defined in Section 9(k)), which, if such period exists during
any such 30 day period, will result in extending the 30 day
period on a day-for-day basis) so that the net proceeds
thereof will equal the unpaid Purchase Price (including
interest to the settlement date of such sales).
Notwithstanding the foregoing, the Purchaser may pay the
Purchase Price or any portion thereof at any time after the
Closing by the method provided for in Section 4(a) above.
(ii) Prior to making any request of the Escrow Agent as
set forth in Section 4(b)(i)(B) above, Sellers shall give
Purchaser five days advance, written notice of their election
to deliver such a certificate and
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