Common use of Conditions to Conveyance of Intangible Transition Property Clause in Contracts

Conditions to Conveyance of Intangible Transition Property. The Transferor shall be permitted to sell Intangible Transition Property to the Seller only upon the satisfaction or waiver of each of the following conditions: (i) on or prior to the Initial Contribution Date or Subsequent Contribution Date, as applicable, the Transferor shall have delivered to the Seller a duly executed Xxxx of Sale identifying the Intangible Transition Property to be conveyed on that date; (ii) as of the Initial Contribution Date or the Subsequent Contribution Date, as applicable, the Transferor was not insolvent and will not have been made insolvent by such sale and the Transferor is not aware of any pending insolvency with respect to itself; (iii) as of the Initial Contribution Date or the Subsequent Contribution Date, as applicable, no breach by the Transferor of its representations, warranties or covenants in this Agreement shall exist; and no Servicer Default shall have occurred and be continuing; (iv) as of the Initial Contribution Date or the Subsequent Contribution Date, as applicable, (A) the Issuer shall have sufficient funds available to pay the purchase price for the Transferred Intangible Transition Property to be conveyed on such date and (B) all conditions to the issuance of one or more Series of Transition Bonds intended to provide such funds set forth in the Indenture shall have been satisfied or waived; (v) on or prior to the Initial Contribution Date or Subsequent Contribution Date, as applicable, the Transferor shall have taken all action required to transfer to the Seller ownership of the Transferred Intangible 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; the Seller shall have taken any action required for the Seller to transfer to the Issuer ownership of the Transferred Intangible 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 or the Servicer, on behalf of the Issuer, shall have taken any action required for the Issuer to grant the Bond Trustee a first priority perfected security interest in the Collateral and maintain such security interest as of such date; (vi) in the case of a sale of Subsequent Intangible Transition Property only, on or prior to such Subsequent Contribution Date, the Transferor shall have provided the Seller, the Issuer and the Rating Agencies with a timely Addition Notice; (vii) the Transferor shall have delivered to the Rating Agencies, the Seller and the Issuer (A) an Opinion of Counsel with respect to the transfer of the Transferred Intangible Transition Property then being conveyed to the Seller substantially in the form of Exhibit B hereto and (B) the Opinion of Counsel required by Section 5.04(a); and (viii) the Transferor shall have delivered to the Bond Trustee, the Seller and the Issuer an Officers' Certificate confirming the satisfaction of each condition precedent specified in this Section 2.03.

Conditions to Conveyance of Intangible Transition Property. The Transferor shall be permitted to sell Intangible Transition Property to the 14 11 Seller only upon the satisfaction or waiver of each of the following conditions: (i) on or prior to the Initial Contribution Date or Subsequent Contribution Date, as applicable, the Transferor shall have delivered to the Seller a duly executed Xxxx of Bill xx Sale identifying the Intangible Transition Property to be conveyed on that date; (ii) as of the Initial Contribution Date or the Subsequent Contribution Date, as applicable, the Transferor was not insolvent and will not have been made insolvent by such sale and the Transferor is not aware of any pending insolvency with respect to itself; (iii) as of the Initial Contribution Date or the Subsequent Contribution Date, as applicable, no breach by the Transferor of its representations, warranties or covenants in this Agreement shall exist; and no Servicer Default shall have occurred and be continuing; (iv) as of the Initial Contribution Date or the Subsequent Contribution Date, as applicable, (A) the Issuer shall have sufficient funds available to pay the purchase price for the Transferred Intangible Transition Property to be conveyed on such date and (B) all conditions to the issuance of one or more Series of Transition Bonds intended to provide such funds set forth in the Indenture shall have been satisfied or waived;; 15 12 (v) on or prior to the Initial Contribution Date or Subsequent Contribution Date, as applicable, the Transferor shall have taken all action required to transfer to the Seller ownership of the Transferred Intangible 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; the Seller shall have taken any action required for the Seller to transfer to the Issuer ownership of the Transferred Intangible 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 or the Servicer, on behalf of the Issuer, shall have taken any action required for the Issuer to grant the Bond Trustee a first priority perfected security interest in the Collateral and maintain such security interest as of such date; (vi) in the case of a sale of Subsequent Intangible Transition Property only, on or prior to such Subsequent Contribution Date, the Transferor shall have provided the Seller, the Issuer and the Rating Agencies with a timely Addition Notice; (vii) the Transferor shall have delivered to the Rating Agencies, the Seller and the Issuer (A) an Opinion of Counsel with respect to the transfer of the Transferred Intangible Transition Property then being 16 13 conveyed to the Seller substantially in the form of Exhibit B hereto and (B) the Opinion of Counsel required by Section 5.04(a); and (viii) the Transferor shall have delivered to the Bond Trustee, the Seller and the Issuer an Officers' Certificate confirming the satisfaction of each condition precedent specified in this Section 2.03.

