|
"Reconfigured Facilities" means any additional facilities the Parties identify during
<br />the Inventory Inspection Period which serve purposes in addition to street lighting,
<br />which the Parties agree that SCE will reconfigure to remove such other (non -street
<br />light) uses, and which will be purchased by Buyer from SCE. Buyer shall coordinate
<br />all activities relating to Reconfigured Facilities with SCE's Local Service Planning
<br />Office.
<br />"SCE Parties" means SCE, its affiliates, and each of their respective past, present
<br />and future officers, directors, partners, employees, agents, representatives,
<br />shareholders, attorneys, affiliates, parent and subsidiary corporations, divisions,
<br />insurance carriers, heirs, legal representatives, beneficiaries, executors,
<br />administrators, predecessors, transferees, successors and assigns.
<br />"Transition Activities" means the activities referenced in Section 6.2 and set forth in
<br />Exhibit C to be performed by SCE and Buyer (after the Inventory Inspection Period
<br />expires) with respect to the Facilities to be transferred from SCE to Buyer.
<br />"Transition Costs" has the meaning in Section 3.3.
<br />"Tax Claire" has the meaning given in Section 3.4{�.
<br />"Taxes" mean all federal, state, local or foreign income, ad valorem, gross receipts,
<br />license, payroll, employment, excise, stamp, occupation, premium, windfall profits,
<br />environmental, customs duties, capital stock, franchise, profits, withholding, social
<br />security (or similar), unemployment, disability, real property including assessments,
<br />special assessments, special district assessments, escape assessments, benefit
<br />assessments and maintenance assessments, fees or other charges or surcharges of
<br />any nature based on the use or ownership of real property), personal property, sales,
<br />use, documentary transfer, registration, value added, alternative and add -on
<br />minimum, estimated taxes, and all other taxes of any kind whatsoever, including all
<br />interest, penalties, fines and additions thereto, whether disputed or not, including all
<br />items for which liability arises as a transferee or successor -in -interest.
<br />2. PURCHASE AND SALES OF FACILITIES.
<br />2.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, SCE
<br />agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to
<br />purchase and acquire from SCE, all of SCE's right, title and interest in the Facilities.
<br />2.2 Description of Facilities_ The "Facilities" consist of Seven Thousand, Eight
<br />Hundred Seventeen (7,817) electric streetlight facilities owned by SCE and located
<br />within the Buyer's service territory. A detailed description and listing of the
<br />Facilities to be purchased and sold is provided Exhibit A. The Parties believe that
<br />Exhibit A contains a reasonably accurate inventory and map of the LS-1 streetlight
<br />facilities owned by SCE within the Buyer's service territory that are considered for
<br />sale.
<br />Page 4 of 18
<br />
|