This Agreement shall be binding upon and inure solely to the benefit of each Party and its permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement shall not be assigned by any Party (including by operation of Applicable Law or otherwise) except with the prior written consent of the other Parties; provided that Buyer may assign its right to purchase all or any portion of the Purchased Interests to one or more of its wholly owned subsidiaries (it being agreed that no such assignment shall release Buyer from any of its liabilities or obligations under this Agreement). Any purported assignment of this Agreement in violation of this Section 8.4 shall be null and void.