Common use of Conditions to Conveyance of the Storm Recovery Property Clause in Contracts

Conditions to Conveyance of the Storm Recovery Property. The obligation of the Seller to sell, and the obligation of the Issuer to purchase the Storm Recovery Property on the Closing Date shall be subject to and conditioned upon the satisfaction or waiver of each of the following conditions: (i) on or prior to the Closing Date, the Seller shall deliver to the Issuer a duly executed Xxxx of Sale identifying the Storm Recovery Property, substantially in the form of Exhibit A hereto; (ii) as of the Closing Date, the representations and warranties of the Seller in this Agreement shall be true and correct in all material respects and no material breach by the Seller of its covenants in this Agreement shall exist and the Seller shall have delivered to the Issuer and the Trustee an Officer’s Certificate to such effect and no Servicer Default shall have occurred and be continuing; (iii) as of the Closing Date: (A) the Issuer shall have sufficient funds available to pay the Purchase Price, (B) all conditions set forth in the Indenture to the issuance of the Storm Recovery Bonds shall have been satisfied or waived, and (C) the Seller is not insolvent and will not have been made insolvent by the sale of the Storm Recovery Property and the Seller is not aware of any pending insolvency with respect to itself. (iv) on or prior to the Closing Date, the Seller shall have taken all actions required under the Securitization Act, the Financing Order and other applicable law for the Issuer to have ownership of the Storm Recovery Property, 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 Trustee a first priority perfected security interest in the Trust Estate and maintain such security interest as of such date (including all actions required under the Securitization Act, the Financing Order and the Uniform Commercial Code as enacted in the State of Louisiana and each other applicable jurisdiction (the “UCC”)); (v) the Seller shall have delivered to each Rating Agency and to the Issuer any Opinions of Counsel requested by the Rating Agencies; (vi) the Seller shall have delivered to the Trustee and the Issuer an Officer’s Certificate confirming the satisfaction of each relevant condition precedent specified in this Section 2.02; and (vii) the Seller shall have received the Purchase Price in funds immediately available on the Closing Date.

Conditions to Conveyance of the Storm Recovery Property. The obligation of the Seller to sell, and the obligation of the Issuer to purchase the Storm Recovery Property on the Closing Date shall be subject to and conditioned upon the satisfaction or waiver of each of the following conditions: (i) on or prior to the Closing Date, the Seller shall deliver to the Issuer a duly executed Xxxx Bill of Sale identifying the Storm Recovery Property, substantially in the form of Exhibit A hereto; (ii) as of the Closing Date, the representations and warranties of the Seller in this Agreement shall be true and correct in all material respects and no material breach by the Seller of its covenants in this Agreement shall exist and the Seller shall have delivered to the Issuer and the Indenture Trustee an Officer’s Certificate to such effect and no Servicer Default shall have occurred and be continuing; (iii) as of the Closing Date: (A) the Issuer shall have sufficient funds available to pay the Purchase Price, (B) all conditions set forth in the Indenture to the issuance of the Storm Recovery Bonds shall have been satisfied or waived, and (C) the Seller is not insolvent and will not have been made insolvent by the sale of the Storm Recovery Property and the Seller is not aware of any pending insolvency with respect to itself. (iv) on or prior to the Closing Date, the Seller shall have taken all actions required under the Securitization Act, the Financing Order and other applicable law for to transfer to the Issuer to have ownership of the Storm Recovery Property, free and clear of all Liens other than Liens created by the Issuer pursuant to the IndentureIndenture and the other Basic Documents; and the Issuer, or the Servicer on behalf of the Issuer, shall have taken any action required for the Issuer to grant the Indenture Trustee a first priority perfected security interest in the Trust Estate and maintain such security interest as of such date (including all actions required under the Securitization Act, the Financing Order and the Uniform Commercial Code as UCC enacted in the State of Louisiana and each other applicable jurisdiction (the “UCC”)jurisdiction); (v) the Seller shall have delivered to each Rating Agency and to the Issuer any Opinions of Counsel requested by the Rating Agencies; (vi) the Seller shall have delivered to the Indenture Trustee and the Issuer an Officer’s Certificate confirming the satisfaction of each relevant condition precedent specified in this Section 2.02; and (vii) the Seller shall have received the Purchase Price in funds immediately available on the Closing Date.

