Common use of Governing Law and Assignment Clause in Contracts

Governing Law and Assignment. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania and shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that any assignment or transfer by any party of its rights under this Agreement or with respect to the Deposited Proceeds shall be void as against the Escrow Agent unless: 9.1 written notice thereof shall be given to the Escrow Agent; and 9.2 the Escrow Agent shall have consented in writing to such assignment or transfer.