4.2. ERMUSR 07-12-2011 - Laserfiche WebLink

Home Browse Search

Agreement to Transfer Election Share are identified as "Owners" in such CapX Brookings -Southeast Twin Cities Project Participation Agreement, as the same may be amended from time to time. ARTICLE 2 ASSIGNMENT AND ASSUMPTION OF TRANFERRED RIGHTS Section 201. Assignment of Transferred Rights. (a) In consideration of the obligations undertaken by the Acquiring Cities pursuant to Section 202(b) of this Transfer Agreement, and subject to Section 502 of this Transfer Agreement, Delano, effective as of the Closing Date, (i) assigns to the Acquiring Cities (collectively, with apportionment among the Acquiring Cities as set forth in Exhibit A to this Transfer Agreement) the Transferred Rights, and (ii) grants the waivers and releases as set forth in Section 401 of this Transfer Agreement. (b) For purposes of this Transfer Agreement, the term "Transferred Rights" means all of Delano's rights under the CMMPA-Delano Development Project Agreement, including (without limitation) Delano's Election Share, and any other rights related to the Brookings Transmission Project, including (without limitation) any rights that might have been granted to or acquired by Delano had Delano entered into a Downstream Project Agreement with CMMPA. Section 202. Acceptance and Assumption of Transferred Rights; Consideration (a) Subject to Section 502 of this Transfer Agreement, the Acquiring Cities (collectively, with apportionment among the Acquiring Cities as set forth in Exhibit A to this Transfer Agreement), effective as of the Closing Date, accept assignment of and assume the Transferred Rights. (b) In consideration of the assignment of the Transferred Rights and the waivers and releases as set forth in Section 401 of this Transfer Agreement, and subject to Section 502 of this Transfer Agreement, the Acquiring Cities (collectively, with apportionment among the Acquiring Cities as set forth in Exhibit A to this Transfer Agreement): (i) shall pay to the Delano Water, Light & Power Commission, promptly following the Closing Date, the sum of $50,000 (the "Reimbursement Amount") as partial reimbursement for amounts expended or incurred by CMMPA that have been allocated and billed to Delano pursuant to the CMMPA-Delano Development Project Agreement as of the Effective Date; (ii) assume, effective as of the Closing Date, (A) all of Delano's future debt service obligations to CMMPA with respect to amounts that have been expended or incurred by CMMPA and allocated to Delano pursuant to the Development Agreement as of the Effective Date, but have not, as of the Effective Date, been billed to Delano, and (B) all payment and debt service obligations arising from Delano's share of any future amounts 4