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"Closing Date" means the day on which the closing of the purchase and sale of the
<br />Facilities shall occur.
<br />"Commencement Date" 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 reh(
<br />sought) approving this Agreement and the transactions i
<br />and conditions acceptable to SCE and Buyer, in theirs
<br />approval of SCE's proposed accounting and rate ma
<br />accordance with CPUC's decisions.
<br />"CPUC Approval Date" means the date on
<br />"Effective Date" has the meaning given in the
<br />"Environmental Requirements" % m
<br />statutes, regulations or ordinances now
<br />to the protection of human health or
<br />hygiene or environmental conditions, o
<br />or contamination of the air, soil, surface
<br />and local laws, requirements and r
<br />permitting, investigating and remed
<br />threatened releases of such substance
<br />ch the CPUC
<br />judicial review being
<br />ated hereby on terms
<br />discretion, including
<br />tment of the sale in
<br />le paragraph.
<br />occurs.
<br />eans any applicable federal, state and local
<br />in force or that may later be in force relating
<br />safety, or regulating or relating to industrial
<br />or
<br />or
<br />of the environment, or pollution
<br />water or ground water, including federal, state
<br />eguletions pertaining to reporting, licensing,
<br />iating emissions, discharges, releases or
<br />s 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 ComprehensiveEnvironmental Response, Compensation, and Liability
<br />Act (42 U.S.C. 9601 et seg.); the Hazardous Materials Transportation Act (49 U.S.C.
<br />5101 et sem.); and the Resource Conservation and Recovery Act (42 U.S.C. 6901et
<br />-
<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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