To the fullest extent permitted by law, this Agreement shall not be assigned by either Party without the prior written consent of the other Party; provided that FCCG shall be entitled to assign all or any part of this Agreement to any transferee of all of its Shares, and such transferee shall, as a condition to such transfer, agree to perform FCCG’s obligations hereunder with respect to such Shares. The terms and provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and FCCG and their respective successors and permitted assigns.