Common use of All Parties Clause in Contracts

All Parties. Except as set forth in Paragraph 7.2, each of the Parties hereto, Edison International, and PG&E Corporation, represents and warrants, as to itself, to each other Party, Edison International, and PG&E Corporation, and each El Paso Settling Party, for itself, further represents and warrants to the Settlement Fund and Collateral Agent, as of the date hereof as follows (to the extent applicable): a. the recitals with respect to it set forth in Paragraph 2 of this Agreement are true and accurate in all respects; b. it has the full power and authority to enter into this Agreement and the Security Documents on behalf of itself, its company, Class members, citizenry, and/or government, and to perform all transactions, duties and obligations herein and therein set forth; c. it has taken all necessary actions duly and validly to authorize the execution and delivery of this Agreement and the other documents and agreements provided for herein to be executed and delivered by it (including without limitation the Security Documents and Renegotiated Contract) in accordance with applicable law; d. it has authorized and directed its respective attorneys to have such papers executed and to take such other action as is necessary and appropriate to effectuate the terms of this Agreement; e. it has duly and validly executed and delivered this Agreement and, on the Effective Date, will have duly and validly executed and delivered, the Security Documents and the other documents and agreements provided for herein to be executed and delivered by it; f. this Agreement constitutes, and the Security Documents and other documents and agreements provided for herein to be executed and delivered by it will constitute on and after Closing, its legal, valid and binding obligations, enforceable against it in accordance with this Agreement’s terms and the respective terms of the other documents and agreements provided for herein to be executed and delivered by it (including, without limitation, the Security Documents and Renegotiated Contract); g. it has not sold, assigned, transferred, or encumbered, or otherwise disposed of, in whole or in part, voluntarily or involuntarily, any claim of any nature whatsoever released pursuant to this Agreement; h. no promise, inducement or agreement not expressed herein has been made in connection with this Agreement; i. to the extent that it deemed it necessary and desirable, it independently received appropriate, adequate, and competent technical, economic and legal and other advice with respect to this Agreement and the other documents delivered by or on behalf of the Parties under or in connection with this Agreement, and has not relied upon any technical, economic, legal or other advice provided to it by any other Party with respect hereto; j. it is represented by competent counsel with respect to this Agreement and all matters covered by it; and k. it has been fully advised by said counsel with respect to its rights and obligations and with respect to the execution of this Agreement.

All Parties. Except as set forth in Paragraph 7.2, each Each of the Parties hereto, Edison International, and PG&E Corporation, represents and warrants, as to itself, to each other Party, Edison International, and PG&E Corporation, and each El Paso Settling Party, for itself, further Claimants represents and warrants to the Settlement Fund Sempra Parties, as to itself and Collateral Agentto members of the class it represents, and each Sempra Party represents and warrants to the Settling Claimants, in each case as of the date hereof hereof, and as follows of the Closing Date, as follows: (to the extent applicable): a. a) the recitals with respect to it set forth in Paragraph 2 of this Agreement are true and accurate in all respects; b. (b) it has the full power and authority to enter into execute and deliver this Agreement and the Security Documents other documents and agreements provided for herein to be executed and delivered by it in accordance with applicable law (the "Ancillary Documents"), on behalf of itself, its company, Class members, citizenry, and/or government, and to perform all transactions, duties and obligations set forth herein and therein set forththerein; c. (c) it has taken all necessary actions duly and validly to authorize the execution and delivery of this Agreement and the other documents and agreements provided for herein to be executed and delivered by it (including without limitation the Security Ancillary Documents and Renegotiated Contract) in accordance with applicable lawthe performance of the transactions contemplated hereby and thereby; d. (d) it has authorized and directed its respective attorneys to have such papers executed and to take such other action as is necessary and appropriate to effectuate the terms of this Agreement; e. (e) it has duly and validly executed and delivered this Agreement and, on the Effective Closing Date, will have duly and validly executed and delivered, delivered the Security Ancillary Documents and the other documents and agreements provided for herein to be executed and delivered by it; f. (f) this Agreement constitutes, and the Security Documents and other documents and agreements provided for herein to be