This Agreement shall inure to the benefit of and be binding on the parties and their respective successors in interest, and shall not be assignable by either party without the written consent of the other; provided that nothing in this Section shall preclude the Executive from designating a beneficiary to receive any benefit payable hereunder upon his death, or the executors, administrators or other legal representatives of the Executive or his estate from assigning any rights hereunder to which they become entitled to the person or persons entitled thereto; and provided further that nothing in this Section shall preclude the Company from assigning any or all of its rights hereunder to any third party. Notwithstanding anything to the contrary herein, an “assignment” of this Agreement shall include, without limitation, any transaction which directly or indirectly constitutes any liquidation or dissolution of the Company; the sale, assignment, transfer or conveyance of fifty percent or more of the ownership interests in the Company; sale, assignment, transfer, or conveyance of control of the right to manage the direction and business of the Company; sale of all or substantially all of the assets of the Company; or similar transaction designed to effect a sale of the Business.