GENERAL PROVISIONS AND RESERVATIONS. 5.1. The Settling Parties shall use their best efforts to obtain Commission Approval. Following execution of this Agreement, the Settling Parties shall: (a) Jointly file a motion requesting that the Commission: (i) Approve the Agreement in its entirety without change; (ii) Find the Agreement to be reasonable in light of the whole record, consistent with law, and in the public interest; and (iii) Expedite its consideration and approval of the Agreement in order to provide the benefits of the Agreement as soon as possible. (b) Support and mutually defend this Agreement in its entirety until the Commission has issued final approval of the Agreement. (c) Oppose any modifications to this Agreement proposed by any non-settling party to the OII, unless all Settling Parties jointly agree to support such modification. (d) Cooperate reasonably on all submissions, including briefs, necessary to achieve Commission Approval of the Agreement. (e) Review any Commission orders regarding this Agreement to determine if the Commission has changed or modified this Agreement, deleted a term, or imposed a new term in this Agreement. If any Settling Party is unwilling to accept such change, modification, deletion, or addition of a new term, that Settling Party shall so notify the other Settling Parties within 15 days of issuance of the order by the Commission. The Settling Parties shall thereafter promptly discuss each change, modification, deletion, or new term to this Agreement found unacceptable and negotiate in good faith to achieve a resolution acceptable to all Settling Parties and promptly seek Commission approval of the resolution so achieved. Failure to resolve such change, modification, deletion, or new term to this Agreement to the satisfaction of all Settling Parties within 15 days of notification, or to obtain Commission approval of such resolution promptly thereafter, shall entitle any Settling Party to terminate this Agreement through prompt notice to all other Settling Parties. 5.2. In accordance with Rule 12.5, the Settling Parties intend that Commission adoption of this Agreement will constitute a complete resolution of this OII and will have the effect set forth in Rule 12.5 of the Commission’s Rules of Practice and Procedure. 5.3. Since this Agreement represents a compromise by them, the Settling Parties have entered into each stipulation contained in this Agreement on the basis that the stipulation not be construed as an admission or concession by any Settling Party regarding any fact or matter of law at issue in this proceeding. Should this Agreement not be approved in its entirety by the Commission, the Settling Parties reserve all rights to take any position whatsoever with respect to any fact or matter of law at issue in the OII. 5.4. The Settling Parties agree that no signatory to this Agreement or any employee thereof assumes any personal liability as a result of this Agreement. 5.5. If any Settling Party fails to perform its respective obligations under this Agreement, any other Settling Party may come before the Commission to pursue a remedy including enforcement. 5.6. The provisions of this Agreement are not severable. If the Commission, or any court of competent jurisdiction, overrules or modifies as legally invalid any material provision of this Agreement, the Agreement may be considered rescinded, at the discretion of any of the Settling Parties, as of the date such ruling or modification becomes final. 5.7. The Settling Parties acknowledge and stipulate that they are agreeing to this Agreement freely, voluntarily, and without any fraud, duress, or undue influence by any other party. Each Settling Party hereby states that, through its authorized representatives, it has read and fully understands its rights, privileges, and duties under this Agreement, including each Settling Party’s right to discuss this Agreement with its legal counsel and has exercised those rights, privileges, and duties to the extent deemed necessary. 5.8. In executing this Agreement, each Settling Party declares and mutually agrees that the terms and conditions herein are reasonable, consistent with the law, and in the public interest. 5.9. This Agreement constitutes the Settling Parties’ entire agreement on the subject matters addressed herein, which cannot be amended or modified without the express written and signed consent of all the Settling Parties hereto. 5.10. None of the provisions of this Agreement shall be considered waived by any Settling Party unless such waiver is given in writing. The failure of a Settling Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of their rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect. 5.11. No Settling Party has relied, or presently relies, upon any statement promise, or representation by any other Settling Party, whether oral or written, except as specifically set forth in this Agreement. Each Settling Party expressly assumes the risk of any mistake of law or fact made by such Settling Party or its authorized representative in entering into this Agreement. 5.12. This Agreement may be executed in up to four separate counterparts by the different Settling Parties hereto with the same effect as if all Settling Parties had signed one and the same document. All such counterparts shall be deemed to be an original and shall together constitute one and the same Agreement. 5.13. This Agreement shall become effective and binding on the Settling Parties as of the Effective Date. However, the provisions of Section 5.1 of this Agreement shall impose obligations on the Settling Parties immediately upon the execution of this Agreement by all of the Settling Parties. 5.14. This Agreement shall be governed by the laws of the State of California as to all matters, including but not limited to, matters of validity, construction, effect, performance, and remedies. 5.15. To the extent this Agreement requires that any Settling Party provide notice to any other Settling Party, such notice shall be in writing and directed to the signatories to this agreement.
