4.2. ERMUSR 07-12-2011 - Laserfiche WebLink

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Agreement to Transfer Election Share ARTICLE 1 TERM AND DEFINITIONS Section 101. Term. This Agreement shall take effect on the Effective Date and, unless terminated by written agreement of all of the parties or as provided in Section 502, shall remain in effect until all obligations of the parties hereunder have been fully satisfied. Section 102. Detnitions. As used in this Agreement (including its preamble, recitals, and exhibits), capitalized terms (whether used in the singular or the plural) shall have the meanings specified below: (a) "Acquiring Cities" means the City of Elk River, Minnesota -Elk River Municipal Utilities; the City of Granite Falls, Minnesota; the City of Independence, Iowa -Independence Light and Power; the City of Mountain Lake, Minnesota -Mountain Lake Municipal Utilities; the City of Sleepy Eye, Minnesota -Sleepy Eye Public Utilities; and the City of Springfield, Minnesota - Springfield Public Utilities Commission, collectively. (b) "Additional Brookings Project Participant" means any party, other than one of the Acquiring Cities, that enters into a Downstream Project Agreement with CMMPA. (c) "Assumed Development Costs" has the meaning set forth in Section 202(b) (ii) of this Transfer Agreement. (d) "Brookings Transmission Project" means that portion of the Brookings - Southeast Twin Cities transmission project, as described in the Upstream Project Agreement, with respect to which, pursuant to the Upstream Project Agreement, CMMPA holds ownership and other rights. The term "Brookings Transmission Project" includes (i) any rights held by CMMPA with respect to the development of the Brookings - Southeast Twin Cities transmission project; and (ii) all replacements, restoration, rebuilding, upgrades, capital additions, or modifications to maintain facility transfer capability or reliability after initial commercial operation of the Brookings -Southeast Twin Cities transmission project. (e) "CapX 2020 Brookings Development Agreement" means the CapX Brookings - Southeast Twin Cities Transmission Project Development Agreement, dated as of March 7, 2007, among CMMPA and such other parties as are identified as "Participants" in such CapX Brookings -Southeast Twin Cities Transmission Project Development Agreement, as the same has been amended and may be further amended from time to time. (t) "Claims" has the meaning set forth in Section 401 of this Transfer Agreement. (g) "Closing Date" means the date as of which the Upstream Project Agreement becomes effective. 2