Covenants and Further Assurances. (a) Seller and OTC hereby covenant and agree to have Price Waterhouse LLP, their independent auditors, prepare audited financial statements (the "Audited Financial Statements"), including the Closing Balance Sheet for Seller and ODM on a consolidated basis for the two year period ending February 28, 1998. Seller shall cause the Audited Financial Statements to be completed in accordance with Generally Accepted Accounting Principles and delivered to Purchaser on or before May 15, 1998. Purchaser agrees to share the additional costs and expenses incurred by Seller to obtain the Audited Financial Statements over and above the costs and expenses incurred to prepare the audited financial statements of OTC, Seller, ODM and their affiliates on a consolidated basis. Purchaser shall provide to Seller's independent auditors reasonable cooperation and all necessary information and assistance to permit Seller to prepare such Closing Balance Sheet. (b) Within ninety (90) days after the Closing Date, Seller shall pay to Purchaser an amount equal to the sum of (i) the amount, if any by which the Net Asset Value is less than $1,400,000.00 and (ii) the amount, if any, by which the Accounts Payable exceeds $1,800,000.00; (c) Seller and OTC hereby covenant to remit to the appropriate Mexican governmental authorities or pay or reimburse the Purchaser the amount of all payroll and withholding taxes and deductions required to be withheld for or on behalf of the employees of ODM for the period through and including February 28, 1998 in excess of the amount, if any, reflected therefor on the Closing Balance Sheet. (d) Seller will pay all earned, accrued and unpaid vacation obligations (the "Oryx Vacation Pay") to its employees as of February 28, 1998. Purchaser agrees to reimburse to Seller an amount equal to the Oryx Vacation Pay not to exceed $102,506 and associated employer paid payroll taxes and an amount equal to Seller's payroll for the period February 28, 1998 through March 4, 1998 not to exceed $19,168 and related employer paid payroll taxes, and medical and life insurance benefit premiums not to exceed $10,000, in the aggregate, at the end of the Earn Out Period, subject to offset for any available adjustments to Earn Out Payments then and thereafter due based on Oryx Sales. (e) Seller and OTC agree to pay to Purchaser at the end of the Earn Out Period any amount pursuant to Section 2.3(b)(vi) which has not then been offset by any available Earn Out Payment. (f) If any payment obligation provided for under this Section 4.3 is not paid when due or within ten (10) days after demand therefor (where no specific due date is indicated), the amount of such payment obligation shall bear interest at a rate equal to the prime rate of interest in effect at The Chase Manhattan Bank plus three (3%) percent. (g) At any time and from time to time after the Closing, at any Party's request and without further consideration, the other Party or Parties, as the case may be, will execute and deliver such other instruments of sale, transfer, conveyance, assignment and delivery and take such action as the requesting Party may reasonably deem necessary or desirable in order to more effectively transfer, convey, assign and deliver to such requesting Party what it seeks in order to effectuate the transactions contemplated hereunder.
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Covenants and Further Assurances. (a) Seller and OTC hereby covenant and agree to have Price Waterhouse LLP, their independent auditors, prepare audited financial statements (the "Audited Financial Statements"), including the Closing Balance Sheet for Seller and ODM on a consolidated basis for the two year period ending February 28, 1998. Seller shall cause the Audited Financial Statements to be completed in accordance with Generally Accepted Accounting Principles and delivered to Purchaser on or before May 15, 1998. Purchaser agrees to share the additional costs and expenses incurred by Seller to obtain the Audited Financial Statements over and above the costs and expenses incurred to prepare the audited financial statements of OTC, Seller, ODM and their affiliates on a consolidated basis. Purchaser shall provide to Seller's independent auditors reasonable cooperation and all necessary information and assistance to permit Seller to prepare such Closing Balance Sheet.
(b) Within ninety (90) days after the Closing Date, Seller shall pay to Purchaser an amount equal to the sum of (i) the amount, if any by which the Net Asset Value is less than $1,400,000.00 and (ii) the amount, if any, by which the Accounts Payable exceeds $1,800,000.00;
(c) Seller and OTC hereby covenant to remit to the appropriate Mexican governmental authorities or pay or reimburse the Purchaser the amount of all payroll and withholding taxes and deductions required to be withheld for or on behalf of the employees of ODM for the period through and including February 28, 1998 in excess of the amount, if any, reflected therefor on the Closing Balance Sheet.
(d) Seller will pay all earned, accrued and unpaid vacation obligations (the "Oryx Vacation Pay") to its employees as of February 28, 1998. Purchaser agrees to reimburse to Seller an amount equal to the Oryx Vacation Pay not to exceed $102,506 and associated employer paid payroll taxes and an amount equal to Seller's payroll for the period February 28, 1998 through March 4, 1998 not to exceed $19,168 and related employer paid payroll taxes, and medical and life insurance benefit premiums not to exceed $10,000, in the aggregate, at the end of the Earn Out Period, subject to offset for any available adjustments to Earn Out Payments then and thereafter due based on Oryx Sales.
. (e) Seller and OTC agree to pay to Purchaser at the end of the Earn Out Period any amount pursuant to Section 2.3(b)(vi) which has not then been offset by any available Earn Out Payment.
(f) If any payment obligation provided for under this Section 4.3 is not paid when due or within ten (10) days after demand therefor (where no specific due date is indicated), the amount of such payment obligation shall bear interest at a rate equal to the prime rate of interest in effect at The Chase Manhattan Bank plus three (3%) percent.
(g) At any time and from time to time after the Closing, at any Party's request and without further consideration, the other Party or Parties, as the case may be, will execute and deliver such other instruments of sale, transfer, conveyance, assignment and delivery and take such action as the requesting Party may reasonably deem necessary or desirable in order to more effectively transfer, convey, assign and deliver to such requesting Party what it seeks in order to effectuate the transactions contemplated hereunder.
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