This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however , that prior to the Closing Date, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto, including by operation of law, without the prior written consent of the other parties hereto; provided that the Buyer may, upon written notice to the Sellers, assign to any controlled Affiliate thereof all or a portion of its rights and obligations hereunder without the consent of either Seller; provided , further , that no such assignment by the Buyer shall relieve the Buyer of any of its liabilities or obligations hereunder.  Any assignment of this Agreement or any of the rights, interests or obligations hereunder in contravention of this Section 10.5 shall be null and void and shall not bind or be recognized by the Sellers or the Buyer.