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payable to the Sellers pursuant to Subsection (b) of
this Section 12 below, (ii) all receivables from
Dynasty Carpet, to the extent not already written off,
and (iii) the amount of all distributions made during
the current fiscal year which are chargeable to
stockholders’ equity and which have not already been so
charged.
* * * * * * *
15. Miscellaneous.
* * * This Agreement contains the entire agreement of
the parties hereto with respect to the subject matter
hereof and there are no representations, warranties,
agreements, undertakings, or conditions, express or
implied, except as set forth herein. This Agreement
may not be amended, supplemented or otherwise modified,
except by an instrument in writing, signed by each of
the parties hereto. Whenever used herein, (i) the
terms “this Agreement”, “herein”, “hereunder”,
“hereby”, and words of similar import shall be deemed
to mean this instrument together with all attachments
hereto. * * *
The relevant portions of Jerry’s noncompete agreement
provided:
3. Seller’s Covenants.
* * * Seller hereby covenants and agrees that he will
not, directly or indirectly, during the period
commencing on the date hereof and ending six years
hereafter: (i) disclose * * * Confidential Information
known to him; (ii) own, manage, operate, join control,
assist, participate in or be connected with, directly
or indirectly (and including as an officer, director,
shareholder, partner, proprietor, consultant,
independent contractor or lender), any person who is
directly or indirectly in competition within the
Territory [anyplace the Company is doing business on
the date of the agreement] with the Business of the
Company [manufacture and sale of carpets (including
outdoor carpet), rugs or yarn or any activities
ancillary thereto, but not including the manufacture
and sales of chemicals, plastic wrap or cores]
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Last modified: May 25, 2011