Common use of Conveyance of Initial Intangible Transition Property Clause in Contracts

Conveyance of Initial Intangible Transition Property. (a) In consideration of the Issuer's delivery to or upon the order of the Seller of $3,994,560,476, subject to the conditions specified in Section 2.03, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations herein), all right, title and interest of the Seller in and to the Initial Intangible Transition Property (such sale, transfer, assignment, set over and conveyance of the Initial Intangible Transition Property includes, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Intangible Transition Charges related to the Initial Intangible Transition Property, as the same may be adjusted from time to time). Such sale, transfer, assignment, set over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 2812(e) of the Statute, shall be treated as an absolute transfer of all of the Seller's right, title and interest (as in a true sale), and not as a pledge or other financing, of the Initial Intangible Transition Property. The preceding sentence is the statement referred to in Section 2812(e) of the Statute. The Seller agrees and confirms that after giving effect to the sale contemplated hereby it has no rights in the Initial Intangible Transition Property to which a security interest of creditors of the Seller could attach because it has sold all rights in the Initial Intangible Transition Property to the Issuer pursuant to Section 2812(e) of the Statute. (b) Subject to the conditions specified in Section 2.03, the Issuer does hereby purchase the Initial Intangible Transition Property from the Seller for the consideration set forth in paragraph (a) above. (c) The Seller and the Issuer each acknowledge and agree that the purchase price for the Initial Intangible Transition Property sold pursuant to this Agreement is equal to its fair market value at the time of sale.

Conveyance of Initial Intangible Transition Property. (a) In The Seller and the Issuer hereby confirm that in consideration of the Issuer's delivery to or upon the order of the Seller of $3,994,560,476, subject to the conditions specified in Section 2.03, the Seller does hereby irrevocably sellsold, transfertransferred, assignassigned, set over and otherwise convey conveyed to the Issuer, without recourse (subject to the obligations herein), all right, title and interest of the Seller in and to the Initial Intangible Transition Property (such sale, transfer, assignment, set over and conveyance of the Initial Intangible Transition Property includesincluded, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Intangible Transition Charges related to the Initial Intangible Transition Property, as the same may be adjusted from time to time). Such sale, transfer, assignment, set over and conveyance is hereby was expressly stated to be a sale and, pursuant to Section 2812(e) of the Statute, was and shall be treated as an absolute transfer of all of the Seller's right, title and interest (as in a true sale), and not as a pledge or other financing, of the Initial Intangible Transition Property. The preceding sentence is the statement referred to in Section 2812(e) of the Statute. The Seller agrees and hereby confirms that after giving effect to the that sale contemplated hereby it has had and will have no rights in the Initial Intangible Transition Property to which a security interest of creditors of the Seller could attach because it has sold all rights in the Initial Intangible Transition Property to the Issuer pursuant to Section 2812(e) of the Statute. (b) Subject to the conditions specified in Section 2.03, the The Issuer does hereby confirm the purchase of the Initial Intangible Transition Property from the Seller for the consideration set forth in paragraph (a) above. (c) The Seller and the Issuer each acknowledge and agree confirm that the purchase price for the Initial Intangible Transition Property sold pursuant to this Agreement is was equal to its fair market value at the time of sale.

