Heinz. (i) Heinz is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Heinz has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Heinz.
Heinz. Heinz shall indemnify, defend and hold Merisant harmless against all costs, claims, suits, demands, judgments, expenses (including reasonable attorneys' fees) or damages resulting from or arising out of the following: (i) any breach by Heinz of any of its warranties, duties or obligations under this Agreement; and (ii) the error, omission, negligence or willful misconduct of Heinz, its employees or agents, except to the extent any such damage resulted from or was contributed to by Merisant, its employees or agents.
Heinz. Heinz may not assign or otherwise transfer (whether by operation of law or otherwise) this Agreement in whole or in part to any entity without the express prior written consent of Merisant, except to an affiliate or wholly-owned subsidiary of Heinz. Should Heinz desire to assign or otherwise transfer any of its obligations hereunder to a subdistributor, broker, or sales agent, Merisant will have the right to remove from the obligations of Heinz hereunder the customers proposed to be serviced by the subdistributor, broker, or sales agent, and either provide the Products directly to such customers, or use the services of a third party. Merisant acknowledges that Heinz may utilize the services of brokers in the performance of its duties and obligations hereunder, and that such use will not be a breach of this Article 13.2.