Conditions to Conveyance of the Storm Recovery Property. The obligation of the Seller to sell, and the obligation of the Issuer to purchase the Storm Recovery Property on the Closing Transfer Date shall be subject to and conditioned upon the satisfaction or waiver of each of the following conditions: (i) on or prior to the Closing Transfer Date, the Seller shall deliver to the Issuer a duly executed Xxxx of Sale identifying the Storm Recovery Property, substantially in the form of Exhibit A hereto; (ii) as of the Closing Transfer Date, the representations and warranties of the Seller in this Agreement shall be true and correct in all material respects and no material breach by the Seller of its covenants in this Agreement shall exist and the Seller shall have delivered to the Issuer and the Indenture Trustee an Officer’s Certificate to such effect and no Servicer Default shall have occurred and be continuing; (iii) as of the Closing Transfer Date: (A) the Issuer shall have sufficient funds available to pay the Purchase Price,, and (B) all conditions set forth in the Indenture to the issuance of the Storm Recovery Bonds intended to provide such funds shall have been satisfied or waived, and (C) the Seller is not insolvent and will not have been made insolvent by the sale of the Storm Recovery Property and the Seller is not aware of any pending insolvency with respect to itself. (iv) on or prior to the Closing Transfer Date, the Seller shall have taken all actions required under the Securitization Act, the Financing Order and other applicable law for the Issuer to have ownership of the Storm Recovery Property, 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 Indenture Trustee a first priority perfected security interest in the Trust Estate and maintain such security interest as of such date (including all actions required under the Securitization Act, the Financing Order and the Uniform Commercial Code as enacted in the State of Louisiana and each other applicable jurisdiction (the “UCC”)); (v) the Seller shall have delivered to each Rating Agency and to the Issuer any Opinions of Counsel requested by the Rating Agencies; (vi) the Seller shall have delivered to the Indenture Trustee and the Issuer an Officer’s Certificate confirming the satisfaction of each relevant condition precedent specified in this Section 2.02; and (vii) the Seller shall have received the Purchase Price in funds immediately available on the Closing Transfer Date.

Conditions to Conveyance of the Storm Recovery Property. The obligation of the Seller to sell, and the obligation of the Issuer to purchase the Storm Recovery Property on the Closing Transfer Date shall be subject to and conditioned upon the satisfaction or waiver of each of the following conditions: (i) on or prior to the Closing Transfer Date, the Seller shall deliver to the Issuer a duly executed Xxxx Bill of Sale identifying the Storm Recovery Property, substantially in the form of Exhibit A hereto; (ii) as of the Closing Transfer Date, the representations and warranties of the Seller in this Agreement shall be true and correct in all material respects and no material breach by the Seller of its covenants in this Agreement shall exist and the Seller shall have delivered to the Issuer and the Indenture Trustee an Officer’s 's Certificate to such effect and no Servicer Default shall have occurred and be continuing; (iii) as of the Closing Transfer Date: (A) the Issuer shall have sufficient funds available to pay the Purchase Price,, and (B) all conditions set forth in the Indenture to the issuance of the Storm Recovery Bonds intended to provide such funds shall have been satisfied or waived, and (C) the Seller is not insolvent and will not have been made insolvent by the sale of the Storm Recovery Property and the Seller is not aware of any pending insolvency with respect to itself. (iv) on or prior to the Closing Transfer Date, the Seller shall have taken all actions required under the Securitization Act, the Financing Order and other applicable law for the Issuer to have ownership of the Storm Recovery Property, 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 Indenture Trustee a first priority perfected security interest in the Trust Estate and maintain such security interest as of such date (including all actions required under the Securitization Act, the Financing Order and the Uniform Commercial Code as enacted in the State of Louisiana and each other applicable jurisdiction (the “"UCC”")); (v) the Seller shall have delivered to each Rating Agency and to the Issuer any Opinions of Counsel requested by the Rating Agencies; (vi) the Seller shall have delivered to the Indenture Trustee and the Issuer an Officer’s 's Certificate confirming the satisfaction of each relevant condition precedent specified in this Section 2.02; and (vii) the Seller shall have received the Purchase Price in funds immediately available on the Closing Transfer Date.