Conveyance of Initial Intangible Transition Property. (a) In consideration of the Issuer's delivery to or upon the order of the Seller of $3,994,560,476, subject Subject to the conditions specified in Section 2.03, the Seller does hereby Transferor, pursuant to a Bill of Sale, will irrevocably contribute, sell, transfer, assign, set xxx over and otherwise convey to the IssuerSeller, without recourse (subject to the obligations herein), all right, title and interest of the Seller Transferor in and to the Initial Intangible Transition Property (such contribution, sale, transfer, assignment, set over and conveyance of the Initial Intangible Transition Property includeswill include, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Intangible Transition Charges related to the Initial Intangible Transition Property, as the same may be adjusted from time to time). Such contribution, sale, transfer, assignment, set over and conveyance is hereby will be expressly stated to be a sale and, pursuant to Section 2812(e) of the Statute, shall be treated as an absolute transfer of all of the SellerTransferor's right, title and interest (as in a true sale), and not as a pledge or other financing, of the Initial Intangible Transition Property. The preceding sentence is the statement referred to in Section 2812(e) of the Statute. The Seller Transferor agrees and confirms that after giving effect to the sale contemplated hereby by such Bill of Sale it has no rights in the Initial Intangible Transition Property Xxxxerty to which a security interest of creditors of the Seller Transferor could attach because it has sold all rights in the Initial Intangible Transition Property to the Issuer Seller pursuant to Section 2812(e) of the Statute. (b) Subject to the conditions specified in Section 2.03, the Issuer does hereby purchase Seller, pursuant to a Bill of Sale, will acquire the Initial Intangible Transition Property from Properxx xrom the Seller for the consideration set forth in paragraph (a) aboveTransferor. (c) The Seller and the Issuer each acknowledge and agree that the purchase price for the Initial Intangible Transition Property sold pursuant to this Agreement is equal to its fair market value at the time of sale.

Conveyance of Initial Intangible Transition Property. (a) In consideration of the IssuerSeller's delivery to or upon the order Transferor of certificates evidencing ----- shares of common stock, par value $.01 per share, of the Seller (which constitutes 100% of $3,994,560,476the outstanding capital stock of the Seller), subject to the conditions specified in Section 2.03, the Seller does hereby Transferor, pursuant to a Xxxx of Sale, will irrevocably contribute, sell, transfer, assign, set over and otherwise convey to the IssuerSeller, without recourse (subject to the obligations herein), all right, title and interest of the Seller Transferor in and to the Initial Intangible Transition Property (such contribution, sale, transfer, assignment, set over and conveyance of the Initial Intangible Transition Property includeswill include, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Intangible Transition Charges related to the Initial Intangible Transition Property, as the same may be adjusted from time to time). Such contribution, sale, transfer, assignment, set over and conveyance is hereby will be expressly stated to be a sale and, pursuant to Section 2812(e) of the Statute, shall be treated as an absolute transfer of all of the SellerTransferor's right, title and interest (as in a true sale), and not as a pledge or other financing, of the Initial Intangible Transition Property. The preceding sentence is the statement referred to in Section 2812(e) of the Statute. The Seller Transferor agrees and confirms that after giving effect to the sale contemplated hereby by such Xxxx of Sale it has no rights in the Initial Intangible Transition Property to which a security interest of creditors of the Seller Transferor could attach because it has sold all rights in the Initial Intangible Transition Property to the Issuer Seller pursuant to Section 2812(e) of the Statute. (b) Subject to the conditions specified in Section 2.03, the Issuer does hereby Seller, pursuant to a Xxxx of Sale, will purchase the Initial Intangible Transition Property from the Seller Transferor for the consideration set forth in paragraph (a) above. (c) The Seller Transferor and the Issuer Seller each acknowledge and agree that the purchase price consideration for the Initial Intangible Transition Property sold pursuant to this Agreement the Xxxx of Sale is equal to its fair market value at the time of sale.

