Mondelez 2012 Annual Report Download - page 126

provided, however, that the Canadian Snack Assets will not include:
2.02 Canadian Grocery Assets
Notwithstanding any other provision of this Agreement to the contrary, the Vendor will retain all of the Canadian Grocery Assets.
2.03 Disclaimer of Representations and Warranties
Each of the Vendor and the Purchaser understands and agrees that, except as expressly set forth in the Separation Agreement, this
Agreement, the Tax Sharing Agreement or in any other Ancillary Agreement, no party (including its Affiliates) to the Separation Agreement,
this Agreement, the Tax Sharing Agreement any other Ancillary Agreement or any other agreement or document contemplated by the Separation
Agreement, this Agreement, the Tax Sharing Agreement or any other Ancillary Agreement or otherwise, makes any representations or
warranties relating in any way to the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, to any Consent
required in connection therewith, to the value or freedom from any Security Interests of, or any other matter concerning, any Assets of such
party, or to the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other Asset,
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(q) the Incoming Intercompany IP Licenses to the extent related to any SnackCo Brand IP, and the Outgoing Intercompany IP Licenses
to the extent related to any Owned Snack Intellectual Property (for greater certainty, the Vendor will retain all right, title, benefit and
interest of the Vendor in and to (A) the Incoming Intercompany IP Licenses to the extent not related to SnackCo Brand IP, and
(B) the Outgoing Intercompany IP Licenses to the extent not related to Owned Snack Intellectual Property);
(r)
the goodwill of the Canadian Snack Business;
(s) subject to Section 4.04, all pre-paid expenses and deposits Related to the Canadian Snack Business including all pre-paid insurance,
rent and royalties, all pre-paid property taxes and water rates, all pre-paid purchases of gas, oil and hydro, all pre-
paid lease payments
and all pre
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paid employee items referred to in Section 5.02(3); and
(t)
any FIN 45 TSA Receivables of the Vendor, and any Specified TSA Receivables of the Vendor with respect to a Tax that would be a
Canadian Snack Liability;
(i) any Asset referred to in Sections 2.01(j), 2.01(k) or 2.01(l) respecting the Leasehold Lands or Sub-leasehold Lands where,
pursuant to the lease or sublease governing the Vendor’s occupancy of thereof, such Asset is not capable of being assigned,
conveyed, transferred or set over to the Purchaser as contemplated by Section 2.01; or
(ii)
except as set forth in Section 2.01(t), any right, title, benefit and interest of the Vendor in and to any refunds, offsets or credits
of Taxes (including any Residual TSA Receivables of the Vendor).