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FCI agreed to pay TRW for the three noncompetition
agreements as follows: (a) United States and Europe (US-Europe),
$8 million; (b) Germany, $4 million; and (c) Austria,
$3 million.6 FCI intended for Burndy-US to manufacture air bag
connectors for sale in the United States and for FC-Italy to
manufacture them for sale in Europe. The German and Austrian
noncompetition agreements primarily benefited FC-Germany.
The US-Europe noncompetition agreement primarily benefited
Burndy-US and FC-Italy.
FCI bought the assets, stock, and covenants not to compete
from TRW Daut & Reitz on December 22, 1992. FCI paid TRW
$10,663,467 for the U.S. assets of TRW Daut & Reitz and the US-
Europe noncompetition agreement. FCI transferred the U.S. assets
of TRW Daut & Reitz and the US-Europe noncompetition agreement to
Burndy-US on December 22, 1992. In exchange for the assets and
US-Europe noncompetition agreement, Burndy-US agreed to transfer
to FCI property totaling $10,663,467, consisting of the stock of
FC-Germany, FC-United Kingdom, FC-Netherlands, and FC-Sweden, and
cash. Burndy-US transferred the stock of FC-Germany to FCI in
December 1992, and the stock of FC-United Kingdom, FC-
6 One noncompetition agreement stated that the covenant
applied to the United States and Europe. The second
noncompetition agreement stated that the covenant applied to
Germany. The third noncompetition agreement stated that the
covenant applied to Austria.
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