Prior to the Closing Date, no party hereto may assign or transfer its rights or obligations arising under this Agreement, without the prior written consent of the other party hereto; provided, however, that the Buyer shall have the right in its sole discretion to assign its rights and obligations under this Agreement and the documents and agreements executed in connection herewith, to any of its Affiliates, provided that a fully executed copy of such instrument of assignment is delivered to the Seller, it being understood and agreed that no such assignment shall relieve the Buyer of any of its duties, liabilities or obligations hereunder or under the documents and agreements executed in connection herewith.