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1. Each Seller covenants and agrees with Buyer
that for a period of five years from and after the date
hereof, each Seller shall not, directly or indirectly,
own, control, manage, operate, join, participate in the
ownership, management, operation or control of, or be
connected in any manner * * * anywhere within all
geographic areas which are covered by or which Buyer
has a right to serve under any cable television
franchises or other agreements within the State of
Florida currently held by the Buyer or any of its
affiliates or granted to Buyer or any of its affiliates
within five years from the date hereof, except for
(i) the communities of Mexico Beach and Deer Point
Lake, both in Bay County, Florida, Port St. Joe in Gulf
County, Florida and Apalachicola in Franklin County,
Florida, and (ii) any other communities within the Bay
County, Florida franchise area which are not served or
proposed to be served by Buyer or any of its affiliates
and which have been offered to and refused by Buyer
pursuant to the Service Agreement. The parties
acknowledged that Sellers may build cable television
systems for the communities of Mexico Beach and Deer
Point Lake, both in Bay County, Florida, Port St. Joe,
in Gulf County, Florida and Apalachicola in Franklin
County, Florida and such shall not be construed as a
violation of this Covenant Not to Compete. * * *
On December 28, 1988, Gay went to Hess' office and asked
Hess to prepare minutes reflecting that on that day the
shareholders of ACT voted to liquidate the corporation. Hess
prepared the minutes, which included resolutions that the board
of directors and shareholders of ACT voted to liquidate and
dissolve the corporation in accordance with section 337 of the
Internal Revenue Code of 1954. No meeting or other action of the
shareholders occurred on December 28, 1988. Gay died several
weeks after the meeting with Hess.
In October 1989, ACT's 1988 Form 1120 tax return had not yet
been prepared by WCWC. Shepard wrote a memorandum to Briggs on
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Last modified: May 25, 2011