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written notice to Buyer before the expiration of the Inventory Inspection Period <br />identifying any potential Reconfigured Facilities and stating the work necessary <br />to reconfigure such facilities for sale to Buyer and the estimated time and cost <br />to complete the work ("Reconfigured Facilities Notice"). <br />(b) For a period of ten (10) Business Days following Buyer's receipt of the <br />Reconfigured Facilities Notice, Buyer shall have the right to accept or reject the <br />Reconfigured Facilities described in the Reconfigured Facilities Notice, which <br />acceptance or rejection shall be evidenced by a written notice delivered to <br />SCE's Local Service Planning Office. <br />(c) At any time during the Inventory Inspection Period, each Party shall perform <br />and complete its respective Transition Activities for all Facilities, excepting only <br />the Reconfigured Facilities identified in the Reconfigured Facilities Notice, <br />which Reconfigured Facilities shall not be included in the Bill of Sale, will not <br />be paid for through Escrow, but will rather be invoiced for separately following <br />the Closing Date. Notwithstanding the foregoing, prior to or during the <br />Inventory Inspection Period, each Party shall perform and complete its <br />respective Transition Activities for any Reconfigured Facilities. <br />(d) Not later than thirty (30) days prior to the expiration of the Inventory Inspection <br />Period, SCE shall deliver to Buyer a revised and final Bill of Sale duly executed <br />by SCE. The Parties agree that delivery of the Bill of Sale shall be effective <br />upon the earlier of (i) delivery to Buyer by hand of an original Bill of Sale or (ii) <br />Buyer's receipt of a facsimile or other electronic transmission of the Bill of Sale, <br />If delivery is made by facsimile or other electronic transmission, SCE shall <br />concurrently send the original Bill of Sale to Buyer by registered or certified mail <br />or overnight courier. <br />(e) At any time prior to delivery of the final Bill of Sale, Buyer may elect at its sole <br />and absolute discretion to remove any of the Facilities (except for Reconfigured <br />Facilities) and deduct on a pro rats basis the value of such Facilities from the <br />Purchase Price. <br />(f) Within ten (10) working days following the delivery of the final Bill of Sale, Buyer <br />shall say to SCE in US Dollars the Purchase Price, Transition Costs, and the <br />Taxes (but not Excluded Taxes) for the Facilities to be transferred to Buyer. <br />(g) Following the Closing Date, SCE's Local Service Planning Office will invoice <br />Buyer separately for any duly accepted Reconfigured Facilities. <br />6.3 Assumption of Liabilities. Beginning on the Closing Date, Buyer will assume all <br />obligations and liabilities of any kind or nature whatsoever related to, arising from, <br />or associated with ownership or possession of the Facilities transferred to Buyer. <br />6.4 Post -Inventory Inspection Period Activities. <br />Page 11 of 18 <br />