that in the September 22, 2004, draft Stock Acquisition Agreement, the representations and warranties required of the Schick defendants runs sixteen pages in length, see Defendants’ App. at 0129-0145, while in the October 18, 2004, Stock Acquisition Agreement the representations and warranties required of the Schick defendants runs fifteen pages in length. See Defendants’ App. at 0181-0196. The absence of these essential terms and details in the letter of intent leaves the specifics of the Schick defendants’ representations and warranties open for future negotiation. In essence, this demonstrates the letter of intent was not a binding contract but an agreement to agree in the future and that there is no contract here. See D.H. Overmyer Co. v. Brown, 439 F.2d 926, 930 (10th Cir.1971) (<HOLDING>). Thus, the court concludes that the August 24,
recognizing that a contract which is incomplete uncertain or indefinite in its material terms will not be specifically enforced in equity holding that although a letter agreementwas clear and unambiguous in requiring indemnification for undisclosed liabilities the relevant paragraph was uncertain and indefinite in that it did not specify what warranties representations and indemnification were appropriate  holding that because the indemnification clause contained no clear statement that would give the contractors notice of the harsh burden that complete indemnification imposes indemnification was inappropriate holding if the language of a deed or other written instrument is clear and unambiguous the intention of the parties is gathered from the instrument it is what the grant or said and not what he intended to say holding that an indemnification clause that covers all claims demands rights and causes of action of any kind whether arising from avants own acts or those of fitness pointe encompassed indemnification for negligent implementation of a fitness program