All of the terms of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against Buyer and Seller, and their respective heirs, personal representatives, successors, and permitted assigns. The representations and warranties of the parties shall survive the execution of this Agreement. This Agreement sets forth the entire agreement and understanding of the parties with respect to the transactions contemplated by this Agreement and supersedes all prior and contemporaneous agreements, arrangements, and understandings relating to the subject matter of this Agreement. This Agreement may not be assigned, pledged, hypothecated, or in any other way transferred or encumbered by any party without the prior written consent of the other parties.