Conditions to Conveyance of Bondable Transition Property. The obligation of the Seller to sell, and the obligation of the Issuer to purchase, Bondable Transition Property upon any Transfer Date shall be subject to and conditioned upon the satisfaction or waiver of each of the following conditions: (a) on or prior to the Transfer Date, the Seller shall deliver to the Issuer a duly executed Bill of Sale identifying the Bondable Transition Property to be coxxxxed as of that date, substantially in the form of Exhibit A; (b) as of the Transfer Date, no breach by the Seller of its representations, warranties or covenants in this Sale Agreement shall exist and the Seller shall have delivered to the Issuer and the Trustee an Officers' Certificate to such effect and no Servicer Default shall have occurred and be continuing; (c) as of the Transfer Date: (i) the Issuer shall have sufficient funds available to pay the purchase price for the Transferred Bondable Transition Property to be conveyed on such date; and (ii) all conditions set forth in the Indenture to the issuance of one or more Series of Transition Bonds intended to provide such funds shall have been satisfied or waived; (d) on or prior to the Transfer Date, the Seller shall have taken all actions required under the Competition Act, the Financing Order, the New Jersey UCC and the Delaware UCC, including, without limitation, filings under the New Jersey UCC and the Delaware UCC, to transfer to the Issuer ownership of the Transferred Bondable Transition Property to be conveyed on such date, free and clear of all Liens other than Liens created by the Issuer pursuant to the Indenture, and the Issuer shall have taken any action required for the Issuer to grant to the Trustee a valid perfected security interest in the Collateral and maintain such security interest as of such date, including any filings under the New Jersey UCC and the Delaware UCC; (e) in the case of any sale of Subsequent Transferred Bondable Transition Property only, the Seller shall have provided the Issuer and each Rating Agency with a notice specifying the Subsequent Transfer Date for the Subsequent Transferred Bondable Transition Property not later than ten days prior to such Subsequent Transfer Date; (f) the Seller shall have delivered to each Rating Agency any Opinions of Counsel requested by the Rating Agencies; (g) the Seller shall have delivered to the Trustee and the Issuer an Officers' Certificate confirming the satisfaction of each condition precedent specified in this Section 2.02; and (h) the Seller shall have received the Initial Purchase Price or the Subsequent Purchase Price, as applicable, in funds immediately available on the applicable Transfer Date.
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Conditions to Conveyance of Bondable Transition Property. The obligation of the Seller to sell, and the obligation of the Issuer to purchase, purchase Bondable Transition Property upon any Transfer Date shall be subject to and conditioned upon the satisfaction or waiver of each of the following conditions:
(a) on or prior to the Transfer Date, the Seller shall deliver to the Issuer a duly executed Bill Xxxx of Sale identifying the Bondable Transition Property to be coxxxxed conveyed as of that date, substantially in the form of Exhibit AA hereto;
(b) as of the Transfer Date, no breach by the Seller of its representations, warranties or covenants in this Sale Agreement shall exist and the Seller shall have delivered to the Issuer and the Trustee an Officers' Certificate to such effect and no Servicer Default shall have occurred and be continuing;
(c) as of the Transfer Date:
(i) the Issuer shall have sufficient funds available to pay the purchase price for the Transferred Bondable Transition Property to be conveyed on such date; , and
(ii) all conditions set forth in the Indenture to the issuance of one or more Series of Transition Bonds intended to provide such funds shall have been satisfied or waived;
(d) on or prior to the Transfer Date, the Seller shall have taken all actions required under the Competition Act, the Financing Order, Order and the New Jersey UCC and the Delaware UCC, including, without limitation, filings under the New Jersey UCC and the Delaware UCC, to transfer to the Issuer ownership of the Transferred Bondable Transition Property to be conveyed on such date, free and clear of all Liens other than Liens created by the Issuer pursuant to the Indenture, Indenture and the Issuer shall have taken any action required for the Issuer to grant to the Trustee a valid first priority perfected security interest in the Collateral and maintain such security interest as of such date, including any filings under the New Jersey UCC and the Delaware UCC;
(e) in the case of any sale of Subsequent Transferred Bondable Transition Property only, the Seller shall have provided the Issuer and each Rating Agency with a notice specifying the Subsequent Transfer Date for the Subsequent Transferred Bondable Transition Property not later than ten 10 days prior to such the Subsequent Transfer Date;
(f) the Seller shall have delivered to each Rating Agency any Opinions and to the Issuer:
(i) an Opinion of Counsel requested by to the Rating AgenciesSeller with respect to the transfer of the Transferred Bondable Transition Property then being conveyed to the Issuer substantially in the form of Exhibit B hereto, and
(ii) an Opinion of Counsel to the Seller, substantially in the form of Exhibit C hereto;
(g) the Seller shall have delivered to the Trustee and the Issuer an Officers' Certificate confirming the satisfaction of each condition precedent specified in this Section 2.02;
(h) with respect to any Subsequent Sale, the Seller shall have taken any action necessary in order for the Rating Agency Condition to have been satisfied; and
(hi) the Seller shall have received the Initial Purchase Price or the Subsequent Purchase Price, as applicable, in funds immediately available on the applicable Transfer Date.
