Mondelez 2012 Annual Report Download - page 119

“ Canadian Intercompany IP Licenses ” means, collectively, the Incoming Intercompany IP Licenses and the Outgoing Intercompany IP
Licenses.
“ Canadian Snack Assets ” means all Assets of the Vendor that constitute SnackCo Assets, including those Assets listed or described in
Section 2.01.
“ Canadian Snack Business ” means the business and operations conducted by the Vendor at any time prior to the Effective Time that
constitute part of the SnackCo Business.
“ Canadian Snack Liabilities ” means all Liabilities of the Vendor that constitute SnackCo Liabilities, including those listed or described in
Section 2.10.
“ Canadian Transaction Tax ” has the meaning ascribed thereto in the Tax Sharing Agreement.
“ Cash Equivalents ” means all certificates of deposit and other cash equivalents and all amounts owing to the Vendor from persons related to
the Vendor for purposes of the Tax Act (other than accounts receivable and any amounts owing by any corporation or partnership described in
paragraph 82(g) of the Tax Ruling).
“ Cash or Near Cash Property ” means property of the Vendor that is treated as cash or near cash property, determined (i) at the Butterfly
Determination Time, and (ii) using the principles set out in paragraphs 82 to 84 of the Tax Ruling.
“ Closing Date ” means the date hereof.
“ Closing Timeline ” means the closing timeline setting out, with respect to the transactions contemplated by the Separation Agreement, the list
of documents to be exchanged between the various parties to such agreements and the applicable terms of escrow and release of escrow,
including the times at which various deliveries of documents are made and the transactions contemplated thereby become effective.
“ Collective Agreements ” has the meaning set out in Section 5.01(2).
“ Consideration ” has the meaning set out in Section 2.04.
“ CRA ” means the Canada Revenue Agency.
“ Effective Time ” means the time referred to as the effective time of the transactions contemplated by this Agreement in the Closing Timeline.
“ Elected Amount ” in respect of an Elected Property means the amount agreed to by the Vendor and the Purchaser in their joint election
pursuant to Section 4.01.
“ Elected Property ” means eligible property within the meaning of subsection 85(1.1) of the Tax Act in respect of which an election has been
or will be made as provided in Section 4.01.
“ Employees ” has the meaning set out in Section 5.01(1).
“ FIN 45 Indemnity Obligation ” has the meaning ascribed thereto in the Tax Sharing Agreement.
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