This Agreement will be binding upon, and inure to the benefit of, the Parties and their permitted successors and assigns, and nothing herein is intended to or shall confer any right, benefit or remedy on any other person or entity, except for the Affiliates of Goodyear and Licensee, which are intended beneficiaries of, and shall be entitled to enforce, this Agreement and the persons and entities entitled to indemnification hereunder, which are intended beneficiaries of, and shall be entitled in enforce, the indemnity obligations set forth herein. Licensee may not assign its rights under this Agreement or delegate performance hereunder to another person or entity without the written consent of Goodyear; provided, however, that Goodyear will be deemed to have given its consent to an assignment in connection with Licensee’s Change of Control if Goodyear fails to exercise its termination right provided in Section 11.1(b).