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Agreement to Transfer Election Share
<br />breach of Section 202 of the CMMPA-Delano Development Project Agreement, and
<br />(ii) all Claims based on corporate law, tort, tortious course of conduct, contract,
<br />obligations of "good faith," public policy, common law, equity, or any other legal theory
<br />and applies to all actual, direct, special, punitive, exemplary, consequential, incidental, and
<br />indirect losses and damages, including those based on lost or prospective profits, expenses,
<br />fines, penalties, interest, assessments, judgments, attomeys' and investigative fees and
<br />costs, and all other equitable, compensatory, or punitive relief.
<br />Section 403. Consent, Waivers, and Releases by CMMPA.
<br />Consistent with Section 1006 of the CMMPA-Delano Development Project Agreement,
<br />CMMPA consents to the assignment by Delano to the Acquiring Cities of the Transferred
<br />Rights, effective as of the Closing Date, provided that the assignment is made in
<br />accordance with this Transfer Agreement. Except as otherwise provided in Section 502 of
<br />this Transfer Agreement, CMMPA irrevocably and forever (a) releases Delano from and
<br />waives any Claims, and (b) covenants not to sue Delano with respect to any Claims, in each
<br />case arising from or related to Delano's decision not to enter into a Downstream Project
<br />Agreement or otherwise further participate in the Brookings Transmission Project. The
<br />foregoing release, waiver, and covenant not to sue includes, without limitation, (i) all
<br />Claims for damages for breach of Section 202 of the CMMPA-Delano Development
<br />Project Agreement, and (ii) all Claims based on corporate law, tort, tortious course of
<br />conduct, contract, obligations of "good faith," public policy, common law, equity, or any
<br />other legal theory and applies to all actual, direct, special, punitive, exemplary,
<br />consequential, incidental, and indirect losses and damages, including those based on lost or
<br />prospective profits, expenses, fines, penalties, interest, assessments, judgments, attomeys'
<br />and investigative fees and costs, and all other equitable, compensatory, or punitive relief.
<br />ARTICLE 5
<br />TERMINATION CONDITIONS
<br />Section 501. Definition of Termination Conditions.
<br />As used in this Transfer Agreement, the term "Termination Conditions" means the
<br />occurrence of any one or more of the following:
<br />(a) a determination made on or before December 31, 2011 by the parties to the CapX
<br />2020 Brookings Development Agreement that the Brookings -Southeast Twin
<br />Cities transmission project will not proceed;
<br />(b) the failure of the Closing Date to occur on or before December 31, 2011; or
<br />(c) the failure of any one or more of the Acquiring Cities to execute and become
<br />bound by, as of the Closing Date, a Downstream Project Agreement, unless those
<br />Acquiring Cities that have executed Downstream Project Agreements elect to
<br />assume all of the Transferred Rights that would have otherwise been transferred
<br />to those Acquiring Cities that failed to execute and become bound by
<br />Downstream Project Agreements.
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