This Agreement and the rights hereunder may not be assigned by Buyer without the prior written consent of Sellers and Contributee. This Agreement and the rights hereunder may not be assigned by Contributee without the prior written consent of Sellers; provided , however , that (a) Contributee shall be permitted to collaterally assign without Sellers’ consent this Agreement and its rights herein and in the other Transaction Documents to Contributee’s and its Affiliate’s lenders and (b) Contributee may assign without Sellers’ consent the provisions and benefits of this Agreement to any transferee of all or substantially all of the Pipelogic Business, and Sellers hereby consent to any such assignment; provided , however , that no such assignment shall relieve Contributee of its obligations hereunder. This Agreement and the rights hereunder may not be assigned by Sellers without the prior written consent of Contributee; provided, however , that prior to the Closing CSL Energy Holdings may assign its rights and obligations hereunder (including its rights to receive its portion of the Buyer Shares) to one of its Affiliates without the consent of Contributee or Buyer. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.