executed and delivered by it will constitute on and after Closing, constitutes its legal, valid and binding obligationsobligation, enforceable against it in accordance with this Agreement’s 's terms and the respective terms of the other documents and agreements provided for herein Ancillary Documents to be executed and delivered by it (includingit, without limitationexcept as enforcement may be limited by applicable bankruptcy laws, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and except insofar as the Security Documents and Renegotiated Contract)availability of equitable remedies may be limited by applicable law; g. (g) it has not sold, assigned, transferred, or encumbered, or otherwise disposed of, in whole or in part, voluntarily or involuntarily, by operation of law or otherwise, any claim Claim of any nature whatsoever released or settled pursuant to this Agreement; h. (h) no promise, inducement or agreement not expressed herein has been made in connection with this Agreement; i. (i) to the extent that it deemed it necessary and desirable, it independently received appropriate, adequate, and competent technical, economic and legal and other advice with respect to this Agreement and the other documents delivered by or on behalf of the Parties under or in connection with this AgreementAncillary Documents, and has not relied upon any technical, economic, legal or other advice provided to it by any other Party with respect hereto; j. (j) it is represented by competent counsel with respect to this Agreement Agreement, the Ancillary Documents and all matters covered by it; andherein or therein; k. (k) it has been fully advised by said counsel with respect to its rights and obligations and with respect to the execution of this AgreementAgreement and the Ancillary Documents; and (l) the execution and delivery of this Agreement by it, and the performance of its obligations hereunder, will not (i) violate any material law, statute, rule or regulation applicable to it, (ii) violate any order of any governmental authority applicable to it, or (iii) result in a default under any provision of any indenture, credit agreement, or other agreement relating to repayment of borrowed money or any guarantee of the foregoing.

All Parties. Except as set forth in Paragraph 7.2, each of the Parties hereto, Edison International, and PG&E Corporation, represents and warrants, as to itself, to each other Party, Edison International, and PG&E Corporation, and each El Paso Settling Party, for itself, further represents and warrants to the Settlement Fund and Collateral Agent, as of the date hereof as follows (to the extent applicable): a. the recitals with respect to it set forth in Paragraph 2 of this Agreement are true and accurate in all respects; b. it has the full power and authority to enter into this Agreement and the Security Documents on behalf of itself, its company, Class members, citizenry, and/or government, and to perform all transactions, duties and obligations herein and therein set forth; c. it has taken all necessary actions duly and validly to authorize the execution and delivery of this Agreement and the other documents and agreements provided for herein to be executed and delivered by it (including without limitation the Security Documents and Renegotiated Contract) in accordance with applicable law; d. it has authorized and directed its respective attorneys to have such papers executed and to take such other action as is necessary and appropriate to effectuate the terms of this Agreement; e. it has duly and validly executed and delivered this Agreement and, on the Effective Date, will have duly and validly executed and delivered, the Security Documents and the other documents and agreements provided for herein to be executed and delivered by it; f. this Agreement constitutes, and the Security Documents and other documents and agreements provided for herein to be executed and delivered by it will constitute on and after Closing, its legal, valid and binding obligations, enforceable against it in accordance with this Agreement’s 's terms and the respective terms of the other documents and agreements provided for herein to be executed and delivered by it (including, without limitation, the Security Documents and Renegotiated Contract); g. it has not sold, assigned, transferred, or encumbered, or otherwise disposed of, in whole or in part, voluntarily or involuntarily, any claim of any nature whatsoever released pursuant to this Agreement; h. no promise, inducement or agreement not expressed herein has been made in connection with this Agreement; i. to the extent that it deemed it necessary and desirable, it independently received appropriate, adequate, and competent technical, economic and legal and other advice with respect to this Agreement and the other documents delivered by or on behalf of the Parties under or in connection with this Agreement, and has not relied upon any technical, economic, legal or other advice provided to it by any other Party with respect hereto; j. it is represented by competent counsel with respect to this Agreement and all matters covered by it; and k. it has been fully advised by said counsel with respect to its rights and obligations and with respect to the execution of this Agreement.

