No assignment or transfer by any Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the Purchaser, in the case of an assignment by the Company or the Seller, in the case of an assignment by the Purchaser. Notwithstanding the foregoing, without the prior written consent of the Seller, the Purchaser (and its permitted assigns) may at any time, in its sole discretion, assign, in whole or in part, its rights under this Agreement to (a) any of its Affiliates or (b) any subsequent purchaser of it or any of its divisions or any portion of its assets (whether such sale is structured as a sale of stock, sale of assets, merger, recapitalization or otherwise). This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.