Conveyance of Initial Intangible Transition Property. (a) In consideration of the Issuer's delivery payment to or upon the order of the Seller of $3,994,560,476_____________ (the "Initial Purchase Price") by wire transfer of funds immediately available on the date hereof to Seller's account no. _______________at _____________, routing transit # __________, subject to the conditions specified in Section 2.032.02, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations herein), all right, title and interest of the Seller in in, to and to under (i) the Initial Intangible Transition Property (such sale, transfer, assignment, set setting over and conveyance of the Initial Intangible Transition Property includesto include, to the fullest extent permitted by the StatuteCompetition Act, the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Intangible Transition Charges related to the Initial Intangible Transition Property, as the same may be adjusted from time to time)) and (ii) all rights of the Seller under the Contribution Agreement and the Assignment. Such sale, transfer, assignment, set setting over and conveyance of the Initial Intangible Transition Property is hereby expressly stated to be a sale and, pursuant to Section 2812(e) of the StatuteCompetition Act, shall be treated as an absolute transfer of all of the Seller's right, title and interest (as in a true sale), and not as a pledge or other financing, of the Initial Intangible Transition Property. The preceding sentence is the statement referred to in Section 2812(e) of the StatuteCompetition Act. The Seller agrees and confirms that after giving effect to the sale contemplated hereby by clause (a), it has no rights in the Initial Intangible Transition Property to which a security interest of creditors of the Seller could attach because it has sold all of its rights in the Initial Intangible Transition Property to the Issuer pursuant to Section 2812(e) of the StatuteCompetition Act. (b) Subject to the conditions specified in Section 2.032.02, the Issuer does hereby purchase the Initial Intangible Transition Property from the Seller for the consideration set forth in paragraph (a) above. (c) The Seller and the Issuer each acknowledge and agree that the purchase price for the Initial Intangible Transition Property sold pursuant to this Agreement is equal to its fair market value at the time of sale. (d) The Seller and the Issuer further agree that from time to time, the Seller may offer to sell, and the Issuer may purchase, Subsequent Intangible Transition Property as of Subsequent Transfer Dates, subject to the conditions specified in Section 2.02, in exchange for consideration to be agreed upon (the "Subsequent Purchase Price"). The Seller and the Issuer hereby agree that each such sale, transfer, assignment, setting over and conveyance of any Subsequent Intangible Transition Property shall be expressly stated to be a sale and, pursuant to Section 2812(e) of the Competition Act, shall be treated as an absolute transfer of all of the Seller's right, title and interest (as in a true sale), and not as a pledge or other financing, of the Subsequent Intangible Transition Property. The preceding sentence shall constitute the statement referred to in Section 2812(e) of the Competition Act with respect to any Subsequent Intangible Transition Property. The Seller agrees and confirms that after giving effect to any such sale contemplated by this clause (d), it shall have no rights in the Subsequent Intangible Transition Property to which a security interest of creditors of the Seller could attach because it will have sold all of its rights in the Subsequent Intangible Transition Property to the Issuer pursuant to Section 2812(e) of the Competition Act.

Conveyance of Initial Intangible Transition Property. (a) In consideration of the IssuerSeller's delivery to or upon the order Transferor of certificates evidencing [ ] shares of common stock, par value $.01 per share, of the Seller (which constitutes 100% of $3,994,560,476the outstanding capital stock of the Seller), subject to the conditions specified in Section 2.03, the Seller does hereby Transferor, pursuant to a Xxxx of Sale, will irrevocably contribute, sell, transfer, assign, set over and otherwise convey to the IssuerSeller, without recourse (subject to the obligations herein), all right, title and interest of the Seller Transferor in and to the Initial Intangible Transition Property (such contribution, sale, transfer, assignment, set over and conveyance of the Initial Intangible Transition Property includeswill include, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Intangible Transition Charges related to the Initial Intangible Transition Property, as the same may be adjusted from time to time). Such contribution, sale, transfer, assignment, set over and conveyance is hereby will be expressly stated to be a sale and, pursuant to Section 2812(e) of the Statute, shall be treated as an absolute transfer of all of the SellerTransferor's right, title and interest (as in a true sale), and not as a pledge or other financing, of the Initial Intangible Transition Property. The preceding sentence is the statement referred to in Section 2812(e) of the Statute. The Seller Transferor agrees and confirms that after giving effect to the sale contemplated hereby by such Xxxx of Sale it has no rights in the Initial Intangible Transition Property to which a security interest of creditors of the Seller Transferor could attach because it has sold all rights in the Initial Intangible Transition Property to the Issuer Seller pursuant to Section 2812(e) of the Statute. (b) Subject to the conditions specified in Section 2.03, the Issuer does hereby Seller, pursuant to a Xxxx of Sale, will purchase the Initial Intangible Transition Property from the Seller Transferor for the consideration set forth in paragraph (a) above. (c) The Seller Transferor and the Issuer Seller each acknowledge and agree that the purchase price consideration for the Initial Intangible Transition Property sold pursuant to this Agreement the Xxxx of Sale is equal to its fair market value at the time of sale.