that such subcontractor may develop or acquire by reason of work performed under this Agreement. Each subcontracting Party will conduct, and will cause its Affiliates and other subcontractors, if any, to conduct, the relevant activities in accordance with such subcontracting Party’s commitments hereunder.

Contractor is entirely responsible for the management of its Subcontractors, and no subcontracting, with or without Customer’s consent, shall relieve Contractor from any of its obligations under this Contract or prejudice any of Customer’s rights against Contractor.

Consultant may not assign, transfer or subcontract any of Consultant’s rights or obligations under this Agreement to any party without the prior written consent of the Company. Consultant’s obligations under this Agreement shall be binding on Consultant’s successors and permitted assigns. Any assignment, transfer or subcontracting in violation of this provision shall be null and void.

Executive may not assign, transfer or subcontract any of Executive’s rights or obligations under this Agreement to any party without the prior written consent of the Company. Executive’s obligations under this Agreement will be binding on Executive’s successors and permitted assigns. Any assignment, transfer or subcontracting in violation of this provision will be null and void.

Shared Contracts. With respect to the Shared Contracts, the Purchaser and the Seller shall, for a period of up to ​ following the Closing, cooperate to provide the Purchaser with the benefits under the Business Portion of each such Shared Contract (including, if possible, by means of amending such Shared Contract or entering into any licensing, operating, subcontracting, sublicensing, subleasing or

The Manager may subcontract to any other Service Provider, or arrange for the provision of any or all of the Services to be provided by it under this Agreement by any other Service Provider, and the NEP Parties hereby consent to any such subcontracting or arrangement, provided that the Manager shall remain responsible to the Service Recipients for any Services provided by such other Service Provider.

Assignment. In the event of any subcontracting by the Service Provider to a non-affiliate of the Service Provider of all or any portion of the Service Provider’s duties under this Agreement, the Service Provider shall assign and transfer to the Service Recipient the full benefit of all such non-affiliate subcontractor’s performance covenants, guarantees, warranties or indemnities (if any), to the extent same are transferable or assignable, in the respect of the portion of the Services provided to the Service Recipient pursuant to such subcontracting; and if such guarantees, warranties, indemnities and benefits are not assignable, the Service Provider shall use Commercially Reasonable Efforts to procure the benefit of same for the Service Recipient through other legal permissible means. The Service Provider will also reasonably endeavor to permit the assignment of any Subcontractor engagement to a Service Recipient or its affiliates at the request of the Service Recipient upon termination of Service hereunder.

The terms of any business partnership, joint venture or subcontracting agreement should include terms similar to those set forth for consultants in [Attachment C], subject to variation only as approved by the Chief Compliance Officer or his or her designee. In the case of significant and strategic joint ventures, as determined by the General Counsel and the Chief Compliance Officer, the deal terms identified in [Attachment F], to the extent feasible, must also be sought in the contract(s) establishing the joint venture.

Assignment of Contracts and Rights Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any asset or any claim, right, or benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such asset or in any way adversely affect the rights of the Seller or Buyer thereunder Seller will use its commercially reasonable efforts (but without any payment of money by Seller/Buyer) to obtain the consent of the other parties to any Asset or any claim, right, or benefit arising thereunder for the assignment thereof to Buyer as Buyer may request If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller’s obligations, any and all rights of Seller against a third party thereto

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.