This Bill of Sale may not be assigned by either Party in whole or in part without the consent of the other Party; provided, that each Party may assign this Bill of Sale without consent of the other Party as set forth in the Agreement.  Any permitted assignee will expressly assume all obligations imposed on the assigning Party by this Bill of Sale in writing.  This Bill of Sale shall bind and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.  Any purported assignment in violation of this Section 4.1 shall be null and void.