fw reps warranties discussed proposed solution may need speak someone umbrella call lance question original message schuler lance legal sent wednesday december 19 2001 1 23 pm muller mark detmering tim cc golden jeff daniels eddy koehler anne c cook mary subject reps warranties discussed position commit convey properties assets rights etc used enron current business trading physical financial natural gas electricity associated risk management products document currently drafted items go unless specifically excluded danger estate catch phrase broad know many items identified recovered sellers continue business subject negotiated noncompete however everything could deemed used business requested reps warranties apply assets receive business stated example demanding identify list every employment consulting agreement pursuant someone performing services operation business contract term one year made connection business unless relating solely identified excluded assets constructs would pick literally thousands contracts even confidentiality agreements example propose following solution 1 prepared schedule specific assets transferred netco 2 would give sufficiency rep assure buyer listed assets material assets necessary netco operate business similar business referenced communicated potential buyer netco would need attain certain assets would identified writing rep example certain third party licenses hardware items 3 rep would tailored exclude certain items office space 4 would give negotiated reps specified assets limited appropriate circumstances business asset list would list specified requirement necessary exceptions reps negotiated 5 would give broad assurance covenant provide without cost netco subject required consents anything later identified appropriate conducting business 6 view mbo type transaction involving sale assets whereby people going netco know underlying business best identify specifically assets go contract begin also short period time post closing using assurance clause w lance schuler enron north america corp 1400 smith street houston texas 77002 phone 713 853 5419 fax 281 664 4890 email lance schuler legal enron com