Mondelez 2012 Annual Report Download - page 117

CANADIAN ASSET TRANSFER AGREEMENT
THIS AGREEMENT is made as at the Effective Time on the 29 day of September, 2012
BETWEEN
MONDELEZ CANADA INC. , a corporation incorporated under the laws of Canada (the “ Purchaser ”)
—and—
KRAFT CANADA INC. , a corporation amalgamated under the laws of Canada (the “ Vendor ”)
WHEREAS pursuant to the Separation Agreement, SnackCo and GroceryCo have agreed to, among other things, cause their respective
Subsidiaries, including the Purchaser and the Vendor, to take certain actions necessary to effect the implementation of the Internal
Reorganization and the transactions contemplated by the Separation Agreement;
AND WHEREAS the Vendor is the owner of the Canadian Snack Assets and carries on the Canadian Snack Business;
AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase the Canadian Snack Assets and the Canadian Snack
Business upon and subject to the terms and conditions set out in this Agreement.
NOW THEREFORE, in consideration of the covenants and agreements herein contained, the parties agree as follows:
ARTICLE 1—INTERPRETATION
1.01 Definitions
Terms used in this Agreement that are defined in the Separation Agreement and that are not otherwise defined herein will have the same
meaning herein as in the Separation Agreement; provided, however, that, unless something in the subject matter or context is inconsistent
therewith, for the purposes of this Agreement, references in such definitions to “Distribution Date” or “Distribution” (when used in a temporal
context) will be read as “Effective Time” (as defined in this Agreement). In this Agreement, unless something in the subject matter or context is
inconsistent therewith:
“ Adjusted Pension Plan Transfer Amounts ” has the meaning set out in Section 6.02(5).
“ Agreement ” means this agreement, including its recitals and Schedules, as may be amended or modified from time to time.
“ Assumed Liabilities ” means all Canadian Snack Liabilities existing as of the Effective Time, other than (i) the Specified Liabilities, (ii) any
liability or obligation of the Vendor not reflected (in accordance with GAAP) on the most recent balance sheet of the Vendor and any liability or
obligation of the Vendor arising or assumed after the date of such balance sheet that, had it arisen or been assumed on or before such date and
not discharged as of such date, would not have been reflected on such balance sheet if prepared in accordance with GAAP applied on a
consistent basis, subject to any discharge of such liabilities or obligations subsequent to the date of such balance sheet, and (iii) any liability or
obligation not excluded under clause (ii) above under any contract with a third party to the extent that the third party has not performed its
obligations under the contract prior to the Effective Time and where such performance is to be for the benefit of the Purchaser after the Effective
Time.
“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York or Toronto,
Ontario are authorized or required by law to close.
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