Appears in 1 contract
Conditions to Conveyance of Bondable Transition Property. The obligation of the Seller to sell, and the obligation of the Issuer to purchase, Bondable Transition Property upon any Transfer Date shall be subject to and conditioned upon the satisfaction or waiver of each of the following conditions:
(a) on or prior to the Transfer Date, the Seller shall deliver to the Issuer a duly executed Bill Bxxx of Sale identifying the Bondable Transition Property to be coxxxxed conveyed as of that date, substantially in the form of Exhibit A;
(b) as of the Transfer Date, no breach by the Seller of its representations, warranties or covenants in this Sale Agreement shall exist and the Seller shall have delivered to the Issuer and the Trustee an Officers' ’ Certificate to such effect in substantially the form and substance as set forth in Exhibit B and no Servicer Default shall have occurred and be continuing;
(c) as of the Transfer Date:
(i) the Issuer shall have sufficient funds available to pay the purchase price for the Transferred Bondable Transition Property to be conveyed on such date; and
(ii) all conditions set forth in the Indenture precedent to the issuance of one or more Series of Transition Bonds set forth in the Indenture intended to provide such funds shall have been satisfied or waivedwaived by the parties thereto;
(d) on or prior to the Transfer Date, the Seller shall have taken all actions required under the Competition Act, the Financing Order, the New Jersey UCC and the Delaware UCC, including, without limitation, filings under the New Jersey UCC and the Delaware UCC, to transfer to the Issuer ownership of the Transferred Bondable Transition Property to be conveyed on such date, free and clear of all Liens other than Liens created by the Issuer pursuant to the IndentureIndenture and to perfect such transfer, and the Issuer shall have taken any action all actions required for the Issuer to grant to the Trustee a valid perfected security interest interest, which once perfected, will be first priority in the Collateral and maintain such security interest as of such date, including any filings under the New Jersey UCC and the Delaware UCC;
(e) in the case of any sale of Subsequent Transferred Bondable Transition Property only, the Seller shall have provided the Issuer and each Rating Agency with a notice specifying the Subsequent Transfer Date for the Subsequent Transferred Bondable Transition Property not later than ten days prior to such Subsequent Transfer Date;
(f) the Seller shall have delivered to each Rating Agency any Opinions of Counsel requested by the Rating Agencies;
(g) the Seller shall have delivered to the Trustee and the Issuer an Officers' ’ Certificate in substantially the form and substance as set forth in Exhibit B confirming the satisfaction of each condition precedent specified in this Section 2.02; and
(h) the Seller shall have received the Initial Purchase Price or the Subsequent Purchase Price, as applicable, in funds immediately available on the applicable Transfer Date.
