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with respect to such Tax Claim or to testify at proceedings relating to such Tax <br />Claim. SCE will control all proceedings taken in connection with any Tax Claim <br />that pertains entirely to the period prior to the Closing Date, and SCE and Buyer <br />will jointly control all proceedings taken in connection with any Tax Claim pertaining <br />to the period both prior to and after the Closing Date. Buyer has no right to settle <br />or otherwise compromise any Tax Claim which pertains entirely to the period prior <br />to the Closing Date; and neither Party has the right to settle or otherwise <br />compromise any Tax Claim which pertains to the periods both prior to and after <br />the Closing Date without the other Party's prior written consent. <br />(f) The obligations of the Parties pursuant to this Section 3.4 shall survive the <br />termination of this Agreement. <br />4, CONDITIONS PRECEDENT <br />4.1 Conditions to Buyer's Obligations. Buyer's obligation under this Agreement to <br />purchase the Facilities is subject to the fulfillment or waiver of each of the following <br />conditions precedent: <br />(a) SCE shall have performed or complied in all material respects with all <br />covenants, agreements and conditions contained in this Agreement to be <br />performed or complied with by SCE at or prior to the Commencement Date and <br />the Closing Date. <br />(b) No suit, action or other proceeding shall be pending before any court or <br />Governmental Authority which seeks to restrain or prohibit any of the transactions <br />contemplated by this Agreement or to obtain material damages or other material <br />relief in connection with this Agreement or the transactions contemplated hereby. <br />(c) The City Council shall have identified and approved a structured financing <br />plan to pay the Purchase Price and Transition Costs. The terms of a feasible <br />financing shall be determined solely by the City Council. <br />4.2 Conditions to SCE's Obligations SCE's obligation under this Agreement to sell <br />the Facilities to Buyer is subject to the fulfillment or waiver of each of the following <br />conditions precedent: <br />(a) Buyer shall have performed or complied in all material respects with all <br />covenants, agreements and conditions contained in this Agreement to be <br />performed by Buyer at or prior to the Commencement Date and the Closing Date. <br />(b) No suit, action or other proceeding shall be pending before any court or <br />Governmental Authority which seeks to restrain or prohibit any of the transactions <br />contemplated by this Agreement or to obtain material damages or other material <br />relief in connection with this Agreement or the transactions contemplated hereby. <br />Page 7of18 <br />