Conditions to Conveyance of Intangible Transition Property. The Transferor shall be permitted to contribute or sell Intangible Transition Property to the Seller only upon the satisfaction or waiver of each of the following conditions: (i) on or prior to the Initial Contribution Date or Subsequent Contribution Date, as applicable, the Transferor shall have delivered to the Seller a duly executed Xxxx Bill of Sale identifying the Intangible Transition Property to be xx conveyed on that date; (ii) as of the Initial Contribution Date or the Subsequent Contribution Date, as applicable, the Transferor was not insolvent and will not have been made insolvent by such sale and the Transferor is not aware of any pending insolvency with respect to itself; (iii) as of the Initial Contribution Date or the Subsequent Contribution Date, as applicable, no breach by the Transferor of its representations, warranties or 138 covenants in this Agreement shall exist; and no Servicer Default shall have occurred and be continuing; (iv) as of the Initial Contribution Date or the Subsequent Contribution Date, as applicable, (A) the Issuer shall have sufficient funds available to pay the purchase price for the Transferred Intangible Transition Property to be conveyed on such date and (B) all conditions to the issuance of one or more Series of Transition Bonds intended to provide such funds set forth in the Indenture shall have been satisfied or waived; (v) on or prior to the Initial Contribution Date or Subsequent Contribution Date, as applicable, the Transferor shall have taken all action required to transfer to the Seller ownership of the Transferred Intangible 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; the Seller shall have taken any action required for the Seller to transfer to the Issuer ownership of the Transferred Intangible 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 or the Servicer, on behalf of the Issuer, shall have taken any action required for the Issuer to grant the Bond Trustee a first priority 139 perfected security interest in the Collateral and maintain such security interest as of such date; ; (vi) in the case of a sale of Subsequent Intangible Transition Property only, on or prior to such Subsequent Contribution Date, the Transferor shall have provided the Seller, the Issuer and the Rating Agencies with a timely Addition Notice; (vii) the Transferor shall have delivered to the Rating Agencies, the Seller and the Issuer (A) an Opinion of Counsel with respect to the transfer of the Transferred Intangible Transition Property then being conveyed to the Seller substantially in the form of Exhibit B hereto and (B) the Opinion of Counsel required by Section 5.04(a); and (viii) the Transferor shall have delivered to the Bond Trustee, the Seller and the Issuer an Officers' Certificate confirming the satisfaction of each condition precedent specified in this Section 2.03.

