Re: GE - Indemnity and LOL Language; My suggestion for ,
 Here's my suggestion:

27.3   Consequential Losses.  The Parties have agreed to liquidate certain=
=20
direct damages and have provided for these damages as Liquidated Damages an=
d=20
Cancellation Fees.  For purposes of this Section, Liquidated Damages and=20
Cancellation Fees shall not be deemed consequential losses.  In no event,=
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whether as a result of breach of contract, breach of warranty, indemnity,=
=20
tort liability (including negligence or strict liability without regard to=
=20
fault) or otherwise, and whether arising before or after completion of the=
=20
Scope of Work, shall either Party be liable to the other Party for special,=
=20
indirect, exemplary or consequential losses of any nature whatsoever,=20
including losses or damages caused by reason of unavailability of the=20
Equipment, shutdowns or service interruptions, loss of use, loss of profits=
=20
or revenue, inventory or use charges, cost of purchased or replacement powe=
r,=20
interest charges or cost of capital or claims of a Party=01,s customers.  F=
or=20
the avoidance of doubt, the foregoing limitation of liability in this Secti=
on=20
shall in no case not limit Seller=01,s obligation to indemnify, defend and =
hold=20
harmless Purchaser Indemnified Parties in accordance with Article XX for an=
y=20
claims Third Party Claim, including Claims involving the Third Party's=20
consequential losses, losses or damages occasioned by third parties. in=20
accordance with Article XX,=20






Scott Dieball@ENRON_DEVELOPMENT
09/20/2000 08:27 AM
To: Kay Mann@ENRON
cc: Sheila Tweed@ECT, Roseann Engeldorf/Corp/Enron@ENRON, Martin W=20
Penkwitz/NA/Enron@Enron=20

Subject: GE - Indemnity and LOL Language

Per our discussion yesterday, attached is a copy of the Indemnity and LOL=
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contract language redlined to reflect those GE comments which we could=20
probably accept.  Kay please review and see if I missed anything or whether=
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we need to discuss further.  Otherwise, please forward this markup to Rob=
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Taylor for inclusion in the next draft of the Purchase Agreement.

Regards,

Scott
scott.dieball@enron.com