Assignment, Sublicensing and Subcontracting

Assignment, Sublicensing and Subcontracting. Section 13.1 of the License, Development and Commercialization Agreement shall be deleted in its entirety and replaced by the following: 13.1 Assignment, Sublicensing and Subcontracting. 13.1.1 Assignment. No Party has the right to assign its rights or obligations under this Agreement without the prior written consent of the other Party; provided however, that (i) Echo may assign this Agreement and all of its rights and obligations hereunder, without such consent, to an entity that acquires all... or majority of the shares or assets of Echo (or the business or assets to which this Agreement pertains) whether by merger, consolidation, reorganization, acquisition, sale, license or otherwise, and (ii) each Party may assign this Agreement and all of its rights and obligations hereunder, without such consent, to an Affiliate if such Party remains liable and responsible for the performance and observance of all of the Affiliate's duties and obligations hereunder. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties. Any assignment not in accordance with this Section 13.1 shall be void. 13.1.2 Sublicensing and Subcontracting. Notwithstanding anything herein that may be to the contrary, MTIA may, without Echo's consent: (i) sublicense any of the licenses and rights granted to MTIA under this Agreement (including, without limitation, the licenses granted under Section 8.5 and the grant of Distribution rights) to any of its Affiliates, and (ii) subcontract any of its obligations under this Agreement to any of its Affiliates. View More