4.3. ERMUSR 05-10-2011 - Laserfiche WebLink

Home Browse Search

Transmission Owner Services and Asset Assignment Agreement Section 904. Governing Law and Venue. This Agreement is made under and shall be governed by the taw of the State of Minnesota, exclusive of principles related to choice of law. Venue for any proceeding concerning this Agreement shall be in any state or federal court of competent jurisdiction located in the State of Minnesota. Section 905. Obligations of Good Faith and Fair Dealing; Prudent Utility Practice. Each of CMMPA and the Participant acknowledges and agrees that (a) in performing this Agreement, it has an obligation of good faith and fair dealing, and (b) its actions and determinations pursuant to this Agreement shall be consistent with Prudent Utility Practice. The provisions of this Section 905 shall apply, without limitation, to the governing bodies, employees, and consultants of each of CMMPA and the Participant. Section 906. Severability. If any section, paragraph, clause or provision of this Agreement shall be finally adjudicated by a court of competent jurisdiction to be invalid, the remainder of this Agreement shall be unaffected by such adjudication and all of the remaining provisions of this Agreement shall remain in full force and effect as though such section, paragraph, clause or provision or any part thereof so adjudicated to be invalid had not been included herein. However, the parties shall attempt to negotiate provisions that reasonably substitute for the invalid provision in order to place the parties in the position that they would have been had the stricken clause or provision not been found invalid. Section 907. Assignment of Agreement by Participant. This Agreement shall inure to the benefit of, and shall be binding upon the parties to this Agreement and their respective successors and assigns; provided, however, that the Participant shall not take any action to effect an assignment, lease, sale, or other transfer of this Agreement, or any interest or rights conferred herein (any of the foregoing, a "Transaction") except in accordance with any applicable terms of the MISO-Related Documents and the Funds Trust Agreement and subject to the additional requirements set forth in this Section 907. (a) Transactions Involvin¢ CMMPA-Owned Transmission Projects. Any Transaction resulting in an assignment of the Participant's rights under a CMMPA-Participant Transmission Project Agreement must be (i) an assignment of all of the Participant's rights in such CMMPA-Owned Transmission Project; and (ii) permitted by the terms governing assignment by the Participant, as set forth in such CMMPA-Participant Transmission Project Agreement. 40