Conditions to Conveyance of Intangible Transition Property. The Transferor Seller shall be permitted to sell Intangible Transition Property to the Seller Issuer only upon the satisfaction or waiver of each of the following conditions: (i) on or prior to the Initial Contribution Transfer Date or Subsequent Contribution Transfer Date, as applicable, the Transferor Seller shall have delivered to the Seller Issuer a duly executed Xxxx of Sale identifying the Intangible Transition Property to be conveyed on that date; (ii) as of the Initial Contribution Transfer Date or the Subsequent Contribution Transfer Date, as applicable, the Transferor Seller was not insolvent and will not have been made insolvent by such sale and the Transferor Seller is not aware of any pending insolvency with respect to itself; (iii) as of the Initial Contribution Transfer Date or the Subsequent Contribution Transfer Date, as applicable, no breach by the Transferor Seller of its representations, warranties or covenants in this Agreement shall exist; and no Servicer Default shall have occurred and be continuing; (iv) as of the Initial Contribution Transfer Date or the Subsequent Contribution Transfer Date, as applicable, (A) the Issuer shall have sufficient funds available to pay the purchase price for the Transferred Intangible Transition Property to be conveyed on such date and (B) all conditions to the issuance of one or more Series of Transition Bonds intended to provide such funds set forth in the Indenture shall have been satisfied or waived; (v) on or prior to the Initial Contribution Transfer Date or Subsequent Contribution Transfer Date, as applicable, the Transferor Seller shall have taken all action required to transfer to the Seller ownership of the Transferred Intangible 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; the Seller shall have taken any action required for the Seller to transfer to the Issuer ownership of the Transferred Intangible 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 or the Servicer, on behalf of the Issuer, shall have taken any action required for the Issuer to grant the Bond Trustee a first priority perfected security interest in the Collateral and maintain such security interest as of such date; (vi) in the case of a sale of Subsequent Intangible Transition Property only, on or prior to such Subsequent Contribution Transfer Date, the Transferor Seller shall have provided the Seller, the Issuer and the Rating Agencies with a timely Addition Notice; (vii) the Transferor Seller shall have delivered to the Rating Agencies, the Seller Agencies and the Issuer (A) an Opinion of Counsel with respect to the transfer of the Transferred Intangible Transition Property then being conveyed to the Seller substantially in the form of Exhibit B hereto and (B) the Opinion of Counsel required by Section 5.04(a); and (viii) the Transferor Seller shall have delivered to the Bond Trustee, the Seller Trustee and the Issuer an Officers' Certificate confirming the satisfaction of each condition precedent specified in this Section 2.03.

Conditions to Conveyance of Intangible Transition Property. The Transferor shall be permitted sale by the Seller to sell the Issuer, and the purchase by the Issuer from the Seller, of Intangible Transition Property upon the Initial Transfer Date or any Subsequent Transfer Date shall be subject to the Seller only and conditioned upon the satisfaction or waiver of each of the following conditions: (i) on or prior to the Initial Contribution Date or Subsequent Contribution Transfer Date, as applicable, the Transferor Seller shall have delivered deliver to the Seller Issuer a duly executed Xxxx of Sale identifying the Intangible Transition Property to be conveyed on as of that date, substantially in the form of Exhibit A hereto; (ii) as of the Initial Contribution Date or the Subsequent Contribution Transfer Date, as applicable, the Transferor was not insolvent and will not have been made insolvent by such sale and the Transferor is not aware of any pending insolvency with respect to itself; (iii) as of the Initial Contribution Date or the Subsequent Contribution Date, as applicable, no breach by the Transferor Seller of its representations, warranties or covenants in this Agreement shall exist; exist and no Servicer Default shall have occurred and be continuing; (iii) as of the Transfer Date, the representations and warranties of PP&L under the Contribution Agreement shall be true and correct and no default shall exist thereunder, and PP&L shall have delivered to the Issuer and the Trustee an Officer's Certificate to such effect and confirming that the Issuer may exercise all of the rights of the Seller under the Contribution Agreement; (iv) as of the Initial Contribution Date or the Subsequent Contribution Transfer Date, as applicable, : (A) the Issuer shall have sufficient funds available to pay the purchase price for the Transferred Intangible Transition Property to be conveyed on such date and date, and (B) all conditions to the issuance of one or more Series of Transition Bonds intended to provide such funds set forth in the Indenture