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):
All Parties. This Agreement shall immediately and automatically terminate as to all Parties upon the earliest to occur of any of the following, without any requirement to provide notice to any other Party (the date of such termination, the “Agreement Termination Date”):
All Parties a) In the event the Participating Landowner needs to sell the conservation lands prior to the end of the "Duration of Conservation" for these lands under this CCAA, they will notify the FWS at least 60 days in advance of the potential sale, and notify the prospective landowner of the existence of this CCAA (and/or have previously recorded the CCAA) in order for the potential new owner to decide whether to become party to this CCAA. If funding was provided by through CEHMM under the CCA/CCAA to the Participating Landowner under this CCAA and the new landowner does not want to become party to this CCAA and requests transfer of the permit pursuant to 50 CFR 13.25(b), if issued; the Participating Landowner terminates his/her enrollment under this CCAA for other reasons; or the FWS suspends or revokes the permit, the current Participating Landowner shall reimburse the FWS a pro-rated amount, calculated as: (total funding received ÷ the "duration of conservation" period from the CI, related to the funding) × (the number of years remaining to be completed in the "duration of conservation" period). If the Participating Landowner has received funding from other sources, such as PFW or NRCS, they may need to repay other funding sources in accordance to agreements the Participating Landowner makes with these funding sources. If the new landowner does not become a party to this CCAA and the permit is not transferred, or a new permit is not issued, he/she will not receive the benefits of the permit authorizing incidental take of LPC and/or SDL.
All Parties. (i) Each of the Parties will use its reasonable Best Efforts to take all action and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Section 6 below).
All Parties. This Agreement shall terminate as to all Parties upon the earliest to occur of any of the following: