Common use of Conveyance of Initial Transferred Bondable Transition Property Clause in Contracts

Conveyance of Initial Transferred Bondable Transition Property. (a) In consideration of the Issuer’s payment to or upon the order of the Seller of $__________, less the underwriting discount and original issue discount for the Transition Bonds in the aggregate amount of $__________, or $__________ (the “Initial Purchase Price”) by wire transfer of funds immediately available on the date hereof to Seller’s account no. [3878-1543 at Citibank Delaware, New Castle, Delaware, routing transit ABA# 05300219], subject to the conditions specified in Section 2.02, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the obligations of the Seller herein), all right, title and interest of the Seller in, to and under the Initial Transferred Bondable Transition Property identified in the Xxxx of Sale delivered pursuant to Section 2.02(a) on or prior to the Initial Transfer Date (such sale, transfer, assignment and conveyance of the Initial Transferred Bondable Transition Property to include, to the fullest extent permitted by the Competition Act, the New Jersey UCC and the Delaware UCC, and to the extent the Seller has any interest in any thereof, the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Transition Bond Charges related to the Initial Transferred Bondable Transition Property, as the same may be adjusted from time to time). Such sale, transfer, assignment and conveyance of the Initial Transferred Bondable Transition Property is hereby expressly stated to be a sale or other absolute transfer from the Seller to the Issuer and, pursuant to Section 23(a) of the Competition Act (N.J.S.A. 48:3-72(a)), shall constitute a sale or other absolute transfer of all of the Seller’s right, title and interest in, to and under, and not a borrowing secured by, the Initial Transferred Bondable Transition Property. The preceding sentence is the statement referred to in Section 23(a) of the Competition Act (N.J.

Conveyance of Initial Transferred Bondable Transition Property. (a) In consideration of the Issuer’s payment to or upon the order of the Seller of $__________, 182,400,000 less the underwriting discount discount, other fees paid to the underwriters and original issue discount for the Transition Bonds in the aggregate amount of $__________1,162,710.52, or $__________ 181,237,289.48 (the “Initial Purchase Price”) by wire transfer of funds immediately available on the date hereof to Seller’s account no. [3878-1543 323396496 at Citibank DelawareJPMorgan Chase, New CastleYork, DelawareNew York, routing transit ABA# 05300219]021 000 021, subject to the conditions specified in Section 2.02, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the obligations of the Seller herein), all right, title and interest of the Seller in, to and under the Initial Transferred Bondable Transition Property identified in the Xxxx Bxxx of Sale delivered pursuant to Section 2.02(a) on or prior to the Initial Transfer Date (such sale, transfer, assignment and conveyance of the Initial Transferred Bondable Transition Property to include, to the fullest extent permitted by the Competition Act, the New Jersey UCC and the Delaware UCC, and to the extent the Seller has any interest in any thereof, the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Transition Bond Charges related to the Initial Transferred Bondable Transition Property, as the same may be adjusted from time to time). Such sale, transfer, assignment and conveyance of the Initial Transferred Bondable Transition Property is hereby expressly stated to be a sale or other absolute transfer from the Seller to the Issuer and, pursuant to Section 23(a) of the Competition Act (N.J.S.A. 48:3-72(a)), shall constitute a sale or other absolute transfer of all of the Seller’s right, title and interest in, to and under, and not a borrowing secured by, the Initial Transferred Bondable Transition Property. The preceding sentence is the statement referred to in Section 23(a) of the Competition Act (N.J.

Conveyance of Initial Transferred Bondable Transition Property. (a) In consideration of the Issuer’s 's payment to or upon the order of the Seller of $__________2,525,000,000, less net of the underwriting discount and discount, original issue discount and the financial advisory fee for the Transition Bonds in the aggregate amount of $__________14,439,091.21, or $__________ 2,510,560,908.79 (the “"Initial Purchase Price”") by wire transfer of funds immediately available on the date hereof to Seller’s 's account no. [3878-1543 D/5000000016439 for further credit to account no. 576010933 at Citibank DelawareFirst Union National Bank, New CastleCharlotte, DelawareNC, routing transit ABA# 05300219], subject to the conditions specified in Section 2.02, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the obligations of the Seller herein), all right, title and interest of the Seller in, to and under the Initial Transferred Bondable Transition Property identified in the Xxxx of Sale delivered pursuant to Section 2.02(a) on or prior to the Initial Transfer Date (such sale, transfer, assignment and conveyance of the Initial Transferred Bondable Transition Property to include, to the fullest extent permitted by the Competition Act, Act and the New Jersey UCC and the Delaware UCC, and to the extent the Seller has any interest in any thereof, the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Transition Bond Charges related to the Initial Transferred Bondable Transition Property, as the same may be adjusted from time to time). Such sale, transfer, assignment and conveyance of the Initial Transferred Bondable Transition Property is hereby expressly stated to be a sale or other absolute transfer from the Seller to the Issuer and, pursuant to Section 23(a) 23.a. of the Competition Act (N.J.S.A. 48:3-72(a))Act, shall constitute a sale or other absolute transfer of all of the Seller’s 's right, title and interest interest, in, to and under, under and not a borrowing secured by, the Initial Transferred Bondable Transition Property. The preceding sentence is the statement referred to in Section 23(a) 23.a. of the Competition Act. The Seller agrees and confirms that upon payment of the Initial Purchase Price and the execution and delivery of this Agreement and the related Xxxx of Sale, the Seller shall have no right, title or interest in, to or under the Initial Transferred Bondable Transition Property. (b) Subject to the conditions specified in Section 2.02, the Issuer does hereby purchase the Initial Transferred Bondable 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 Transferred Bondable 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 Transferred Bondable 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 and conveyance of any Subsequent Transferred Bondable Transition Property shall include, to the fullest extent permitted by the Competition Act and the New Jersey UCC, the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Transition Bond Charges related to the Subsequent Transferred Bondable Transition Property, as the same may be adjusted from time to time. Such sale, transfer, assignment and conveyance of the Subsequent Transferred Bondable Transition Property is hereby expressly stated to be a sale or other absolute transfer and, pursuant to Section 23.a. of the Competition Act, shall constitute a sale or other absolute transfer of all of the Seller's right, title and interest, in, to and under and not a borrowing secured by, the Subsequent Transferred Bondable Transition Property. The preceding sentence is the statement referred to in Section 23.a. of the Competition Act. The Seller agrees and confirms that after giving effect to any sale contemplated by this paragraph (N.J.d) and the execution and delivery of the related Xxxx of Sale, it shall have no right, title or interest in, to or under the Subsequent Transferred Bondable Transition Property. (e) Notwithstanding the foregoing, in the event that any sale, transfer, assignment and conveyance of any Transferred Bondable Transition Property is determined by a court of competent jurisdiction not to be a true and absolute sale as contemplated by the parties hereto and by the Competition Act, then such sale, transfer, assignment and conveyance shall be treated as a pledge of such Transferred Bondable Transition Property and the Seller shall be deemed to have granted, and does hereby grant, as of the date hereof a security interest to the Issuer in such Transferred Bondable Transition Property to secure a payment obligation incurred by the Seller in the amount paid by the Issuer for the Transferred Bondable Transition Property.

Conveyance of Initial Transferred Bondable Transition Property. (a) In consideration of the Issuer’s 's payment to or upon the order of the Seller of $[__________, less the underwriting discount and original issue discount for the Transition Bonds in the aggregate amount of $__________, or $__________ ] (the “"Initial Purchase Price”") by wire transfer of funds immediately available on the date hereof to Seller’s 's account no. [3878-1543 _______________] at Citibank Delaware, New Castle, Delaware[______________________], routing transit ABA# 05300219[_______________], subject to the conditions specified in Section 2.02, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the obligations of the Seller herein), all right, title and interest of the Seller in, to and under the Initial Transferred Bondable Transition Property identified in the Xxxx of Sale delivered pursuant to Section 2.02(a) on or prior to the Initial Transfer Date (such sale, transfer, assignment and conveyance of the Initial Transferred Bondable Transition Property to include, to the fullest extent permitted by the Competition Act, Act and the New Jersey UCC and the Delaware UCC, and to the extent the Seller has any interest in any thereof, the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Transition Bond Charges related to the Initial Transferred Bondable Transition Property, as the same may be adjusted from time to time). Such sale, transfer, assignment and conveyance of the Initial Transferred Bondable Transition Property is hereby expressly stated to be a sale or other absolute transfer from the Seller to the Issuer and, pursuant to Section 23(a) 23.a. of the Competition Act (N.J.S.A. 48:3-72(a))Act, shall constitute a sale or other absolute transfer of all of the Seller’s 's right, title and interest interest, in, to and under, under and not a borrowing secured by, the Initial Transferred Bondable Transition Property. The preceding sentence is the statement referred to in Section 23(a) 23.a. of the Competition Act. The Seller agrees and confirms that upon payment of the Initial Purchase Price and the execution and delivery of this Agreement and the related Xxxx of Sale, the Seller shall have no right, title or interest in, to or under the Initial Transferred Bondable Transition Property. (b) Subject to the conditions