This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. This Agreement may not be assigned (including by operation of law) by (i) the Seller without the prior written consent of the Partnership and MHI Inc. or (ii) the Partnership and MHI Inc. without the prior written consent of the Seller, and in each case any attempted assignment without such consent shall be null and void and of no force and effect.