4.2. ERMUSR 07-12-2011 - Laserfiche WebLink

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Agreement to Transfer Election Share Section 502. Effect of the Occurrence of a Termination Condition. Delano acknowledges and agrees that (a) the Acquiring Cities' willingness to accept assignment of and assume the Transferred Rights is contingent, among other things, upon execution of the Upstream Project Agreement providing for the construction, ownership, and operation of the Brookings -Southeast Twin Cities transmission project, and (b) CMMPA's willingness Co consent to the transfer to the Acquiring Cities of the Transferred Rights is contingent, among other things, upon execution of Downstream Project Agreements by all of the Acquiring Cities. Accordingly, if any of the Termination Conditions occur, then (i) this Transfer Agreement shall be void as if never entered into, (ii) all rights, obligations, and liabilities of Delano under the CMMPA- Delano Development Project Agreement shall be retained by Delano, and (iii) neither the Acquiring Cities nor CMMPA shall have any obligations to Delano with respect to the Transferred Rights, except those obligations of CMMPA specifically set forth in the CMMPA-Delano Development Project Agreement at the time of its execution. ARTICLE 6 MISCELLANEOUS PROVISIONS Section 601. Termination, Amendment, and Waiver. (a) This Transfer Agreement shall not be subject to termination by any party under any circumstances, whether based upon the default of another party under this Transfer Agreement, or any party's default under any other instrument, or otherwise, except as specifically provided in this Transfer Agreement. (b) This Transfer Agreement (including its Exhibits) may be amended only by a written instrument specifically referring to this Transfer Agreement, executed and delivered by all of the parties. (c) No term, condition, warranty, representation, or covenant contained in this Transfer Agreement may be waived except by a written instrument executed by the party waiving compliance. Any such waiver shall be effective only in the specific instance and for the specific purpose for which it was given and shall not be deemed a waiver of any other provision or of the same breach or default upon any recurrence. No failure on the part of any party to exercise, and no delay in exercising, any right conferred by this Transfer Agreement shall operate as a waiver thereof nor shall any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any other right. Section 602. Notices and Communications. Any formal notice, demand, approval, proposal, protest, direction or request provided for in this Transfer Agreement to be delivered, given, or made to a party shall be deemed delivered, given, or made if delivered in writing in person or mailed by registered or certified mail, postage prepaid, return receipt requested, addressed to the party and at the address specified in Exhibit B to this Transfer Agreement or delivered in such other manner as may be agreed upon from time to time by the parties. A party may change 8