specified in Section 2.02, the Issuer does hereby purchase the Initial Transferred Bondable 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 Transferred Bondable 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 Transferred Bondable 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 and conveyance of any Subsequent Transferred Bondable Transition Property shall include, to the fullest extent permitted by the Competition Act and the New Jersey UCC, the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Transition Bond Charges related to the Subsequent Transferred Bondable Transition Property, as the same may be adjusted from time to time. Such sale, transfer, assignment and conveyance of the Subsequent Transferred Bondable Transition Property is hereby expressly stated to be a sale or other absolute transfer and, pursuant to Section 23.a. of the Competition Act, shall constitute a sale or other absolute transfer of all of the Seller's right, title and interest, in, to and under and not a borrowing secured by, the Subsequent Transferred Bondable Transition Property. The preceding sentence is the statement referred to in Section 23.a. of the Competition Act. The Seller agrees and confirms that after giving effect to any sale contemplated by this paragraph (N.J.d) and the execution and delivery of the related Xxxx of Sale, it shall have no right, title or interest in, to or under the Subsequent Transferred Bondable Transition Property. (e) Notwithstanding the foregoing, in the event that any sale, transfer, assignment and conveyance of any Transferred Bondable Transition Property is determined by a court of competent jurisdiction not to be a true and absolute sale as contemplated by the parties hereto and by the Competition Act, then such sale, transfer, assignment and conveyance shall be treated as a pledge of such Transferred Bondable Transition Property and the Seller shall be deemed to have granted, and does hereby grant, as of the date hereof a security interest to the Issuer in such Transferred Bondable Transition Property to secure a payment obligation incurred by the Seller in the amount paid by the Issuer for the Transferred Bondable Transition Property.

Conveyance of Initial Transferred Bondable Transition Property. (a) In consideration of the Issuer’s 's payment to or upon the order of the Seller of $__________320,000,000, less the underwriting discount and original issue discount for the Transition Bonds in the aggregate amount of $__________1,894,343, or $__________ 318,105,657 (the “"Initial Purchase Price”") by wire transfer of funds immediately available on the date hereof to Seller’s 's account no. [3878-1543 at Citibank Delaware, New Castle, Delaware, routing transit ABA# 05300219], subject to the conditions specified in Section 2.02, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the obligations of the Seller herein), all right, title and interest of the Seller in, to and under the Initial Transferred Bondable Transition Property identified in the Xxxx Bill of Sale delivered pursuant to Section 2.02(a) on or prior to the xxx Initial Transfer Date (such sale, transfer, assignment and conveyance of the Initial Transferred Bondable Transition Property to include, to the fullest extent permitted by the Competition Act, the New Jersey UCC and the Delaware UCC, and to the extent the Seller has any interest in any thereof, the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Transition Bond Charges related to the Initial Transferred Bondable Transition Property, as the same may be adjusted from time to time). Such sale, transfer, assignment and conveyance of the Initial Transferred Bondable Transition Property is hereby expressly stated to be a sale or other absolute transfer from the Seller to the Issuer and, pursuant to Section 23(a) 23.a. of the Competition Act (N.J.S.A. 48:3-72(a))Act, shall constitute a sale or other absolute transfer of all of the Seller’s 's right, title and interest in, to and under, and not a borrowing secured by, the Initial Transferred Bondable Transition Property. The preceding sentence is the statement referred to in Section 23(a) 23.a. of the Competition Act Act. The Seller agrees and confirms that upon payment of the Initial Purchase Price and the execution and delivery of this Sale Agreement and the related Bill of Sale, the Seller shall have no right, title or interest in, xx or under the Initial Transferred Bondable Transition Property. (N.J.b) Subject to the conditions specified in Section 2.02, the Issuer does hereby purchase the Initial Transferred Bondable Transition Property from the Seller for the consideration set forth in clause (a) above. (c) The Seller and the Issuer each acknowledge and agree that the Initial Purchase Price for the Initial Transferred Bondable Transition Property sold pursuant to this Sale 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, transfer, assign and convey, and the Issuer may purchase, Subsequent Transferred Bondable 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 and conveyance of any Subsequent Transferred Bondable Transition Property shall include, to the fullest extent permitted by the Competition Act, the New Jersey UCC and the Delaware UCC, the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Transition Bond Charges related to the Subsequent Transferred Bondable Transition Property, as the same may be adjusted from time to time. Such sale, transfer, assignment and conveyance of the Subsequent Transferred Bondable Transition Property is hereby expressly stated to be a sale or other absolute transfer and, pursuant to Section 23.a. of the Competition Act, shall constitute a sale or other absolute transfer of all of the Seller's right, title and interest in, to and under, and not a borrowing secured by, the Subsequent Transferred Bondable Transition Property. The preceding sentence is the statement referred to in Section 23.a. of the Competition Act. The Seller agrees and confirms that after giving effect to any sale contemplated by this clause (d) and the execution and delivery of the related Bill of Sale, the Seller shall have no right, title or interest in, xx or under the Subsequent Transferred Bondable Transition Property. (e) Notwithstanding the foregoing, in the event that any sale, transfer, assignment and conveyance of any Transferred Bondable Transition Property is determined by a court of competent jurisdiction not to be a true and absolute sale as contemplated by the parties hereto and by the Competition Act, then such sale, transfer, assignment and conveyance shall be treated as a pledge of such Transferred Bondable Transition Property and the Seller shall be deemed to have granted, and does hereby grant, as of the date hereof a security interest in such Transferred Bondable Transition Property to the Issuer to secure a payment obligation incurred by the Seller in the amount paid by the Issuer for the Transferred Bondable Transition Property.

