Message-ID: <28940248.1075858584687.JavaMail.evans@thyme> Date: Mon, 20 Aug 2001 09:56:45 -0700 (PDT) From: mary.ogden@enron.com To: gerald.nemec@enron.com Subject: Exclusivity Wording Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: quoted-printable X-From: Ogden, Mary X-To: Nemec, Gerald X-cc: X-bcc: X-Folder: \Nemec, Gerald (Non-Privileged)\Nemec, Gerald\Inbox X-Origin: Nemec-G X-FileName: Nemec, Gerald (Non-Privileged).pst Gerald: Lisa Druzbik has asked me for some "generic exclusivity wording." = I pulled the following paragraph from one of Steve's documents. Is it OK = to send this to her? Please advise. Thanks, -Mary O. Exclusivity. In consideration of the efforts to be expended by Seller in p= roviding information with respect to the Assets and the exclusivity rights = granted below, Buyer agrees to pay Seller ________________ Dollars ($____= _______) as an earnest payment "Earnest Payment", within ___ days of the e= xecution of this Agreement. In consideration of the efforts to be expended= by Buyer in undertaking its due diligence review of the Project and Assets= , Seller hereby grants to Buyer, during the Term of this Agreement (the "Ex= clusivity Period") the exclusive right to pursue the Project with Seller. = During the Exclusivity Period Seller shall not work with any other persons = with regard to the Project or pursue any other transaction involving the As= sets. The Earnest Payment shall be credited against the agreed upon purchas= e price for the Assets set forth in the Definitive Agreement(s). If the Pa= rties do not complete a sale of the Assets, Seller shall retain the Earnest= Payment without further obligation to Buyer.