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

Conditions to Conveyance of the Transition Property. The obligation of the Seller to sell, and the obligation of the Issuer to purchase the Transition Property on the 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 Transfer Date, the Seller shall deliver to the Issuer a duly executed Xxxx of Sale identifying the Transition Property, substantially in the form of Exhibit A hereto; (ii) as of the Transfer Date, the representations and warranties of the Seller in this Agreement shall be true and correct in all material respects, no material breach by the Seller of its covenants in this Agreement shall exist, 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 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 Transition Bonds intended to provide such funds shall have been satisfied or waived; (iv) on or prior to the Transfer Date, the Seller shall have taken all actions required under the Restructuring Act, the Financing Order and other applicable law for the Issuer to have ownership of the Transition 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 Restructuring Act, the Financing Order and 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 Transfer Date.

Conditions to Conveyance of the Transition Property. The obligation of the Seller to sell, and the obligation of the Issuer to purchase the Transition Property on the 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 Transfer Date, the Seller shall deliver to the Issuer a duly executed Xxxx of Sale identifying the Transition Property, substantially in the form of Exhibit A hereto; (ii) as of the Transfer Date, the representations and warranties of the Seller in this Agreement shall be true and correct in all material respects, respects and no material breach by the Seller of its covenants in this Agreement shall exist, 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 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 Transition Bonds intended to provide such funds shall have been satisfied or waived; (iv) on or prior to the Transfer Date, the Seller shall have taken all actions required under the Restructuring ActTexas Electric Choice Plan, the Financing Order and other applicable law for the Issuer to have ownership of the Transition 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 Restructuring ActTexas Electric Choice Plan, the Financing Order and 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 Transfer Date.

Conditions to Conveyance of the Transition Property. The obligation of the Seller to sell, and the obligation of the Issuer to purchase the Transition Property on upon the Initial Transfer Date or any Subsequent 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 applicable Transfer Date, the Seller shall deliver to the Issuer a duly executed Xxxx of Sale identifying the Transition PropertyProperty to be purchased as of that date, substantially in the form of Exhibit A hereto; (ii) as of the applicable Transfer Date, the representations and warranties of the Seller in this Agreement shall be true and correct in all material respects, no material breach by the Seller of its representations, warranties or covenants in this Agreement shall exist, exist and the Seller shall have delivered to the Issuer and the Indenture Trustee an Officer’s Officers' Certificate to such effect and no Servicer Default shall have occurred and be continuing; (iii) as of the applicable Transfer Date: (A) the Issuer shall have sufficient funds available to pay the Purchase Pricepurchase price for the Transferred Transition Property to be purchased on such date, and (B) all conditions set forth in the Indenture to the issuance of the one or more Series of Transition Bonds intended to provide such funds shall have been satisfied or waived; (iv) on or prior to the applicable Transfer Date, the Seller shall have taken all actions required under the Restructuring ActTexas Electric Choice Plan, the Financing Order and other applicable law for the Issuer to have ownership of the Transferred Transition PropertyProperty to be purchased on such date, free and clear of all Liens other than Liens created by the Issuer pursuant to the Indenture; and the Issuer, Issuer or the Servicer 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 Restructuring ActTexas Electric Choice Plan, the Financing Order and the UCC); (v) in the case of any sale of Subsequent Transition Property only, the Seller shall have provided the Issuer and each Rating Agency with a notice specifying the Subsequent Transfer Date for such Subsequent Transition Property not later than ten (10) days prior to the Subsequent Transfer Date; (vi) the Seller shall have delivered to each Rating Agency and to the Issuer any Opinions of Counsel requested by the Rating Agencies; (vivii) the Seller shall have delivered to the Indenture Trustee and the Issuer an Officer’s Officers' Certificate confirming the satisfaction of each relevant condition precedent specified in this Section 2.02; (viii) in the case of any sale of Subsequent Transition Property, the Seller shall have taken any action necessary to satisfy any Rating Agency Condition; and (viiix) 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 the Transition Property. The obligation of the Seller to sell, and the obligation of the Issuer to purchase the Transition Property on the 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 Transfer Date, the Seller shall deliver to the Issuer a duly executed Xxxx of Sale identifying the Transition Property, substantially in the form of Exhibit A hereto; (ii) as of the Transfer Date, the representations and warranties of the Seller in this Agreement shall be true and correct in all material respects, respects and no material breach by the Seller of its covenants in this Agreement shall exist, 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 Transfer Date: (A) the Issuer shall have sufficient funds available to pay the Purchase Pricepurchase price for the Transferred Transition Property to be purchased on such date, and (B) all conditions set forth in the Indenture to the issuance of the Transition Bonds intended to provide such funds shall have been satisfied or waived; (iv) on or prior to the Transfer Date, the Seller shall have taken all actions required under the Restructuring ActTexas Electric Choice Plan, the Financing Order and other applicable law for the Issuer to have ownership of the Transferred Transition 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 Restructuring ActTexas Electric Choice Plan, the Financing Order and 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 Transfer Date.