Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned by any Party without the prior written consent of the other Parties; provided , however , that (a) the Purchaser and the Company may each assign this Agreement and any or all rights or obligations hereunder (including their respective rights to seek indemnification hereunder) without consent to (i) any Affiliate or Affiliates of such Party (including, in each case, NLO and Newco) or any Person or Persons to which such Party or any of its Affiliates sells, transfers, assigns or delegates all or any portion of its equity securities or its assets or business or (b) in the event that the Purchaser assigns this Agreement to NLO, NLO may assign this Agreement to Newco.  Upon any such permitted assignment, the references in this Agreement to the Purchaser or the Company shall also apply to any such assignees unless the context otherwise requires.