The rights and obligations of the parties under this Agreement shall be binding upon and inure to the benefit of their respective successors, assigns, executors, administrators and heirs; provided, however , that neither the Company nor Executive may assign any duties under this Agreement without the prior written consent of the other. Notwithstanding the foregoing, the parties acknowledge that it is anticipated that Executive will be employed by a subsidiary of the Company, and the Company may assign (in whole or in part) its rights and obligations under this Agreement to such entity without prior written consent of Executive; provided, however , that the Company shall remain liable for all compensation obligations to Executive under this Agreement. For purposes of clarity, the parties hereto acknowledge and agree that assignment of this Agreement by the Company in accordance with this Section 10.10 shall not constitute Good Reason.