No modification or waiver of this Agreement will be effective unless in writing and executed by the parties. No party may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties, except that Assignee may without such consent assign any of its rights or obligations under this Agreement to any affiliate, to any lender as collateral security or to any purchaser of all or any portion of the Business. This Agreement and all of its provisions are for the sole and exclusive benefit of, and will be binding upon, Assignee and Assignor and their successors and permitted assigns, and nothing in this Agreement will give or be construed to give any other party any rights under this Agreement. This Agreement may be executed in counterparts, all of which taken together will constitute one agreement, and signatures exchanged by facsimile or .pdf will constitute effective execution and delivery of this Agreement.