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approval within ninety (90) days following the Effective Date of this Agreement. <br />Buyer agrees to cooperate with SCE's efforts to obtain CPUC Approval, including <br />by promptly reviewing and commenting on the application for CPUC Approval. <br />Buyer acknowledges and agrees that SCE makes no representation or warranty <br />with respect to the likelihood of obtaining CPUC Approval, and Buyer hereby <br />waives all Claims against SCE that may arise as a result of the need for CPUC <br />Approval or SCE's failure to obtain CPUC Approval. The application seeking <br />CPUC Approval will request such approval within six months of the date the <br />application is filed. SCE makes no representations as to when or in what manner <br />the CPUC will act on the application. <br />4.4 Satisfaction or Waiver of Conditions Precedent. Buyer may waive in writing <br />any of the conditions precedent set forth in Section 4.1, and SCE may waive in <br />writing any of the conditions precedent set forth in Section 4.2. Neither Party shall <br />have the right to waive the condition precedent set forth in Section 4.3. Subject to <br />the foregoing, in the event that any of the conditions precedent set forth in this <br />Section 4.1 or Section 4.2 have not been satisfied or waived on or before the <br />Commencement Date or the Closing Date (as the same may be extended), then <br />the Party whose obligations are subject to such condition precedent shall have the <br />right to rescind this Agreement ab initio upon written notice to the other Party, and <br />SCE and Buyer shall thereupon return to the other Party all performances received <br />from the other Party (except for the Transition Costs actually paid), ,and each Party <br />shall be released from all other obligations under this Agreement, except those <br />which expressly survive termination. > <br />5. CONDITION OF FACILITIES AND LAND RIGHTS <br />5.1 <br />Except for CPUC Approval, Buyer is solely responsible for complying, at Buyer's <br />sole expense; with all Applicable Requirements and obtaining all authorizations, <br />consents, licenses, permitsand approvals of Governmental Authorities and third <br />persons in connection with the consummation of the transactions contemplated by <br />this Agreement and with Buyer's operation of the Facilities, whether as result of <br />the PCB content or otherwise. Without limiting the foregoing, Buyer is responsible <br />for any costs of complying with the California Environmental Quality Act ("CEQA"), <br />if and to the extent applicable to the sale and transfer of the Facilities, and <br />satisfying, at Buyer's sole expense, any and all mitigation measures under CEQA <br />that may apply to Buyer's acquisition or operation of the Facilities. Buyer shall <br />promptly notify SCE of any and all mitigation measures that may affect SCE. If <br />SCE determines in good faith that any such mitigation measures may adversely <br />affect SCE, SCE shall have the right without liability to Buyer to terminate this <br />Agreement upon written notice to Buyer. In the event of such termination, SCE <br />and Buyer shall each be released from all obligations under this Agreement, except <br />those that expressly survive termination. Buyer's obligations under this Section <br />5_1 shall survive the termination of this Agreement. <br />Page 8 of 24 <br />55A-20 <br />