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As promptly as reasonably practicable following the Closing, the Parties agree to negotiate, or will cause their respective Affiliates to negotiate, in good faith a replacement of the Existing Mitchell Plant Operating Agreement (the “Replacement Mitchell Plant Agreement”) generally consistent to the greatest extent practicable with the provisions contained in the forms of Mitchell Plant Ownership Agreement and Mitchell Plant O&M Agreement attached to the SPA, giving due regard to the Orders of the KPSC and WVPSC related to the Mitchell Plant Ownership Agreement and Mitchell Plant O&M Agreement and the resolutions of the Operating Committee (as defined in the Existing Mitchell Plant Operating Agreement) that have implemented certain of such substantive provisions. The Replacement Mitchell Plant Agreement will include, among other things, the right of Wheeling (or another Affiliate of Sellers) to acquire the Mitchell Interest on or after , in a manner reasonably acceptable to both Kentucky Power and Wheeling in the event Wheeling continues operations at Mitchell after .

As promptly as reasonably practicable following

Following the Closing, the Parties agree to negotiate, orSellers will cause Wheeling to consent to any direct or indirect sale, assignment or other transfer of all of the Mitchell Interest, including any assignment of the Existing Mitchell Plant Operating Agreement, by Kentucky Power to any third party that assumes Kentucky Power’s obligations under the Existing Mitchell Plant Operating Agreement (in the case of a direct transfer) and satisfies [clause (ii)] of the definition of Qualified Replacement Operator (such sale, assignment or other transfer, a “KP Mitchell Sale” and such third party, a “Mitchell Interest Acquirer”). In connection with any actual or potential KP Mitchell Sale, if requested by Purchaser, Sellers will use reasonable best efforts to cause Wheeling, and Purchaser will use reasonable best efforts to cause the relevant Mitchell Interest Acquirer, to negotiate and enter into definitive documentation relating to a commercially reasonable arrangement (including in advance of the PJM Auction Bid Date) whereby # the Mitchell Interest Acquirer will be permitted to utilize its pro rata share of the energy and capacity of Mitchell following , in accordance with the terms of the Existing Mitchell Plant Operating Agreement, and in exchange therefor # the Mitchell Interest Acquirer (or a designee thereof) will reimburse Wheeling for its investment in ELG Upgrades and other assets (including capital expenditures with a useful life that extends beyond ) in which Wheeling’s investment exceeded its otherwise applicable ownership interest in Mitchell (i.e., 50% as of the Closing). In the event that Sellers directly or indirectly (whether through Wheeling or otherwise) sell, assign or otherwise transfer their respective Affiliatesequity interest in Mitchell to negotiate,another Person, Sellers shall cause such Person to assume the obligations of Sellers pursuant this [Section 3] of this Amendment in good faith a replacementconnection with such sale, assignment or other transfer. Following the Closing, Purchaser will cause Kentucky Power to consent to assignment of the Existing Mitchell Plant Operating Agreement (the “Replacementby Wheeling to an Affiliate of Wheeling in connection with a direct or indirect sale, assignment or other transfer by Wheeling of its equity interest in Mitchell Plant Agreement”) generally consistent to the greatest extent practicable with the provisions contained in the formsan Affiliate of Mitchell Plant Ownership Agreement and Mitchell Plant O&M Agreement attached to the SPA, giving due regard to the Orders of the KPSC and WVPSC related to the Mitchell Plant Ownership Agreement and Mitchell Plant O&M Agreement and the resolutions of the Operating Committee (as defined inWheeling that assumes Wheeling’s obligations under the Existing Mitchell Plant Operating Agreement) that have implemented certainAgreement (in the case of such substantive provisions. Thea direct transfer) and is a Qualified Replacement Mitchell Plant Agreement will include, among other things, the right of Wheeling (or another Affiliate of Sellers) to acquire the Mitchell Interest on or after , in a manner reasonably acceptable to both Kentucky Power and Wheeling in the event Wheeling continues operations at Mitchell after .Operator.

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