Purchaser may not assign its rights under this Agreement without first obtaining Seller's written approval, which approval may be given or withheld in Seller's reasonable discretion. Notwithstanding the foregoing, Purchaser may assign this Agreement at Closing to a Permitted Affiliate without Seller's consent, and Seller or Purchaser may assign its rights under this Agreement to a reputable exchange accommodation to facilitate a tax deferred exchange. For purposes hereof, the term "Permitted Affiliate" means an entity that owns or is owned by, in whole or in part, or controls, is controlled or managed by, or is under common control, exclusively or non-exclusively, with Purchaser, and/or those persons controlling and/or managing Purchaser. If an assignment occurs in accordance with this Section 11.1, then the assignor will be jointly and severally liable with the assignee for all obligations under this Agreement.