Appears in 1 contract
Conditions to Conveyance of Bondable Transition Property. The obligation of the Seller to sell, and the obligation of the Issuer to purchase, Bondable Transition Property upon any Transfer Date shall be subject to and conditioned upon the satisfaction or waiver of each of the following conditions:
(a) on or prior to the such Transfer Date, the Seller shall deliver to the Issuer a duly executed Bill of Sale identifying the Bondable Transition Property to be coxxxxed xx xonveyed as of that date, substantially in the form of Exhibit A;
(b) as of the such Transfer Date, no breach by the Seller of its representations, warranties or covenants in this Sale Agreement shall exist and the Seller shall have delivered to the Issuer and the Trustee an Officers' Certificate to such effect effect, and no Servicer Default shall have occurred and be continuing;
(c) as of the such Transfer Date:
(i) the Issuer shall have sufficient funds available to pay the purchase price for the Transferred Bondable Transition Property to be conveyed on such date; , and
(ii) all conditions set forth in the Indenture to the issuance of one or more Series of Transition Bonds intended to provide such funds shall have been satisfied or waived;
(d) on or prior to the such Transfer Date, the Seller shall have taken all actions required under the Competition Act, the BPU Financing Order, Orders and the New Jersey UCC and the Delaware UCC, including, including without limitation, limitation filings under the New Jersey UCC and the Delaware UCC, to transfer to the Issuer ownership of the Transferred Bondable Transition Property to be conveyed on such date, date free and clear of all Liens other than Liens created by the Issuer pursuant to the Indenture, and the Issuer shall have taken any action all actions required for the Issuer to grant to the Trustee a valid first priority perfected security interest in the Collateral and maintain such security interest as of such date, including without limitation any filings required under the New Jersey UCC and the Delaware UCC;
(e) in the case of any sale of Subsequent Transferred Bondable Transition Property only, the Seller shall have provided the Issuer and each Rating Agency with a written notice specifying the Subsequent Transfer Date for the such Subsequent Transferred Bondable Transition Property not later than ten 10 days prior to such Subsequent Transfer DateDate and shall have taken any other action necessary in order for the Rating Agency Condition to have been satisfied with respect to such sale;
(f) the Seller shall have delivered to each Rating Agency any Opinions and to the Issuer:
(i) an Opinion of Counsel requested by to the Rating AgenciesSeller with respect to the transfer of the Transferred Bondable Transition Property then being conveyed to the Issuer, substantially in the form of Exhibit B, and
(ii) an Opinion of Counsel to the Seller, substantially in the form of Exhibit C;
(g) the Seller shall have delivered to the Trustee and the Issuer an Officers' Certificate confirming the satisfaction of each condition precedent specified in this Section 2.02; and
(h) the Seller shall have received the Initial Purchase Price or the Subsequent Purchase Price, as applicable, in funds immediately available on the applicable such Transfer Date.
Appears in 1 contract
Samples: Bondable Transition Property Sale Agreement (Atlantic City Electric Transition Funding LLC)
Conditions to Conveyance of Bondable Transition Property. The obligation of the Seller to sell, and the obligation of the Issuer to purchase, purchase Bondable Transition Property upon any Transfer Date shall be subject to and conditioned upon the satisfaction or waiver of each of the following conditions:
(a) on or prior to the Transfer Date, the Seller shall deliver to the Issuer a duly executed Bill Xxxx of Sale identifying the Bondable Transition Property to be coxxxxed conveyed as of that date, substantially in the form of Exhibit AA hereto;
(b) as of the Transfer Date, no breach by the Seller of its representations, warranties or covenants in this Sale Agreement shall exist and the Seller shall have delivered to the Issuer and the Trustee an Officers' Certificate to such effect and no Servicer Default shall have occurred and be continuing;
(c) as of the Transfer Date:
(i) the Issuer shall have sufficient funds available to pay the purchase price for the Transferred Bondable Transition Property to be conveyed on such date; , and
(ii) all conditions set forth in the Indenture to the issuance of one or more Series of Transition Bonds intended to provide such funds shall have been satisfied or waived;
(d) on or prior to the Transfer Date, the Seller shall have taken all actions required under the Competition Act, the Financing Order, Order and the New Jersey UCC and the Delaware UCC, including, without limitation, filings under the New Jersey UCC and the Delaware UCC, to transfer to the Issuer ownership of the Transferred Bondable Transition Property to be conveyed on such date, free and clear of all Liens other than Liens created by the Issuer pursuant to the Indenture, Indenture and the Issuer shall have taken any action required for the Issuer to grant to the Trustee a valid first priority perfected security interest in the Collateral and maintain such security interest as of such date, including any including, without limitation, filings under the New Jersey UCC and the Delaware UCC;
(e) in the case of any sale of Subsequent Transferred Bondable Transition Property only, the Seller shall have provided the Issuer and each Rating Agency with a notice specifying the Subsequent Transfer Date for the Subsequent Transferred Bondable Transition Property not later than ten 10 days prior to such the Subsequent Transfer Date;
(f) the Seller shall have delivered to each Rating Agency any Opinions and to the Issuer:
(i) an Opinion of Counsel requested by to the Rating AgenciesSeller with respect to the transfer of the Transferred Bondable Transition Property then being conveyed to the Issuer substantially in the form of Exhibit B hereto, and
(ii) an Opinion of Counsel to the Seller, substantially in the form of Exhibit C hereto;
(g) the Seller shall have delivered to the Trustee and the Issuer an Officers' Certificate confirming the satisfaction of each condition precedent specified in this Section 2.02;
(h) with respect to any Subsequent Sale, the Seller shall have taken any action necessary in order for the Rating Agency Condition to have been satisfied; and
(hi) the Seller shall have received the Initial Purchase Price or the Subsequent Purchase Price, as applicable, in funds immediately available on the applicable Transfer Date.