shall have been satisfied or waived; (v) on or prior to the Initial Contribution Date or Subsequent Contribution Transfer Date, as applicable, the Transferor Seller shall have taken all action required to transfer to the Seller ownership of the Transferred Intangible 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; the Seller shall have taken any action required for the Seller to transfer to the Issuer ownership of the Transferred Intangible 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, including, without limitation, filing a notice of such transfer with the PUC pursuant to the Competition Act; and the Issuer or the Servicer, on behalf of the Issuer, shall have taken any action required for the Issuer to grant the Bond Trustee a first priority perfected security interest in the Collateral and maintain such security interest as of such date; (vi) in the case of a any sale of Subsequent Intangible Transition Property only, on or prior to such Subsequent Contribution Date, the Transferor Seller shall have provided the Seller, the Issuer and the Rating Agencies with a timely Addition Noticenotice specifying the Subsequent Transfer Date for the Subsequent Intangible Transition Property not later than 10 days prior to the Subsequent Transfer Date; (vii) the Transferor Seller shall have delivered to the Rating Agencies, Agencies and to the Seller and the Issuer Issuer: (A) an Opinion of Counsel with respect to the transfer of the Transferred Intangible Transition Property then being conveyed to the Seller Issuer substantially in the form of Exhibit B hereto and and (B) the an Opinion of Counsel required by Section 5.04(a); andto the Seller, substantially in the form of Exhibit C hereto; (viii) the Transferor Seller shall have delivered to the Bond Trustee, the Seller Trustee and the Issuer an Officers' Certificate confirming the satisfaction of each condition precedent specified in this Section 2.032.02; (ix) 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 (x) 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.

Conditions to Conveyance of Intangible Transition Property. The Transferor Seller shall be permitted to sell Intangible Transition Property to the Seller Issuer only upon the satisfaction or waiver of each of the following conditions: (i) on or prior to the Initial Contribution Transfer Date or Subsequent Contribution Transfer Date, as applicable, the Transferor Seller shall have delivered to the Seller Issuer a duly executed Xxxx of Sale identifying the Intangible Transition Property to be conveyed on that date; (ii) as of the Initial Contribution Transfer Date or the Subsequent Contribution Transfer Date, as applicable, the Transferor Seller was not insolvent and will not have been made insolvent by such sale and the Transferor Seller is not aware of any pending insolvency with respect to itself; (iii) as of the Initial Contribution Transfer Date or the Subsequent Contribution Transfer Date, as applicable, no breach by the Transferor Seller of its representations, warranties or covenants in this Agreement shall exist; and no Servicer Default shall have occurred and be continuing; (iv) as of the Initial Contribution Transfer Date or the Subsequent Contribution Transfer Date, as applicable, (A) the Issuer shall have sufficient funds available to pay the purchase price for the Transferred Intangible Transition Property to be conveyed on such date and (B) all conditions to the issuance of one or more Series of Transition Bonds intended to provide such funds set forth in the Indenture shall have been satisfied or waived; (v) on or prior to the Initial Contribution Transfer Date or Subsequent Contribution Transfer Date, as applicable, the Transferor Seller shall have taken all action required to transfer to the Seller ownership of the Transferred Intangible 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; the Seller shall have taken any action required for the Seller to transfer to the Issuer ownership of the Transferred Intangible 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 or the Servicer, on behalf of the Issuer, shall have taken any action required for the Issuer to grant the Bond Trustee a first priority perfected security interest in the Collateral and maintain such security interest as of such date; (vi) in the case of a sale of Subsequent Intangible Transition Property only, on or prior to such Subsequent Contribution Transfer Date, the Transferor Seller shall have provided the Seller, the Issuer and the Rating Agencies with a timely Addition Notice; (vii) the Transferor Seller shall have delivered to the Rating Agencies, the Seller Agencies and the Issuer (A) an Opinion of Counsel with respect to the transfer of the Transferred Intangible Transition Property then being conveyed to the Seller Issuer substantially in the form of Exhibit B hereto and (B) the Opinion of Counsel required by Section 5.04(a); and (viii) the Transferor Seller shall have delivered to the Bond Trustee, the Seller Trustee and the Issuer an Officers' Certificate confirming the satisfaction of each condition precedent specified in this Section 2.03.