2.4. ERMUSR 09-08-2015 - Laserfiche WebLink

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including release of any lien or interest in physical facilities to be transferred to the Municipal, the Cooperative shall promptly seek such approval, exercising all reasonable efforts and due diligence. To the extent that RUS delays, denies, or objects to the Parties' performing under this Agreement, the Cooperative will use its best efforts to resolve any such issues. Article 4: Representations and Warranties 4.1 The Municipal and the Cooperative hereby mutually represent and warrant, each to the other, as follows: (a) Each is duly organized and existing in good standing under the laws of the State of Minnesota and each has all requisite power and authority to own, lease and operate its electric service facilities; (b) Each has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and has taken all the necessary corporate action to authorize the execution, delivery and performance of this Agreement; and (c) This Agreement constitutes a valid and binding obligation of each Party enforceable in accordance with its terms. Article 5: Mutual Waiver and Release of Claims 5.1 The Parties do hereby each unconditionally release and waive any and all claims, known or unknown, which they may now have or have in the future arising from any action or omission of the Parties or any fact or circumstance first occurring prior to the date hereof, whether or not continuing in nature, which relate to or arise from the right of either Party to provide electric service to any particular third party, area, facility or site by reason of the electric service territory laws of the State of Minnesota, now or hereafter in effect, or any prior agreement of the parties, oral or written. Provided, 10 59