Appears in 2 contracts
Samples: Settlement Agreement, Settlement Agreement
GENERAL PROVISIONS AND RESERVATIONS. 5.1. The Settling Parties shall use their best efforts to obtain Commission Approval. Following execution of this Agreement, the Settling Parties shall:
(a) Jointly file a motion requesting that the Commission:
(i) Approve the Agreement in its entirety without change;
(ii) Find the Agreement to be reasonable in light of the whole record, consistent with law, and in the public interest; and
(iii) Expedite its consideration and approval of the Agreement in order to provide the benefits of the Agreement as soon as possible.
(b) Support and mutually defend this Agreement in its entirety until the Commission has issued final approval of the Agreement.
(c) Oppose any modifications to this Agreement proposed by any non-settling party to the OII, unless all Settling Parties jointly agree to support such modification.
(d) Cooperate reasonably on all submissions, including briefs, necessary to achieve Commission Approval of the Agreement.
(e) Review any Commission orders regarding this Agreement to determine if the Commission has changed or modified this Agreement, deleted a term, or imposed a new term in this Agreement. If any Settling Party is unwilling to accept such change, modification, deletion, or addition of a new term, that Settling Party shall so notify the other Settling Parties within 15 days of issuance of the order by the Commission. The Settling Parties shall thereafter promptly discuss each change, modification, deletion, or new term to this Agreement found unacceptable and negotiate in good faith to achieve a resolution acceptable to all Settling Parties and promptly seek Commission approval of the resolution so achieved. Failure to resolve such change, modification, deletion, or new term to this Agreement to the satisfaction of all Settling Parties within 15 days of notification, or to obtain Commission approval of such resolution promptly thereafter, shall entitle any Settling Party to terminate this Agreement through prompt notice to all other Settling Parties.
5.21. In accordance with Rule 12.5, the Settling Parties intend that Commission adoption of this Agreement will constitute a complete resolution of this OII and will have the effect set forth in Rule 12.5 of the Commission’s Rules of Practice and Procedure.
5.3. Since this Agreement represents a compromise by them, Rule 12.5, the Settling Parties have entered into each stipulation contained in intend that Commission’s adoption of this Agreement Settlement will be binding on all the basis that Parties to this proceeding, including their legal successors, assigns, partners, members, agents, parent or subsidiary companies, affiliates, parent, officers, directors, and/or employees. Unless the stipulation Commission expressly provides otherwise, such adoption does not be construed as an admission constitute approval of or concession by precedent for any Settling Party regarding any fact principle or matter of law at issue in this or any future proceeding. Should this Agreement not be approved in its entirety by the Commission, the Settling Parties reserve all rights to take any position whatsoever with respect to any fact or matter of law at issue in the OII.
5.42. The Settling Parties agree that no signatory to this Agreement the Settlement or any employee thereof assumes any personal liability as a result of this AgreementSettlement.
5.53. The Parties agree that the Commission has primary jurisdiction over any interpretation, enforcement, or remedies pertaining to this Settlement, as provided by the California Constitution, Article XII, Section 8. No Party may bring an action pertaining to this Settlement in any local, state, or Federal court, or administrative agency without having first exhausted its administrative remedies at the Commission.
4. The Parties agree that this Settlement is subject to approval by the Commission. As soon as practicable after the Parties have signed the Settlement, the Parties will jointly file a Motion for Commission Approval and Adoption of the Settlement. The Parties will furnish such additional information, documents, and/or testimony as the Commission may require in granting the Motion and adopting this Settlement.
5. If any Settling Party fails to perform its respective obligations under this Agreementthe Settlement, any the other Settling Party may come before the Commission to pursue a remedy including enforcement.
5.66. The provisions of this Agreement Settlement are not severable. If the Commission, or any court of competent jurisdiction, overrules or modifies as legally invalid any material provision of this AgreementSettlement, the Agreement this Settlement may be considered rescinded, at the discretion of any of the Settling Parties, rescinded as of the date such ruling or modification becomes finalfinal at the discretion of the Parties.
5.77. The Settling Parties acknowledge and stipulate that they are agreeing to this Agreement Settlement freely, voluntarily, and without any fraud, duress, or undue influence by any other party. Each Settling Party hereby states that, through its authorized representatives, that it has read and fully understands its rights, privileges, and duties under this AgreementSettlement, including each Settling Party’s right to discuss this Agreement Settlement with its legal counsel and has exercised those rights, privileges, and duties to the extent deemed necessary.