Conveyance of Initial Transferred Bondable Transition Property. (a) In consideration of the Issuer’s 's payment to or upon the order of the Seller of $__________, less the underwriting discount and discount, original issue discount and the financial advisory fee for the Transition Bonds in the aggregate amount of $__________, or $__________ (the “"Initial Purchase Price”") by wire transfer of funds immediately available on the date hereof to Seller’s 's account no. [3878-1543 at Citibank Delaware, New Castle, Delaware, routing transit ABA# 05300219INSERT ACCOUNT NO. DETAILS], subject to the conditions specified in Section 2.02, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the obligations of the Seller herein), all right, title and interest of the Seller in, to and under the Initial Transferred Bondable Transition Property identified in the Xxxx Bill of Sale delivered pursuant to Section 2.02(a) on or prior to the Initial txx Xnitial Transfer Date (such sale, transfer, assignment and conveyance of the Initial Transferred Bondable Transition Property to include, to the fullest extent permitted by the Competition Act, the New Jersey UCC and the Delaware UCC, and to the extent the Seller has any interest in any thereof, the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Transition Bond Charges related to the Initial Transferred Bondable Transition Property, as the same may be adjusted from time to time). Such sale, transfer, assignment and conveyance of the Initial Transferred Bondable Transition Property is hereby expressly stated to be a sale or other absolute transfer from the Seller to the Issuer and, pursuant to Section 23(a) 23.a. of the Competition Act (N.J.S.A. 48:3-72(a))Act, shall constitute a sale or other absolute transfer of all of the Seller’s 's right, title and interest in, to and under, and not a borrowing secured by, the Initial Transferred Bondable Transition Property. The preceding sentence is the statement referred to in Section 23(a) 23.a. of the Competition Act Act. The Seller agrees and confirms that upon payment of the Initial Purchase Price and the execution and delivery of this Sale Agreement and the related Bill of Sale, the Seller shall have no right, title or interest in, xx or under the Initial Transferred Bondable Transition Property. (N.J.b) Subject to the conditions specified in Section 2.02, the Issuer does hereby purchase the Initial Transferred Bondable Transition Property from the Seller for the consideration set forth in clause (a) above. (c) The Seller and the Issuer each acknowledge and agree that the Initial Purchase Price for the Initial Transferred Bondable Transition Property sold pursuant to this Sale 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, transfer, assign and convey, and the Issuer may purchase, Subsequent Transferred Bondable 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 and conveyance of any Subsequent Transferred Bondable Transition Property shall include, to the fullest extent permitted by the Competition Act, the New Jersey UCC and the Delaware UCC, the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Transition Bond Charges related to the Subsequent Transferred Bondable Transition Property, as the same may be adjusted from time to time. Such sale, transfer, assignment and conveyance of the Subsequent Transferred Bondable Transition Property is hereby expressly stated to be a sale or other absolute transfer and, pursuant to Section 23.a. of the Competition Act, shall constitute a sale or other absolute transfer of all of the Seller's right, title and interest in, to and under, and not a borrowing secured by, the Subsequent Transferred Bondable Transition Property. The preceding sentence is the statement referred to in Section 23.a. of the Competition Act. The Seller agrees and confirms that after giving effect to any sale contemplated by this clause (d) and the execution and delivery of the related Bill of Sale, the Seller shall have no right, title or interest in, xx or under the Subsequent Transferred Bondable Transition Property. (e) Notwithstanding the foregoing, in the event that any sale, transfer, assignment and conveyance of any Transferred Bondable Transition Property is determined by a court of competent jurisdiction not to be a true and absolute sale as contemplated by the parties hereto and by the Competition Act, then such sale, transfer, assignment and conveyance shall be treated as a pledge of such Transferred Bondable Transition Property and the Seller shall be deemed to have granted, and does hereby grant, as of the date hereof a security interest in such Transferred Bondable Transition Property to the Issuer to secure a payment obligation incurred by the Seller in the amount paid by the Issuer for the Transferred Bondable Transition Property.