This Agreement will not be assigned by the Company or Indemnitee without the prior written consent of the other party thereto, except that the Company may freely assign its rights and obligations under this Agreement to any subsidiary or affiliate for whom Indemnitee is serving as a director and/or officer thereof; provided, however, that no permitted assignment will release the assignor from its obligations hereunder. Subject to the foregoing, this Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, including, without limitation, any successor to the Company by way of merger, consolidation, and/or sale or disposition of all or substantially all of the assets or the capital stock of the Company.