5.88. In executing this AgreementSettlement, each Settling Party declares and mutually agrees that the terms and conditions herein are reasonable, consistent with the law, and in the public interest.
5.99. This Agreement Settlement constitutes the Settling Parties’ entire agreement on the subject matters addressed hereinSettlement, which cannot be amended or modified without the express written and signed consent of all the Settling Parties hereto.
5.10. None of the provisions of this Agreement shall be considered waived by any Settling Party unless such waiver is given in writing. The failure of a Settling Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of their rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect.
5.1110. No Settling Party has relied, or presently relies, upon any statement statement, promise, or representation by any other Settling Party, whether oral or written, except as specifically set forth in this AgreementSettlement. Each Settling Party expressly assumes the risk of any mistake of law or fact made by such Settling Party or its authorized representative in entering into this Agreementrepresentative, but not of any material misrepresentations of fact made by the other Party.
5.1211. This Agreement Settlement may be executed in up to four any number of separate counterparts by the different Settling Parties hereto with the same effect as if all Settling Parties had signed one and the same document. All such counterparts shall be deemed to be an original and shall together constitute one and the same AgreementSettlement.
5.1312. This Agreement Settlement shall become effective and binding on the Settling Parties as of the Effective Date. However, date is approved by the provisions of Section 5.1 of this Agreement shall impose obligations on the Settling Parties immediately upon the execution of this Agreement by all of the Settling PartiesCommission.
5.1413. This Agreement Settlement shall be governed by the laws of the State of California as to all matters, including but not limited to, matters of validity, construction, effect, performance, and remedies.
5.15. To the extent this Agreement requires that any Settling Party provide notice to any other Settling Party, such notice shall be in writing and directed to the signatories to this agreement.
Appears in 1 contract
Samples: Settlement Agreement
GENERAL PROVISIONS AND RESERVATIONS. 5.1. The Settling Parties shall use their best efforts to obtain Commission Approval. Following execution of this Agreement, the Settling Parties shall:
(a) Jointly file a motion requesting that the Commission:
(i) Approve the Agreement in its entirety without change;
(ii) Find the Agreement to be reasonable in light of the whole record, consistent with law, and in the public interest; and
(iii) Expedite its consideration and approval of the Agreement in order to provide the benefits of the Agreement as soon as possible.
(b) Support and mutually defend this Agreement in its entirety until the Commission has issued final approval of the Agreement.
(c) Oppose any modifications to this Agreement proposed by any non-settling party to the OII, unless all Settling Parties jointly agree to support such modification.
(d) Cooperate reasonably on all submissions, including briefs, necessary to achieve Commission Approval of the Agreement.
(e) Review any Commission orders regarding this Agreement to determine if the Commission has changed or modified this Agreement, deleted a term, or imposed a new term in this Agreement. If any Settling Party is unwilling to accept such change, modification, deletion, or addition of a new term, that Settling Party shall so notify the other Settling Parties within 15 days of issuance of the order by the Commission. The Settling Parties shall thereafter promptly discuss each change, modification, deletion, or new term to this Agreement found unacceptable and negotiate in good faith to achieve a resolution acceptable to all Settling Parties and promptly seek Commission approval of the resolution so achieved. Failure to resolve such change, modification, deletion, or new term to this Agreement to the satisfaction of all Settling Parties within 15 days of notification, or to obtain Commission approval of such resolution promptly thereafter, shall entitle any Settling Party to terminate this Agreement through prompt notice to all other Settling Parties.
5.2. 3.1 In accordance with Rule 12.5, the Settling Parties intend that Commission adoption of this Settlement Agreement will be binding on all the Parties to this proceeding, including their legal successors, assigns, partners, members, agents, parent or subsidiary companies, affiliates, officers, directors, and/or employees. Unless the Commission expressly provides otherwise, and except as otherwise expressly provided for herein, such adoption does not constitute a complete resolution approval or precedent for any principle or issue in this or any future proceeding. Creek hydro facilities, Palo Verde Nuclear Generation Station, etc.). Under the Settlement Agreement, these non-SONGS, pre-2002 Legacy UOG resource costs and their associated forecast generation output would be excluded from the PCIA calculation for the Pre-2009 Vintage Departing Load Customers. 5 The Commission has not historically allowed for “negative” PCIA charges, and the Settling Parties note that this Settlement Agreement is strictly non-precedential. For the avoidance of this OII and will have the effect set forth in Rule 12.5 of doubt, SCE strongly opposes changes to the Commission’s Rules historical practices on this subject except for the limited purposes of Practice and Procedurethis Settlement Agreement under these particular circumstances.
