Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether by operation of law or otherwise) without the prior written consent of the other party; provided , however , that, without the consent of any party, each Vantage Seller shall be entitled to assign, in whole or in part, its rights and obligations under this Agreement prior to the Closing or the termination of this Agreement to any Person or Persons, the sole owners, directly or indirectly, of which are one or more members of Vantage I or Vantage II, but no such assignment shall release such Vantage Seller from its obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Any purported assignment in violation of this Section   9.9 shall be void.