Mondelez 2012 Annual Report Download - page 127

including any accounts receivable, of any party, or to the legal sufficiency of any assignment, document or instrument delivered hereunder to
convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth in the
Separation Agreement, this Agreement, the Tax Sharing Agreement or in any other Ancillary Agreement, (a) the parties and the members of
their respective Group are transferring all such Assets on an “as is,” “where is” basis, (b) the parties are expressly disclaiming any implied
warranty of merchantability, fitness for a specific purpose or otherwise, (c) the respective transferees will bear the economic and legal risks that
any conveyance will prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and
(d) none of the Vendor or the Purchaser (including their Affiliates) or any other Person makes any representation or warranty with respect to any
information, documents or material made available in connection with the Separation or the Distribution, or the entering into of the Separation
Agreement, this Agreement, the Tax Sharing Agreement or any other Ancillary Agreement or the transactions contemplated hereby or thereby,
except as expressly set forth in the Separation Agreement, this Agreement, the Tax Sharing Agreement or in any other Ancillary Agreement.
2.04 Consideration
The consideration (the “ Consideration ”)
payable by the Purchaser to the Vendor for the Canadian Snack Assets will be the aggregate fair
market value of the Canadian Snack Assets as at the Effective Time.
2.05 Payment of Consideration
The Consideration will be payable and satisfied in full:
2.06 Allocation of Consideration
(1) The Consideration will be allocated among the assets or classes of assets that comprise the Canadian Snack Assets as to an amount
equal to the fair market value of each such asset or class immediately before the Effective Time.
(2) The Assumed Liabilities assumed by the Purchaser in partial satisfaction of the Consideration will be allocated as follows:
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(a) as to the portion of the Consideration equal to the amount of the Assumed Liabilities, by the assumption by the Purchaser of the
Assumed Liabilities; and
(b) as to the balance of the Consideration, by the allotment, issuance and delivery by the Purchaser to the Vendor of the Purchaser
Shares.
(a) first, to assets or classes of assets that comprise the Canadian Snack Assets and are current assets (other than Elected Property and
Forco Interests), up to the fair market value thereof;
(b) next, to assets or classes of assets that comprise the Canadian Snack Assets and are current assets and Elected Property (other than
Forco Interests), up to the elected amount in respect thereof;