Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties to this Agreement (whether by operation of law or otherwise) without the prior written consent of the other parties to this Agreement, and any purported assignment or other transfer without such consent shall be void and unenforceable; provided , however , that (a) a change of control of any party hereto (whether by a purchase of equity interests or all or substantially all assets, merger, consolidation or other reorganization of such party) shall not be considered an assignment and (b) each of Element and Celadon may assign this Agreement, including its rights, interests and obligations hereunder, to one or more of its Permitted Transferees (as defined in the LLC Agreement) without the consent of the other parties to this Agreement; provided , further , that no such assignment shall reduce any liabilities hereunder of Element or Celadon, as applicable.