This Agreement shall not be assignable by either Party to any Third Party hereto without the written consent of the other Party hereto; provided that, either Party may assign this Agreement without the other Party’s consent to an entity that acquires, directly or indirectly, control of such Party through a Change of Control transaction, provided that such entity agrees in writing to be bound by the terms and conditions of this Agreement. If any assignment would result in withholding or other similar taxes becoming due on payments from the assigning Party (or its assignee/transferee) to the other Party under this Agreement, the assigning Party (or its assignee/transferee) shall be responsible for all such taxes resulting from such assignment, and the amount of such taxes shall not be withheld or otherwise deducted from any amounts payable to other Party. No assignment and transfer shall be valid and effective unless and until the assignee/transferee agrees in writing to be bound by the provisions of this Agreement. The terms and conditions shall be binding on and inure to the benefit of the permitted successors and assigns of the Parties.