Appears in 1 contract
Conditions to Conveyance of Bondable Transition Property. The obligation of the Seller to sell, and the obligation of the Issuer to purchase, Bondable Transition Property upon any Transfer Date shall be subject to and conditioned upon the satisfaction or waiver of each of the following conditions:
(a) on or prior to the Transfer Date, the Seller shall deliver to the Issuer a duly executed Bill of Sale identifying the Bondable Transition Property to be coxxxxed conxxxxd as of that date, substantially in the form of Exhibit A;
(b) as of the Transfer Date, no breach by the Seller of its representations, warranties or covenants in this Sale Agreement shall exist and the Seller shall have delivered to the Issuer and the Trustee an Officers' Certificate to such effect and no Servicer Default shall have occurred and be continuing;
(c) as of the Transfer Date:
(i) the Issuer shall have sufficient funds available to pay the purchase price for the Transferred Bondable Transition Property to be conveyed on such date; and
(ii) all conditions set forth in the Indenture to the issuance of one or more Series of Transition Bonds intended to provide such funds shall have been satisfied or waived;
(d) on or prior to the Transfer Date, the Seller shall have taken all actions required under the Competition Act, the Financing Order, the New Jersey UCC and the Delaware UCC, including, without limitation, filings under the New Jersey UCC and the Delaware UCC, to transfer to the Issuer ownership of the Transferred Bondable Transition Property to be conveyed on such date, free and clear of all Liens other than Liens created by the Issuer pursuant to the Indenture, and the Issuer shall have taken any action required for the Issuer to grant to the Trustee a valid perfected security interest in the Collateral and maintain such security interest as of such date, including any filings under the New Jersey UCC and the Delaware UCC;
(e) in the case of any sale of Subsequent Transferred Bondable Transition Property only, the Seller shall have provided the Issuer and each Rating Agency with a notice specifying the Subsequent Transfer Date for the Subsequent Transferred Bondable Transition Property not later than ten (10) days prior to such Subsequent Transfer Date;
(f) the Seller shall have delivered to each Rating Agency any Opinions and to the Issuer:
(i) an Opinion of Counsel requested by to the Rating AgenciesSeller with respect to the transfer of the Transferred Bondable Transition Property then being conveyed to the Issuer, substantially in the form of Exhibit B, and
(ii) an Opinion of Counsel to the Seller, substantially in the form of Exhibit C;
(g) the Seller shall have delivered to the Trustee and the Issuer an Officers' Certificate confirming the satisfaction of each condition precedent specified in this Section 2.02; and
(h) the Seller shall have received the Initial Purchase Price or the Subsequent Purchase Price, as applicable, in funds immediately available on the applicable Transfer Date.