5.3. Since this Agreement represents a compromise by them, the Settling Parties have entered into each stipulation contained in this Agreement on the basis that the stipulation not be construed as an admission or concession by any Settling Party regarding any fact or matter of law at issue in this proceeding. Should this Agreement not be approved in its entirety by the Commission, the Settling Parties reserve all rights to take any position whatsoever with respect to any fact or matter of law at issue in the OII.
5.4. 3.2 The Settling Parties agree that no signatory to this the Settlement Agreement or any employee thereof assumes any personal liability as a result of this Settlement Agreement.
5.53.3 The Parties agree that this Settlement Agreement is subject to approval by the Commission. As soon as practicable after the Parties have signed this Settlement Agreement, the Parties will jointly file a Motion for Commission Approval and Adoption of the Settlement Agreement. The Parties will furnish such additional information, documents, and/or testimony as the Commission may require in granting the Motion and adopting this Settlement Agreement.
3.4 The Parties agree to support the Settlement Agreement and use their best efforts to secure Commission approval of the Settlement Agreement in its entirety and without modification.
3.5 The Parties agree to recommend that the Commission approve and adopt this Settlement Agreement in its entirety without change.
3.6 The Parties agree that, if the Commission fails to adopt the Settlement Agreement in its entirety and without modification, the Parties shall convene a settlement conference within fifteen (15) days thereof to discuss whether they can resolve the issues raised by the Commission’s actions. If the Parties cannot mutually agree to resolve the issues raised by the Commission’s actions, the Settlement Agreement shall be rescinded and the Parties shall be released from their obligation to support the Settlement Agreement. Thereafter, the Parties may pursue any Settling action they deem appropriate, but agree to cooperate in establishing a procedural schedule.
3.7 The Parties agree to actively and mutually defend the Settlement Agreement if its adoption is opposed by any other party.
3.8 If any Party fails to perform its respective obligations under this the Settlement Agreement, any the other Settling Party or Parties may come before the Commission to pursue a remedy including enforcement.
5.6. 3.9 The provisions of this Settlement Agreement are not severable. If the Commission, or any court of competent jurisdiction, overrules or modifies as legally invalid any material provision of this Settlement Agreement, the this Settlement Agreement may be considered rescinded, at the discretion of any of the Settling Parties, rescinded as of the date such ruling or modification becomes final, at the discretion of the Parties.
5.7. 3.10 The Settling Parties acknowledge and stipulate that they are agreeing to this Settlement Agreement freely, voluntarily, and without any fraud, duress, duress or undue influence by any other party. Each Settling Party hereby states that, through its authorized representatives, that it has read and fully understands its rights, privileges, privileges and duties under this Settlement Agreement, including each Settling Party’s right to discuss this Settlement Agreement with its legal counsel and has exercised those rights, privileges, privileges and duties to the extent deemed necessary.
5.8. 3.11 In executing this Settlement Agreement, each Settling Party declares and mutually agrees that the terms and conditions herein are reasonable, consistent with the law, and in the public interest.
5.93.12 The Settlement Agreement constitutes a full and final settlement of all issues addressed herein. This The Settlement Agreement constitutes the Settling Parties’ entire agreement on the subject matters addressed hereinsettlement, which cannot be amended or modified without the express written and signed consent of all the Settling Parties hereto.
5.10. None of the provisions of this Agreement shall be considered waived by any Settling Party unless such waiver is given in writing. The failure of a Settling Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of their rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect.
5.11. 3.13 No Settling Party has relied, or presently relies, upon any statement statement, promise, or representation by any other Settling Party, whether oral or written, except as specifically set forth in this Settlement Agreement. Each Settling Party expressly assumes the risk of any mistake of law or fact made by such Settling Party or its authorized representative in entering into this Agreementrepresentative.
5.12. 3.14 This Settlement Agreement may be executed in up to four any number of separate counterparts by the different Settling Parties hereto with the same effect as if all Settling Parties had signed one and the same document. All such counterparts shall be deemed to be an original and shall together constitute one and the same Settlement Agreement.
5.13. 3.15 This Settlement Agreement shall become effective and binding on the Settling Parties as of the Effective Date. However, date it is approved by the provisions of Section 5.1 of this Agreement shall impose obligations on the Settling Parties immediately upon the execution of this Agreement by all of the Settling PartiesCommission in a final and non-appealable decision.
5.14. 3.16 This Settlement Agreement shall be governed by the laws of the State of California as to all matters, including but not limited to, matters of validity, construction, effect, performance, and remedies.
5.15. To the extent this Agreement requires that any Settling Party provide notice to any other Settling Party, such notice shall be in writing and directed to the signatories to this agreement.
Appears in 1 contract
Samples: Settlement Agreement
