This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and permitted assigns.  Neither this Agreement nor any rights, benefits or obligations set forth herein may be assigned by any of the parties hereto without the prior written consent of Purchaser and the Company, or, if following the Closing, Purchaser and the Sellers’ Representative, any attempted assignment without such prior written consent shall be void; provided , however , that Purchaser, Merger Sub or the Surviving Corporation may assign (without consent) this Agreement and any or all of their respective rights or obligations hereunder (including Purchaser, Merger Sub or the Surviving Corporation’s rights to seek indemnification hereunder) to any Affiliate of Purchaser, Merger Sub or the Surviving Corporation, but no such assignment shall relieve Purchaser, Merger Sub or the Surviving Corporation of any Liability hereunder.