Privileged and Confidential  Attorney-Client Communication This E-Mail Contains Legal Advice  In the Barbed Wire Purchase Agreement is the provision that the Purchaser has  45 days to identify those employees of Company whom it would like the Company  to terminate from employment prior to closing.
The Seller is providing a  limited indemnity for Purchaser's actions in selecting those employees.
The  indemnity expressly excludes claims against ENA for the selection of those  employees.
This indemnity thus excludes claims for discrimination on the  basis of age, sex, race, religion, etc.
The indemnity exclusion also could  be interpreted to exclude claims for tortious interference.
Thus, if ENA is going to exercise its right to select Company employees under  that provision, ENA will assume the risk of claims by affected employees.
I  can assist  you in identifying legal risks in the selection process and  determining methods to manage the risks of those claims.
Let me know if you would like to discuss this issue.
Michelle Cash x3-6401

Barbed Wire -- Privileged and Confidential