Neither Licensee nor Licensor shall assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party; provided, however, that either Licensee or Licensor may assign its rights, in whole, without such consent, to (a) one of its wholly owned subsidiaries, or (b) subject to Article 4 , an entity that acquires all or substantially all of the business or assets of such party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise.  Licensee shall not sublicense the Premises or any part thereof, or permit the use of the Premises or any part thereof, by any persons other than Licensee and its employees, without the prior written consent of Licensor.  Any purported assignment or sublicensing in violation of this Article shall be null and void.  No assignment shall relieve the assigning party of any of its obligations hereunder.  No assignment (whether by operation of law), subletting or further licensing, even with the consent of Licensor, will relieve Licensee from liability for payment of the Base Annual Fees and the Additional Fees herein provided for or from the obligation to keep and be bound by all of the terms, conditions and covenants of this Agreement.  Any transfer contrary to the provisions of this Article 7 shall be void.