Mondelez 2012 Annual Report Download - page 120

“ FIN 45 TSA Receivable ” has the meaning ascribed thereto in the Tax Sharing Agreement.
“ Forco Interests ” means the shares and partnership interests described in clauses (i) and (ii) (A) and (H) of the definition of “Subsidiary
Interests”, and all liabilities and obligations owed to the Vendor by such entities.
“ Freehold Lands ” means the freehold real property listed or described on Schedule 2.01(i) and all rights, interests, entitlements, benefits and
privileges of any nature or kind whatsoever related exclusively to such freehold real property, including all rights of way, licences or rights of
occupation, easements or other similar rights of the Vendor in connection with such freehold real property.
“ Greencastle Obligation ”
means all liabilities and obligations of the Vendor to or in favour of Kraft Canada Two LP under the loan agreement
made as of May 22, 2001 between Greencastle Drinks Limited (now Greencastle Drinks) and Trebor Canada Inc. (now Kraft Canada Inc.), as
amended pursuant to an amendment agreement dated , 2012, as such loan agreement has been assigned by Greencastle Drinks to Kraft
Foods North America and Asia BV, and as subsequently assigned by Kraft Foods North America and Asia BV to Yellowcastle Limited, and as
subsequently assigned by Yellowcastle Limited to Kraft Canada Two LP.
“ Incoming Intercompany IP Licenses ” means all licenses of Intellectual Property between any GroceryCo Entity or SnackCo Entity, as
licensor, and the Vendor, as licensee, including those licenses listed in Part A of Schedule 2.01(q).
“ Intellectual Property ” means intellectual property of any nature and kind including all domestic and foreign trade-marks, business names,
trade names, domain names, social media accounts and passwords, trading styles, patents, trade secrets, Software, industrial designs and
copyrights, whether registered or unregistered, and all applications for registration thereof, and inventions, formulae, recipes, product
formulations, processes and processing methods, technology and techniques and know-how.
“ Inventories ” means all inventories Related to the Canadian Snack Business, including all raw materials, ingredients, stores, spare parts,
finished goods, work in progress and other items of inventory.
“ Lands ” means, collectively, the Freehold Lands, the Leasehold Lands and the Sub-leasehold Lands.
“ Leasehold Lands ” means the interest in the leased premises and the leases or subleases, as applicable, listed or described on Schedule 2.01(i)
(which, for greater certainty, specifically excludes the Sub-leasehold Lands), together with all rights, benefits and advantages to be derived
therefrom, including all improvements, appurtenances, fixtures and leasehold improvements situate on or forming part of such premises.
“ Non-Income Tax ” has the meaning ascribed thereto in the Tax Sharing Agreement.
“ Non-Union Employees ” has the meaning set out in Section 5.02(1).
-
4
-