All Parties. Except as set forth in Paragraph 7.2, each Each of the Parties hereto, Edison International, and PG&E Corporation, represents and warrants, as to itself, to each other Party, Edison International, and PG&E Corporation, and each El Paso Settling Party, for itself, further Claimants represents and warrants to the Settlement Fund Sempra Parties, as to itself and Collateral Agentto members of the class it represents, and each Sempra Party represents and warrants to the Settling Claimants, in each case as of the date hereof hereof, and as follows of the Closing Date, as follows: (to the extent applicable): a. a) the recitals with respect to it set forth in Paragraph 2 of this Agreement are true and accurate in all respects; b. (b) it has the full power and authority to enter into execute and deliver this Agreement and the Security Documents other documents and agreements provided for herein to be executed and delivered by it in accordance with applicable law (the “Ancillary Documents”), on behalf of itself, its company, Class members, citizenry, and/or government, and to perform all transactions, duties and obligations set forth herein and therein set forththerein; c. (c) it has taken all necessary actions duly and validly to authorize the execution and delivery of this Agreement and the other documents and agreements provided for herein to be executed and delivered by it (including without limitation the Security Ancillary Documents and Renegotiated Contract) in accordance with applicable lawthe performance of the transactions contemplated hereby and thereby; d. (d) it has authorized and directed its respective attorneys to have such papers executed and to take such other action as is necessary and appropriate to effectuate the terms of this Agreement; e. (e) it has duly and validly executed and delivered this Agreement and, on the Effective Closing Date, will have duly and validly executed and delivered, delivered the Security Ancillary Documents and the other documents and agreements provided for herein to be executed and delivered by it; f. (f) this Agreement constitutes, and the Security Documents and other documents and agreements provided for herein to be executed and delivered by it will constitute on and after Closing, constitutes its legal, valid and binding obligationsobligation, enforceable against it in accordance with this Agreement’s terms and the respective terms of the other documents and agreements provided for herein Ancillary Documents to be executed and delivered by it (includingit, without limitationexcept as enforcement may be limited by applicable bankruptcy laws, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally and except insofar as the Security Documents and Renegotiated Contract)availability of equitable remedies may be limited by applicable law; g. (g) it has not sold, assigned, transferred, or encumbered, or otherwise disposed of, in whole or in part, voluntarily or involuntarily, by operation of law or otherwise, any claim Claim of any nature whatsoever released or settled pursuant to this Agreement; h. (h) no promise, inducement or agreement not expressed herein has been made in connection with this Agreement; i. (i) to the extent that it deemed it necessary and desirable, it independently received appropriate, adequate, and competent technical, economic and legal and other advice with respect to this Agreement and the other documents delivered by or on behalf of the Parties under or in connection with this AgreementAncillary Documents, and has not relied upon any technical, economic, legal or other advice provided to it by any other Party with respect hereto; j. (j) it is represented by competent counsel with respect to this Agreement Agreement, the Ancillary Documents and all matters covered by it; andherein or therein; k. (k) it has been fully advised by said counsel with respect to its rights and obligations and with respect to the execution of this AgreementAgreement and the Ancillary Documents; and (l) the execution and delivery of this Agreement by it, and the performance of its obligations hereunder, will not (i) violate any material law, statute, rule or regulation applicable to it, (ii) violate any order of any governmental authority applicable to it, or (iii) result in a default under any provision of any indenture, credit agreement, or other agreement relating to repayment of borrowed money or any guarantee of the foregoing.