Anti-Assignment and Permitted Assignment

Neither party may assign this Agreement or any of its rights or obligations hereunder, either voluntarily or by operation of law, without the other’s express written consent. No assignment of this Agreement becomes effective unless and until the assignee agrees in writing to be bound by all the assigning party’s obligations in this Agreement. Any purported assignment in violation of this Section __ is void.

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Neither party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that (a) either party may assign this Agreement to its Affiliate (as defined below) and (b) Customer may assign this Agreement to one of the following: ___________. (“Affiliate” means any partnership, corporation, trust, or any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with a party. As used in the preceding sentence, “control” means the direct or indirect power to direct or cause the direction of the management and policies of an entity, including without limitation through ownership or beneficial ownership of voting securities.)

(i) Authorized assignment of this Agreement releases and discharges the assignor of all rights, obligations, and liabilities pursuant to this Agreement related to acts and omissions after assignment.

(ii) No assignment of this Agreement becomes effective unless and until the assignee agrees in writing to be bound by all the assigning party’s obligations in this Agreement. Any assignment in violation of this Section __ is void.