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Agreement to Transfer Election Share
<br />(b) From the Effective Date to and through the Closing Date, CMMPA shall not
<br />include, in amounts billed by CMMPA to any Acquiring City pursuant to such
<br />Acquiring City's Development Project Agreement, any portion of either the
<br />Reimbursement Amount or the Assumed Development Costs, but rather shall
<br />treat such Acquiring City's portion of each the Reimbursement Amount and the
<br />Assumed Development Costs as constituting a portion of the "Monthly
<br />Transmission Project Costs" (as that term is defined in the Downstream Project
<br />Agreement) to be paid by such Acquiring City pursuant to the terms of its
<br />Downstream Project Agreement. For the avoidance of doubt, nothing in this
<br />Transfer Agreement shall preclude CMMPA from billing, or limit CMMPA's
<br />rights to bill, any Acquiring City for costs other than the Reimbursement Amount
<br />or the Assumed Development Costs in accordance with the terms of such
<br />Acquiring City's Development Project Agreement.
<br />ARTICLE 4
<br />WAIVERS AND RELEASES; CMMPA CONSENT
<br />Section 401. Waivers and Releases by Delano.
<br />Except as otherwise provided in Section 502 of this Transfer Agreement, Delano
<br />irrevocably and forever (a) releases each of the Acquiring Cities, CMMPA, and each
<br />Additional Brookings Project Participant (collectively, the "Released Parties"), from any
<br />damages, losses, liability, claims, demands, remedies, and causes of action of any kind
<br />whatsoever (collectively, "Claims"), (b) waives any rights it may have pursuant to the
<br />terms of the CMMPA-Delano Development Project Agreement or otherwise to participate
<br />or claim any interest in the Brookings Transmission Project ,and (c) covenants not to sue
<br />the Released Parties with respect to any Claims, in each case arising from or related to the
<br />Brookings Transmission Project. The foregoing release, waiver, and covenant not to sue
<br />includes, without limitation, (i) all Claims for reimbursement with respect to amounts
<br />(other than the Reimbursement Amount) paid by Delano pursuant to the CMMPA-
<br />Delano Development Project Agreement, and (ii) all Claims based on corporate law, tort,
<br />tortious course of conduct, contract, obligations of "good faith," public policy, common
<br />law, equity, or any other legal theory and applies to all actual, direct, special, punitive,
<br />exemplary, consequential, incidental, and indirect losses and damages, including those
<br />based on lost or prospective profits, expenses, fines, penalties, interest, assessments,
<br />judgments, attorneys' and investigative fees and costs, and all other equitable,
<br />compensatory, or punitive relief.
<br />Section 402. Waivers and Releases by the Acquiring Cities.
<br />Except as otherwise provided in Section 502 of this Transfer Agreement, the Acquiring
<br />Cities irrevocably and forever (a) release Delano from and waive any Claims, and
<br />(b) covenant not to sue Delano with respect to any Claims, in each case arising from or
<br />related to Delano's decision not to enter into a Downstream Project Agreement or
<br />otherwise further participate in the Brookings Transmission Project. The foregoing release,
<br />waiver, and covenant not to sue includes, without limitation, (i) all Claims for damages for
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