All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the Parties hereto, but neither this Agreement nor any of the rights, interests or obligations hereunder of any Party hereto shall be assigned without the prior written consent of the other Party (which may be withheld for any reason), provided , however , that either Party may, without such consent, assign this Agreement in whole or in part (i) to a successor corporation in connection with the transfer or sale of all or substantially all of its business or assets to which this Agreement pertains or in the event of the merger or consolidation with another corporation; and (ii) to an Affiliate.  Any purported assignment in violation of the preceding sentence shall be void.  Any permitted assignee shall assume all obligations of its assignor under this Agreement.