Common use of Assignment; Binding Effect; Amendment Clause in Contracts

Assignment; Binding Effect; Amendment. This Agreement and ------------------------------------- the rights of the parties hereunder may not be assigned (except by operation of law) and shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors, personal representatives and assigns. This Agreement, upon execution and delivery, constitutes a valid and binding agreement of the parties hereto enforceable in accordance with its terms and may be modified or amended only by a written instrument executed by all parties hereto. Notwithstanding the foregoing, the Purchaser may assign this Agreement and all of its rights and obligations hereunder to any directly or indirectly wholly-owned subsidiary of the Purchaser; provided that, in connection with any such assignment, the Purchaser shall execute an guarantee and suretyship agreement, in form and substance reasonably satisfactory to the Seller, pursuant to which the Purchaser shall guarantee and stand surety for all of the obligations of its assignee hereunder.