Successors and Assigns; Affiliate(s). Buyer may assign or transfer its rights and obligations under this Agreement either directly or indirectly (whether by outright transfer, transfer of ownership interests or otherwise) to an Affiliate without the prior written consent of Seller, provided Buyer shall give Seller at least ten (10) business days’ advance written notice thereof and Buyer and the assignee shall execute and deliver a commercially reasonable assignment and assumption agreement to Seller. As used herein, “Affiliate” means any entity controlling, controlled by or under common control with Buyer. The term “control,” as used in the immediately preceding sentence, means, with respect to an entity, the right to exercise at least 50% of the voting rights of the controlled entity. Any other assignment or transfer of Buyer’s rights and obligations under this Agreement shall require Seller’s advance written consent, which Seller may withhold in its reasonable discretion. In the event of a transfer, the transferee shall assume in writing all of the transferor’s obligations hereunder, but such transferor shall not be released from its obligations hereunder. No consent given by Seller to any transfer or assignment of Buyer’s rights and obligations hereunder shall be construed as a consent to any other transfer or assignment of Buyer’s rights and obligations hereunder. No transfer or assignment in violation of the provisions hereof shall be valid or enforceable. Subject to the foregoing, this Agreement and the terms and provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of the parties.
Successors and Assigns; Affiliate(s). Buyer may not assign or transfer its rights or obligations under this Agreement either directly or indirectly (whether by outright transfer, transfer of ownership interests or otherwise) without the prior written consent of Seller (which may be given or withheld in its sole and absolute discretion); provided, however, Seller shall not be required to consent to any assignment by Buyer of its interest in this Agreement on or before the Closing to an entity which is an Affiliate so long as Buyer gives Seller at least ten (10) business days’ advance written notice thereof and Buyer and the assignee execute and deliver a commercially reasonable assignment and assumption agreement to Seller. In the event of a transfer, the transferee shall assume in writing all of the transferor’s obligations hereunder, but such transferor shall not be released from its obligations hereunder. No consent given by Seller to any transfer or assignment of Buyer’s rights or obligations hereunder shall be construed as a consent to any other transfer or assignment of Buyer’s rights or obligations hereunder. No transfer or assignment in violation of the provisions hereof shall be valid or enforceable. Subject to the foregoing, this Agreement and the terms and provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of the parties. As used herein “Affiliate(s)” means any entity controlling, controlled by or under common control with H & S Ventures, LLC, a California limited liability company, and/or which is managed by H & S Ventures, LLC, a California limited liability company. The term “control,” as used in the immediately preceding sentence, means, with respect to an entity, the right to exercise at least 50% of the voting rights of the controlled entity.
