Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either Party without the prior written consent of the other Party, and any such assignment without such prior written consent shall be null and void. This Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. Notwithstanding the foregoing, a Party may assign any or all of its rights, interests and obligations under this Agreement to any direct or indirect wholly-owned subsidiary without the consent of the other party so long as such assignment does not have any adverse consequences to the other Party or its Affiliates. No assignment will relieve the assigning Party from any of its obligations under this Agreement and the assigning Party will remain primarily liable for all of its obligations under this Agreement.