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4. Payments for Non-Competition.
In consideration of the Seller’s covenants set forth in
paragraph 3 hereof, the Company [Conquest] promises to
pay the Seller [Jerry] the aggregate sum of
$7,500,000.00 payable (in each case with a five day
grace period) in 21 quarterly installments of
$357,143.00 commencing on the first anniversary of the
date hereof.
* * * * * * *
7. The parties hereto acknowledge that Mattel Carpet
& Rugs, Inc. (“Mattel”) and the Company [Conquest] have
been engaged in the manufacture and sale of certain
similar products in the same market, and that they
purchase products from one another and may be in
competition with one another in certain market
segments, and the parties acknowledge that Mattel and
the Company will continue to purchase, manufacture and
sell such products. Anything to the contrary herein
notwithstanding, Seller shall be permitted to own an
interest in and be involved in the management of (i)
Thomas Services Industries, Inc., provided that such
corporation does not compete with the Business of the
Company, (ii) Hawk Extrusions, Inc., provided that such
corporation does not compete with the Business of the
Company other than engaging in the extrusion of bulk
continuous filament (BCF) yarn, and (iii) Mattel
provided that (a) Mattel does not own or operate any
extrusion units, finishing range ovens, carpet backing
ovens, twist, ply and heat set equipment, dying
equipment or tufting equipment, (b) Mattel does not
enter any new market segments in competition with the
Business of the Company, and (c) if Mattel introduces
new products into markets that Mattel is currently in,
Mattel will purchase such new products from the
Company, D&W Carpet & Rug Co., Inc. (“D&W”) or Beaulieu
of American, Inc. (“Beaulieu”) at the following prices:
(1) level loop products – cost plus 8% and (2) grass
(indoor/outdoor) - cost plus 10%; provided, however,
that in the event that (A) neither the Company,
Beaulieu nor D&W elects to manufacture and sell such
new products to Mattel, or (B) the prices offered by
the Company, D&W and Beaulieu are not competitive and
Mattel can either purchase or manufacture such new
products below the prices offered by the Company, D&W
or Mattel, then, in either such event, Mattel may
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Last modified: May 25, 2011