Purchaser shall not assign its rights or delegate its obligations hereunder without the prior written consent of Seller, which consent may be granted, conditioned or withheld in its sole and absolute discretion; provided, however, that Purchaser shall be permitted to assign its rights and obligations under this Agreement to a limited partnership or limited liability company in which Purchaser (or an entity that controls, is controlled by or is under common control with, Purchaser) serves as the general partner, manager or sole member, as applicable, without Seller’s consent, provided Seller is given evidence of such assignment, the existence and good standing of the assignee, and the interest of Purchaser (or an entity that controls, is controlled by or is under common control with, Purchaser), as general partner, manager or sole member, in the assignee. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective heirs, devisees, executors, administrators, legal representatives, successors and assigns. In connection with any approved or permitted assignment, the assignee shall assume the assignor’s obligations hereunder, but, until the Closing only, the assignor shall nevertheless remain jointly and severally liable with the assignee therefor. The provisions of this Section 12.1 shall survive the Closing or termination of this Agreement.