Mondelez 2012 Annual Report Download - page 128

(3) The allocation within each of Sections 2.06(2)(a) through (g) above will be pro rata to the assets or classes of assets that comprise the
Canadian Snack Assets within the particular paragraph, and in no event will the amount of the Assumed Liabilities allocated to a particular asset
or class of assets exceed the fair market value thereof.
(4) The Purchaser Shares will be allocated to each asset or class of assets that comprise the Canadian Snack Assets to the extent that the
fair market value of the particular asset or class of assets immediately before the Effective Time exceeds any amount of the Assumed Liabilities
allocated to that particular asset or class of assets as set out in Sections 2.06(2) and 2.06(3).
(5) The allocations referred to in Sections 2.06(1) to 2.06(4) will be estimated by the Vendor, acting reasonably, within 90 days after the
date hereof and such allocations will be attached as Schedule 2.06(5).
(6) The Vendor and the Purchaser must each complete all tax returns, designations and elections in a manner consistent with such
allocation and otherwise follow such allocation for all tax purposes on and subsequent to the Closing Date and not take any position inconsistent
with such allocation. If such allocation is disputed by any taxation or other Governmental Authority, the party receiving notice of such dispute
will promptly notify the other party and the parties will use their reasonable best efforts to sustain such allocation. The parties will share
information and cooperate to the extent reasonably necessary to permit the transactions contemplated by this Agreement to be properly, timely
and consistently reported.
2.07 Cash Transfer
From the Effective Time, the Vendor will have a liability and obligation to transfer to the Purchaser the SnackCo Canada Cash and the
Purchaser will have a liability and obligation to transfer to the Vendor cash in an amount equal to the amount by which any cash or Cash
Equivalents received by it hereunder exceeds the amount of the SnackCo Canada Cash. On or before the date that is 45 days after the Closing
Date, the Vendor will transfer to the Purchaser cash and Cash Equivalents representing its estimate to that time of the amount of the SnackCo
Canada Cash. For
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(c) next, to assets or classes of assets that comprise the Canadian Snack Assets (other than current assets, Elected Property and Forco
Interests), up to the fair market value thereof;
(d) next, to assets or classes of assets that comprise the Canadian Snack Assets and are Elected Property (other than current assets and
Forco Interests), up to the elected amount in respect thereof;
(e)
next, to assets or classes of assets that comprise Forco Interests (other than Elected Property), up to the fair market value thereof;
(f) next, to assets or classes of assets that comprise Forco Interests and are Elected Property, up to the elected amount in respect thereof;
and
(g)
next, to assets or classes of assets that comprise the Canadian Snack Assets, to the extent not already allocated to above.