Q: Rhett: You may recall a few weeks ago I asked you about some language that one of our counterparties wanted as an amendment to the term "Indemnifiable Tax". Another counterparty, Deutsche Bank, has requested the following which I think is very similar to what we were looking at before: Notwithstanding the foregoing, "IndemnifiableTax" also means any Tax imposed by reasons of a Change in Tax Law by a government or taxing authority of a Relevant Jurisdiction of the payer, unless the payee is incorporated, organized, managed and controlled or considered to have its seat in such jurisdiction, or is acting for purposes of this Agreement through a branch or office located in such jurisdiction. In the ISDA Users' guide, they explain that the effect of this language is to eliminate the payee's risk of bearing new taxes imposed by the payer's jurisdiction even if the payee's activities in such jurisdiction is the basis for such taxes. (except if the circumstances in the definition occur). It thus results in the payer having to gross up for such taxes. Do you think that we can or should accept this?
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A: ISDA Tax Issue
IN: My paycheck doesn't seem to be anywhere around here. Could you let me know if my name was on the list of missing paychecks for the end of last month? Kathy Axford said she gave you such a list on 12/30. Thanks,

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OUT: 12/31 Paycheck
IN: This is an email
I will likely begin polling the Board tomorrow for availability for a special meeting to consider Project Southwood (again!). Please advise if you are aware of any other agenda items that are critical in terms of timing. Thanks. Paula

What is the subject?

OUT: Board Meeting
QUESTION: I have two tickets (and parking!) for the Friday night (May 4) performance of "Dinner with Friends" which I cannot use. FREE! Please let me know if you are interested.
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ANS: Alley Theater tickets
Mark spoke to Bloomberg and their attorney with Wilkie Farr, and they made substantial revisions to the form. I just faxed a clean and blacklined draft to them and am waiting to get their approval. Will you be around to sign?
Q: What is a potential subject line for this email?
answer: UPDATE - Bloomberg
Gentlemen - We are working on a non-disclosure agreement with eonxchange, Inc., a software company involved in the building, licensing and operating of "smart electronic exchanges" through the use of "thought-ware." The basis for the NDA is the disclosure between the companies of software products and ideas (associated with the EOL software) and discussions concerning a possible transaction involving either the purchase or long term license of some aspects of the products eonxchange owns. This possible transaction is in association with an ongoing project by ENW involving the EOL software. The original NDA provided was provided to ENW through a financial advisor to eonxchange (Houlihan Lokey Howard and Zukin Capital) and contained a unilateral non-solicitation provision in favor of eonxchange. We have responded a bilateral provision consistent with our standard non-solicitation provision. I have attempted to further limit this language so that it would only be applicable between eonxchange and ENW (and not affiliates/subsidiary and parent companies). This was, however, rejected by eonxchange. I have attached the most current provision below for your review, comment and/or approval. At your convenience, please let me know if the attached is acceptable for the eonxchange non-disclosure agreement. If any of you should have any questions, please do not hesitate to call me.
Q: What is a potential subject line for this email?
answer:
Confidentiality Agreement With EonXChange