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Enron Mail |
Sarai,
Further to our conversation below is suggested language for Section 8.2. 8.2. Transfer. This Agreement, including, without limitation, each indemnification, shall inure to and bind the permitted successors and assigns of the Parties; provided, neither Party shall transfer this Agreement without the prior written approval of the other Party which may be withheld entirely at the option of such Party; provided further, either Party may, without the consent of the other Party (and without relieving itself from liability hereunder), (i) transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial arrangements, (ii) transfer or assign this Agreement to any Affiliate by assignment, merger or otherwise, or (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of such Party. Any Party's transfer in violation of this Section 8.2 shall be void. Finally, with regards to Section 4.2, we will agree to the use of "occurrence" in (vii) however, we will not agree to the "borrowed money" in section (ix). Please let me have your thoughts regarding these issues. Best regards, Debra Perlingiere Enron North America Corp. Legal Department 1400 Smith Street, EB 3885 Houston, Texas 77002 dperlin@enron.com Phone 713-853-7658 Fax 713-646-3490
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