Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, this Agreement and the Ancillary Agreements shall not constitute an agreement to transfer or assign any Mitchell Operator Asset if an attempted assignment thereof, without the consent of a third party, would constitute a breach or other contravention under any Contract or Law to which any Acquired Company or any member of the Seller Group is a party or by which it is bound, or would in any way adversely affect the rights of any Acquired Company or such member of the Seller Group relating to such Mitchell Operator Asset or any right related thereto that any member of the Seller Group is entitled to retain. To the extent that Sellers are unable, or in their reasonable judgment determine they are unlikely, to obtain any required consent with respect to a Mitchell Operator Asset that is reasonably necessary to be transferred to the Successor Operator to comply with its obligations under the Mitchell Plant O&M Agreement prior to Closing, Sellers and Purchaser shall cooperate to implement any lawful and commercially reasonable arrangement as Sellers and Purchaser shall agree under which Successor Operator or an Affiliate thereof would, to the extent practicable, obtain the rights and benefits under such Mitchell Operator Asset and assume the burdens and obligations with respect thereto, subject to Kentucky Power and Successor Operator (in such capacity or its capacity as the owner of an undivided interest in Mitchell) each bearing its respective allocated share of costs in accordance with the Mitchell Plant Ownership Agreement and the Mitchell Plant O&M Agreement, including by subcontracting, sublicensing, subleasing, delegating or granting a limited power of attorney or similar appointment as agent to Successor Operator or an Affiliate thereof. Sellers and Purchaser shall continue to cooperate on and after the Closing to assign, transfer or convey to Successor Operator or an Affiliate thereof any Mitchell Operator Asset that is reasonably necessary to be transferred to the Successor Operator to comply with its obligations under the Mitchell Plant O&M Agreement that remains held by Kentucky Power and to otherwise arrange for Successor Operator to directly contract with the applicable third party for any renewal Contract upon the expiration or termination of any Contract constituting any such Mitchell Operator Asset.

SECTION # Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to assign, assume or transfer any Permit, Contract, or any claim, right, benefit or obligation arising thereunder or resulting therefrom, if the assignment or transfer thereof or the attempt to make an assignment or transfer thereof without the Consent of a third party would constitute a breach thereof or materially and adversely affect the rights or obligations of Buyer thereunder. Any transfer or assignment to Buyer by Seller of any interest, or assumption by Buyer of any obligation, under any such Permit or Contract that requires the Consent of a third party to make any assignment or transfer thereof shall be made subject to such Consent being obtained. Unless agreed otherwise by the Parties, in the event any such Consent is not obtained prior to the Closing Date, subject to [Section 5.08], the Parties shall use their reasonable best efforts to obtain any such Consent on or after the Closing Date until such time as such Consent has been obtained, and Seller will reasonably cooperate with Buyer in any lawful arrangement reasonably requested by Buyer to provide that Buyer shall receive the interest of Seller, in the benefits under any such Permit or Contract, including sublicensing, subcontracting or performance by Seller as agent; provided, however, that Buyer shall undertake to pay or satisfy the corresponding Liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor hereunder if such Consent had been obtained prior to the Closing Date. Buyer shall pay and discharge any and all reasonable and documented out-of-pocket costs of Seller in connection with its cooperation with Buyer pursuant to this [Section 2.06], including any and all payments made by Seller or any of its Affiliates to obtain any such Consents; provided, that, Buyer shall not be obligated to reimburse Seller with respect to costs or payments of Seller or its Affiliates incurred in connection with its cooperation or obtaining any such Consents under this [Section 2.06] in excess of ​ in the aggregate unless Buyer shall have provided prior written consent with respect to such costs or expenses.