Common use of Modification, Amendment and Assignment Clause in Contracts

Modification, Amendment and Assignment. No modification or amendment of this Agreement will be valid unless it is in writing signed by an authorized officer of Company, except that Company can revise the Schedule(s) to this Agreement from time to time and any such changes shall be effective upon delivery to Selling Firm. Selling Firm shall be deemed to have consented to any amendment to this Agreement signed by Company if Selling Firm accepts compensation or submits an application after delivery of such amendment to Selling Firm by or on behalf of Company. This Agreement shall be binding upon and inure to the benefit of Selling Firm and Company and their respective successors and assigns; provided, however, that except as provided in the following sentence neither this Agreement nor any rights or obligations under this Agreement may be assigned or delegated by Selling Firm without the prior written consent of Company. This Agreement may be assigned by Selling Firm to, and shall be binding on (i) any affiliate of Selling Firm, and (ii) any successor to Selling Firm by merger, consolidation, conversion or other reorganization, including an assignment in connection with the sale or conveyance of all or substantially all of the assets of Selling Firm to an assignee, provided the assignee assumes in writing the obligations of Selling Firm hereunder.