Except as expressly provided hereunder, neither this AGREEMENT nor any rights or obligations hereunder may be assigned or otherwise transferred by either party without the prior written consent of the other party (which consent shall not be unreasonably withheld); provided, however , that either party may assign this AGREEMENT and its rights and obligations hereunder without the other party’s consent in connection with the transfer or sale of all or substantially all of the business of such party to which this AGREEMENT relates to a third party, whether by merger, sale of stock, sale of assets or otherwise, provided that in the event of a transaction involving COMPANY, such assignment will not be effective until the intended assignee agrees in writing to accept all of the terms and conditions of this AGREEMENT, and such writing is provided to MICHIGAN. The rights and obligations of the parties under this AGREEMENT shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties. Any assignment not in accordance with this AGREEMENT shall be void.