This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors, and assigns, whether by instrument, operation of law, or otherwise. Except as expressly set forth in this Section 9.2 , neither party shall assign this Agreement or any part hereof, or any benefit or interest herein without the prior written consent of the other party. In the event of the incapacity or death of Seller, his guardian, executor, or heirs shall be entitled to any funds otherwise due Seller under this Agreement. Any attempted assignment or delegation of any rights, duties, or obligations in violation of this Section 9.2 will be invalid and without effect.