Appears in 1 contract
Conditions to Conveyance of Bondable Transition Property. The obligation of the Seller to sell, and the obligation of the Issuer to purchase, Bondable Transition Property upon any Transfer Date shall be subject to and conditioned upon the satisfaction or waiver of each of the following conditions:
(a) on or prior to the such Transfer Date, the Seller shall deliver to the Issuer a duly executed Bill of Sale identifying the Bondable Transition Property to be coxxxxed xx conveyed as of that date, substantially in the form of Exhibit A;
(b) as of the such Transfer Date, no breach by the Seller of its representations, warranties or covenants in this Sale Agreement shall exist and the Seller shall have delivered to the Issuer and the Trustee an Officers' Certificate to such effect effect, and no Servicer Default shall have occurred and be continuing;
(c) as of the such Transfer Date:
(i) the Issuer shall have sufficient funds available to pay the purchase price for the Transferred Bondable Transition Property to be conveyed on such date; , and
(ii) all conditions set forth in the Indenture to the issuance of one or more Series of Transition Bonds intended to provide such funds shall have been satisfied or waived;
(d) on or prior to the such Transfer Date, the Seller shall have taken all actions required under the Competition Act, the BPU Financing Order, Orders and the New Jersey UCC and the Delaware UCC, including, including without limitation, limitation filings under the New Jersey UCC and the Delaware UCC, to transfer to the Issuer ownership of the Transferred Bondable Transition Property to be conveyed on such date, date free and clear of all Liens other than Liens created by the Issuer pursuant to the Indenture, and the Issuer shall have taken any action all actions required for the Issuer to grant to the Trustee a valid first priority perfected security interest in the Collateral and maintain such security interest as of such date, including any without limitation filings under the New Jersey UCC and the Delaware UCC;
(e) in the case of any sale of Subsequent Transferred Bondable Transition Property only, the Seller shall have provided the Issuer and each Rating Agency with a written notice specifying the Subsequent Transfer Date for the such Subsequent Transferred Bondable Transition Property not later than ten 10 days prior to such Subsequent Transfer DateDate and shall have taken any other action necessary in order for the Rating Agency Condition to have been satisfied with respect to such sale;
(f) the Seller shall have delivered to each Rating Agency any Opinions and to the Issuer:
(i) an Opinion of Counsel requested by to the Rating AgenciesSeller with respect to the transfer of the Transferred Bondable Transition Property then being conveyed to the Issuer, substantially in the form of Exhibit B, and
(ii) an Opinion of Counsel to the Seller, substantially in the form of Exhibit C;
(g) the Seller shall have delivered to the Trustee and the Issuer an Officers' Certificate confirming the satisfaction of each condition precedent specified in this Section 2.02; and
(h) the Seller shall have received the Initial Purchase Price or the Subsequent Purchase Price, as applicable, in funds immediately available on the applicable such Transfer Date.
Appears in 1 contract
Samples: Bondable Transition Property Sale Agreement (Atlantic City Electric Transition Funding LLC)
Conditions to Conveyance of Bondable Transition Property. The obligation of the Seller to sell, and the obligation of the Issuer to purchase, Bondable Transition Property upon any Transfer Date shall be subject to and conditioned upon the satisfaction or waiver of each of the following conditions:
(a) on or prior to the Transfer Date, the Seller shall deliver to the Issuer a duly executed Bill Xxxx of Sale identifying the Bondable Transition Property to be coxxxxed conveyed as of that date, substantially in the form of Exhibit A;
(b) as of the Transfer Date, no breach by the Seller of its representations, warranties or covenants in this Sale Agreement shall exist and the Seller shall have delivered to the Issuer and the Trustee an Officers' ’ Certificate to such effect in substantially the form and substance as set forth in Exhibit B and no Servicer Default shall have occurred and be continuing;
(c) as of the Transfer Date:
(i) the Issuer shall have sufficient funds available to pay the purchase price for the Transferred Bondable Transition Property to be conveyed on such date; and
(ii) all conditions set forth in the Indenture precedent to the issuance of one or more Series of Transition Bonds set forth in the Indenture intended to provide such funds shall have been satisfied or waivedwaived by the parties thereto;
(d) on or prior to the Transfer Date, the Seller shall have taken all actions required under the Competition Act, the Financing Order, the New Jersey UCC and the Delaware UCC, including, without limitation, filings under the New Jersey UCC and the Delaware UCC, to transfer to the Issuer ownership of the Transferred Bondable Transition Property to be conveyed on such date, free and clear of all Liens other than Liens created by the Issuer pursuant to the IndentureIndenture and to perfect such transfer, and the Issuer shall have taken any action all actions required for the Issuer to grant to the Trustee a valid perfected security interest interest, which once perfected, will be first priority in the Collateral and maintain such security interest as of such date, including any filings under the New Jersey UCC and the Delaware UCC;
(e) in the case of any sale of Subsequent Transferred Bondable Transition Property only, the Seller shall have provided the Issuer and each Rating Agency with a notice specifying the Subsequent Transfer Date for the Subsequent Transferred Bondable Transition Property not later than ten days prior to such Subsequent Transfer Date;
(f) the Seller shall have delivered to each Rating Agency any Opinions of Counsel requested by the Rating Agencies;
(g) the Seller shall have delivered to the Trustee and the Issuer an Officers' ’ Certificate in substantially the form and substance as set forth in Exhibit B confirming the satisfaction of each condition precedent specified in this Section 2.02; and
(h) the Seller shall have received the Initial Purchase Price or the Subsequent Purchase Price, as applicable, in funds immediately available on the applicable Transfer Date.
Appears in 1 contract