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"Closing ®ate" means the day on which the closing of the purchase and sale of the
<br />Facilities shall occur.
<br />"Commencement ®ate" has the meaning in Section 6.1.
<br />"CPUC" means the California Public Utilities Commission, or its regulatory successor,
<br />as applicable.
<br />"CPUC Approval" means a final, unconditional and unappealable decision of the
<br />CPUC under Section 851 of the Public Utilities Code (including exhaustion of all
<br />administrative and judicial remedies or the running of time periods and statutes of
<br />limitation for rehearing and judicial review without rehearing or judicial review being
<br />sought) approving this Agreement and the transactions contemplated hereby on terms
<br />and conditions acceptable to SCE and Buyer, in their good faith discretion, including
<br />approval of SCE's proposed accounting and rate making treatment of the sale in
<br />accordance with CPUC's decisions.
<br />"CPUC Approval ®ate" means the date on which the CPUC Approval occurs.
<br />"Effective ®ate" has the meaning given in the preamble paragraph.
<br />"Environmental Requirements" means any applicable federal, state and local
<br />statutes, regulations or ordinances now in force or that may later be in force relating
<br />to the protection of human health or safety, or regulating or relating to industrial
<br />hygiene or environmental conditions, or the protection of the environment, or pollution
<br />or contamination of the air, soil, surface water or ground water, including federal, state
<br />and local laws, requirements and regulations pertaining to reporting, licensing,
<br />permitting, investigating and remediating emissions, discharges, releases or
<br />threatened releases of such substances into air, surface water or land, or relating to
<br />the manufacture, processing, distribution, use, treatment, storage, disposal, transport
<br />or handling of such substances. Environmental Requirements include without
<br />limitation. the Comprehensive Environmental Response, Compensation, and Liability
<br />Act (42 U.S.C. 9601 et secl.); the Hazardous Materials Transportation Act (49 U.S.C.
<br />5101 et sere .); and the Resource Conservation and Recovery Act (42 U.S.C. 6901 et
<br />seg.)
<br />"Excluded Taxes" means (a) taxes (other than any sales, use, gross receipts, or any
<br />taxes in the nature of sales, use or gross receipts taxes) imposed on SCE that are
<br />capital gains taxes, minimum or alternative minimum taxes, accumulated earnings
<br />taxes, franchise taxes or taxes on or measured by gross or net income, capital or net
<br />worth of SCE; and (b) personal property taxes to the extent the payment is addressed
<br />in Section 3.4(b), and is not required to be reimbursed to SCE by Buyer.
<br />"Facilities" has the meaning given in Section 2.2 and further described in Exhibit A.
<br />"Governmental Authority" means any federal, state, local or other governmental,
<br />regulatory or administrative agency, commission, department, board, subdivision,
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