Common use of Assignment; Binding Nature Clause in Contracts

Assignment; Binding Nature. Neither the Contract nor any right or obligation hereunder may be assigned, transferred, delegated, pledged or encumbered by Purchaser (“Assignment”) without the prior written consent of Seller in its discretion. Any purported Assignment without such consent will be null and void ab initio. For purposes of the preceding sentence, a change in control of Purchaser shall constitute an Assignment requiring Seller’s prior written consent; for this purpose, a “change in control” means a transfer, on a cumulative basis, of shares, voting rights or ownership interests which will result in a change in the identity of the person or persons exercising, or who may exercise, effective control of Purchaser. Unless Seller expressly agrees in writing otherwise, no assignment by Purchaser shall release it from its obligations hereunder. Seller may freely assign its rights and duties hereunder. The Contract shall be binding upon and inure to the benefit of the permitted successors and assigns (whether by operation of law, merger, change of control or otherwise) of the parties hereto.