CLSIP may assign, transfer, delegate or otherwise dispose of any and all of its rights and/or responsibilities under this Agreement to any entity without the consent of CBI upon prior written notice to CBI; provided, however, CLSIP may not assign, transfer, delegate or otherwise dispose of any of its right, title or interest in the CLSIP IP without CBI’s prior written consent, to be granted in its sole discretion (other than pursuant to the Credit Agreement, Guarantee and Collateral Agreement, IP Security Agreement of even date herewith). Except as otherwise permitted in this Agreement, CBI may not assign, transfer, delegate or otherwise dispose of any of its rights or obligations under this Agreement without CLSIP’s prior written consent, not to be unreasonably withheld; provided, however, that a merger, consolidation, combination or restructuring involving CBI or a change in control of CBI shall not be deemed to be an assignment. Any assignment, delegation and/or pledge in violation of this provision or Section 2.3 will be without force or effect. The Agreement shall be binding upon and shall inure to the benefit of the Parties and their successors and permitted assigns, each of which must agree to be bound by the Agreement.