This Agreement shall not be assignable by either Party without the prior written consent of the other Party and any attempt to assign this Agreement without such consent shall be void; provided, however, that the Purchaser may assign all or any portion of this Agreement to any Affiliates of the Purchaser if such Affiliate assumes the obligations hereunder; and provided, further, that, the Seller may assign its rights and obligations under this Agreement to an entity to which it may assign the Transfer and Assumption Agreement under Section 8 thereof (a) following the Closing and (b) only if the Guaranty is amended so that the Guarantor (as defined therein) guarantees the obligations of such assignee entity. Any permitted assignment by the Purchaser or the Seller shall not release the Purchaser or the Seller from its obligations and responsibilities hereunder. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the permitted transferees, successors and assigns of either Party.