Neither Party may assign any rights or obligations arising out of this Agreement without the consent of the other Party, which is not to be unreasonably withheld. Notwithstanding the foregoing, Buyer may assign its interests herein to (a) an Affiliate of Buyer on or before Closing or (b) any entity (or directly deed the Land and assign all of the Assets) so long as Buyer or an Affiliate enters into a lease for all of the Land and Improvements and Buyer or an Affiliate operates the Business; however, no such assignment shall relieve the Buyer of its obligations hereunder until Closing; provided, however, with respect to any assignment, if Closing occurs the assigning party (but not the assignee) shall be relieved of all its obligations arising under this Agreement before, on and after Closing. Documents evidencing assignment shall be provided to either Party, as applicable, on or before the earlier of (i) ten (10) days after the effective date of such assignment or (ii) five (5) days before the Closing. For the avoidance of doubt, any provisions herein which state that all or any portion of the Property shall be assigned or transferred “to Buyer” shall be deemed to mean “to Buyer or its assignee”.