This Agreement will be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the Parties.  Neither Party may assign (whether by operation of law or otherwise) this Agreement or any rights, interests or obligations provided by this Agreement without the prior written consent of the other Party;  provided ,   however , that either Party may assign this Agreement and any or all rights and obligations under this Agreement to any of its Affiliates upon prior written notice to the other Party; provided ,   further , that no such assignment shall release either Party from any liability under this Agreement.  Notwithstanding the foregoing, pursuant to the Reorganization (a) Seller may assign this Agreement or any or all of its rights and obligations hereunder to any Affiliate with a net worth in excess of $500,000,000 that expressly assumes all of the obligations of Seller hereunder, in which case upon any such permitted assignment by Seller (i) the references in this Agreement to Seller shall apply to such assignee unless the context otherwise requires and (ii) Seller shall automatically and unconditionally be released and discharged from any liability or obligation under this Agreement without the requirement of any further action by any Person and (b) if Seller is merged or otherwise ceases to exist, Seller’s successor shall confirm in writing that it has assumed all of Seller’s obligations hereunder.    Any attempted assignment in violation of this Section 9 shall be void ab initio .