Seller, Seller's Affiliates Sample Clauses

Seller, Seller's Affiliates and Buyer may so assign in whole or in part, to one or more of their Affiliates; (b) Buyer may so assign in whole or in part as collateral to secure indebtedness in connection with the Chase Commitment and the Natwest Commitment; and (c) after the later of 12 months after Closing or the termination of the Transitional Supply Agreement, Buyer may so assign in whole or in part in connection with the sale of all or substantially all of the assets of the Business to any unaffiliated third party (regardless of the form of the transaction); provided, however, that Seller and Seller's Affiliates will have no obligations whatsoever, including without limitation obligations to provide information or assistance in connection with such sale or the third party's financing thereof, and provided further that no such assignment will limit or otherwise affect Buyer's obligations hereunder. Upon the assignment of this Agreement by MBW Foods LLC to Aurora Foods, Inc. or any other Affiliate of Buyer reasonably acceptable to Seller (and provided that such assignee expressly assumes in writing all of the obligations of Buyer under the Transaction Documents), MBW Foods LLC will be relieved of any further liability under the Transaction Documents except for liability under Section 9.02(a)(C), which liability will terminate at the end of one year after any public offering by MBW Foods LLC or any of its Affiliates which make use of the Financial Information and/or the information to be provided pursuant to Section 6.13; provided, however, that such indemnification obligation of MBW Foods LLC shall not terminate as to any item as to which the person to be indemnified will have, prior to the expiration of such one-year period, previously delivered written notice to MBW Foods LLC stating in reasonable detail the nature and factual and legal basis of any Claim. Any other assignment will not relieve the Person making the assignment from any liability under such agreements.