Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned by any Party without the prior written consent of the other Parties; provided ,   however , that each Buyer Party may assign this Agreement and any or all rights or obligations hereunder (including Buyer Parties' rights to seek indemnification hereunder) to any Affiliate or Affiliates of a Buyer Party or any Person or Persons to which a Buyer Party or any of its Affiliates sells, transfers, assigns or delegates all or any portion of the Acquired Assets, Assumed Liabilities or Business.  Upon any such permitted assignment, the references in this Agreement to the assignor Buyer Party shall also apply to any such assignees unless the context otherwise requires. The Parties may, prior to the Closing, assign or exchange their respective rights (but not their respective obligations) under this Agreement to a Qualified Intermediary, as provided in Treasury Regulation 1.1031(k) – 1(g), provided that Seller Parties will bear and remain liable and responsible for any such assignment or exchange, including all costs, fees and charges associated therewith.