Purchaser may not assign its rights under this Agreement without first obtaining Seller’s written approval, which approval may be given or withheld in Seller’s sole discretion. Any transfer, directly or indirectly, of any stock, partnership interest or other ownership interest in Purchaser without Seller’s written approval, which approval may be given or withheld in Seller’s sole discretion, shall constitute a default by Purchaser under this Agreement. Without limitation of the foregoing, no assignment by Purchaser shall relieve Purchaser of any of its obligations or liabilities pursuant to this Agreement. Notwithstanding the foregoing, Purchaser may assign all of its interest in this Agreement on or before the Closing Date to an entity (a “Purchaser Assignee”) that is owned and controlled by or is under common ownership and control with Purchaser, so long as (i) Purchaser notifies Seller not less than five (5) business days prior to the Closing Date of such assignment (including the exact name and signature block of the proposed transferee), and (ii) Purchaser and Purchaser Assignee execute and deliver an assignment and assumption agreement in form reasonably satisfactory to Seller, pursuant to which Purchaser Assignee remakes all of Purchaser’s representations and warranties set forth in this Agreement and (iii) the transferor shall not be released from the obligations of “Purchaser” hereunder.