This Agreement shall be binding upon, and shall inure to the benefit of, the Parties’ respective successors and permitted assigns. This Agreement shall not be assignable by any Party without the prior written consent of the other Party; provided , however , that, upon thirty (30) days’ prior written notice to the other Party but without the other Party’s prior consent, a Party (i) may assign this Agreement, in whole or in part, to any of its Affiliates provided that the assigning Party shall remain primarily liable under this Agreement and/or (ii) shall assign this Agreement to the successor to such Party in connection with a Change of Control of such Party provided that such successor, in the reasonable judgment of the other Party, is able to perform the assigning Party’s obligations under this Agreement.