This Agreement will be binding upon and inure to the benefit of and be enforceable by the successors and permissible assigns of the Parties. This Agreement and any rights and obligations hereunder will not be assigned, hypothecated, or otherwise transferred by any Party hereto by operation of law or otherwise without the prior written consent of the other Party; provided, however, notwithstanding the foregoing, Licensor may assign its rights and obligations under this Agreement without such consent to (i) one or more of its Affiliates, (ii) in connection with a sale, merger or other transaction involving a transfer of substantially all of its assets and (iii) in connection with the sale, merger or other transaction involving a transfer of substantially all of the assets of the business related to the Software; provided that such assigning party shall remain liable for its obligations hereunder.