This Agreement may not be assigned or otherwise transferred by any Party without the prior written consent of the other Parties, which consent shall not unreasonably be withheld.  It shall not be unreasonable for ERN to withhold consent for an assignment to an ERN Competitor (as such term is defined in the A/R ERN-Zavante Agreement). Any purported assignment in violation of the preceding sentence shall be void.  Any permitted assignee shall assume all obligations of its assignor under this Agreement.  No assignment shall relieve any Party of responsibility for the performance of any obligation that accrued prior to the effective date of such assignment.