This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder (by operation of law, merger or otherwise) without the prior written approval of the other party; provided , however , that Buyer may assign any or all of its rights and interests hereunder to one or more of its Affiliates or to a purchaser of substantially all the assets of Buyer.