23.a. SPE’s Right to Assign. Subject to Section 23.b hereof, SPE shall be free to assign or license any or all of its rights hereunder, and/or to delegate any or all of its duties, obligations and liabilities, at any time and from time to time, to any person or entity. Upon such assignment, SPE shall be released and discharged of and from the delegated duties, obligations and liabilities if such assignment and/or delegation is to: (i) a person or entity into which SPE merges or is consolidated; or (ii) a person or entity which acquires all or substantially all of SPE’s business and assets and which assumes such obligations in writing; or (iii) a financially responsible entity which is controlled by, under common control with, or controls SPE which assumes such obligations in writing; or (iv) a “Major Studio“ (i.e., and expressly defined as limited to: Warner Bros., Fox, Disney, Paramount, Universal, or DreamWorks) or United States television network, which assumes such obligations in writing. Any purported assignment by SPE in violation of this Section 23 shall be void ab initio.
23.b. Limitations. SPE may not assign this Agreement in its entirety except to (i) a person or entity into which SPE merges or is consolidated, or (ii) a person or entity which acquires all or substantially all of SPE’s business and assets and which assumes such obligations in writing, or (iii) a person or entity which is controlled by, under common control with, or controls SPE, or (iv) a Major Studio which assumes such obligations in writing. SPE may not assign its right to produce any Production to, or enter into a co-production agreement with, any entity except (i) any of the entities described in Section 23.b(i) - (iv) hereof, or (ii) in connection a transaction pursuant to which (A) SPE has creative control over the applicable Production, and (B) SPE initially controls all United States distribution rights with respect to the applicable Production and either controls or has the right to obtain (e.g., through the exercise of one or more options) such United States distribution rights for the entire term of copyright. Upon any assignment or delegation permitted under Section 23.b(i) - (iv) above, SPE shall be released and discharged of and from the delegated duties, obligations and liabilities.