Common use of Assignment by Either Party Clause in Contracts

Assignment by Either Party. Neither Party may assign this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other; except that either Party may, without the other Party’s consent, assign this Agreement or any of its rights or delegate any of its duties under this Agreement (i) to any qualified affiliate (a “qualified affiliate” shall mean any affiliate under common ownership with such Party and financially capable of assuming and fulfilling the obligations of this Agreement in the event of such assignment, including Customer’s payment obligations), or (ii) to any purchaser of all or substantially all of such Party’s business (whether by sale of assets, sale of stock or otherwise) or to any successor by way of merger, consolidation, or similar transaction. Subject to the foregoing, this Agreement will be binding upon, enforceable by, and inure to the benefit of the Parties and their respective successors and assigns.