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purchase price
* * * Patterson agrees, simultaneously with the execution of this
Agreement, to enter into a Covenant Not to Compete in the form
attached hereto”. Id. at 567 (emphasis added). As the above-
emphasized language indicates, the “in consideration” clause in
Patterson expressly tied the covenant not to compete to part of
the purchase price at issue. See id.
In contrast, the purchase documents in this case do not tie
part of the consideration to the covenant not to compete. The
redemption agreement provides that “in consideration of the
mutual promises and covenants hereinafter set forth, it is agreed
by and between R. WILLIAM BECKER as Seller and BECKER HOLDING
CORPORATION as Buyer as follows”. This clause does not tie a
portion of the consideration to the covenant not to compete, and
it does not create an ambiguity in the purchase documents.
Instead, it simply indicates that each of the numbered paragraphs
of the redemption agreement is a part of the overall transaction,
including paragraph one setting forth the purchase price and
paragraph six containing the covenant not to compete. The pledge
and escrow agreement provides that “in consideration of the
payments, covenants and promises set forth in the aforesaid
Agreement * * * it is agreed by and between BECKER HOLDING
CORPORATION * * * and R. WILLIAM BECKER * * * as follows”. Like
the “in consideration” clause in the redemption agreement, this
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