death. shall pass to and be assumed by Purchaser upon the filing of' the FAA Bill of Sale with the FAA and delivery of the Aircraft to Purchaser in accordance with the provisions of this Agreement. Upon delivery of the Aircraft in accordance with the provisions of this Agreement. Purchaser shall assume and, effective as of the completion of the Closing, hereby assumes, all responsibility in connection with the .Nircma and all risks incident to ownership, maintenance. repair, use and modification thereof 12 Other Matters (a) Except as otherwise provided herein, neither party hereto may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. Notwithstanding anything to the contrary provided in this Section 12, Purchaser may assign this Agreement or any rights or obligations hereunder to any affiliate of Purchaser without the prior written consent of Seller, provided that the assignee shall assume all liabilities hereunder Notwithstanding anything to the contrary provided in this Section 12, both parties hereto shall be entitled to assign this Agreement (without the consent of the other party hereto) to a third party but solely for the purpose of qualifying this transaction as part of a like-kind exchange under Section 1031 of the Internal Revenue Code of 1986, as amended and Revenue Procedure 2000-37. Such assignment to a third party, however, shall not release the assigning party from its obligations to perform hereunder. The non-assigning party agrees to cooperate with the assigning party to effect such transaction with no additional costs to the non-assigning party. (in Each party hereto agrees to execute and deliver such additional documents and take such further actions as may be reasonably requested by the other party to fully effectuate and carry out the purposes of this Agreement. (c) The provisions of this Agreement which by their terms are to be performed and observed after