Neither Seller shall assign any of its right, title, claim or interest in, to or under this Agreement. Upon written notice to Seller, Buyer may assign to one or more assignees any or all of its rights and obligations under this Agreement (or direct the applicable Seller to directly deed the Land and/or assign all or any part of the Property or direct Seller to convey a certain portion of the Property to an owner assignee and the other portion of the Property to an operator assignee) to any one or more persons or entities; provided, however, that (i) notwithstanding any such assignment, Buyer shall be an affiliate of, or continue to act as the liaison on behalf of, such assignee(s), (ii) such assignee(s) will accept as of the date of the assignment, the assignment and transfer of Buyer’s rights, title and interest in and to the Agreement with respect to the applicable portion of the Property (including, without limitation, any obligation to proceed to and effectuate Closing under this Agreement) assigned to it, (iii) such assignee(s) shall assume and agree to be bound by all of the terms and conditions of this Agreement assigned to it with respect to the portion of the Property assigned to it from and after the date of the assignment, and such assignees will covenant that it will perform and observe all the covenants and conditions relating thereto therein contained on Buyer’s part to be performed and observed which accrue after the date of such assignment, (iv) effective upon the date of such assignment, such assignee(s) shall be directly and primarily liable to Seller for all obligations arising under this Agreement with respect to the portion of the Property assigned to it and the other terms of this Agreement specified herein and (v) absent the express agreement of Seller, no such assignment shall release Buyer from its liabilities hereunder until Closing, at which time Buyer (but not such assignee(s)) shall be released from its liabilities hereunder. 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”. In addition, in the event Buyer directs Seller to convey a certain portion of the Property to an owner assignee and the other portion of the Property to an operator assignee in accordance with Section 14, (a) Buyer’s indemnification obligations shall be allocated as set forth in Section 13.4.2 and (b) the exhibits and schedules attached to this Agreement shall be revised, as appropriate, to reflect such bifurcation.