Neither this Agreement, nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other party, provided, however, that (a) the Purchaser or any Google Party may assign its rights, interests and obligations under this Agreement, in whole or in part, to one or more Affiliates in accordance with this Agreement, including Section 4.2(d), and (b) in the event of such assignment, the assignee shall agree in writing to be bound by the provisions of this Agreement; provided , that no such assignment will relieve the Purchaser of its obligations hereunder prior to the Closing.