Mondelez 2012 Annual Report Download - page 129

greater certainty, (a) if, at any particular time, the amount of the cash and Cash Equivalents transferred up to such time is less than the amount
ultimately determined to be the SnackCo Canada Cash, the Vendor will have a continuing obligation to pay such shortfall to the Purchaser, and
(b) if, at any particular time, the amount of the cash and Cash Equivalents transferred up to such time exceeds the amount ultimately determined
to be the SnackCo Canada Cash, the Purchaser will have a continuing obligation to pay cash to the Vendor equal to the amount of such excess.
The Vendor and the Purchaser may represent such continuing obligations through promissory notes issued to each other. To the extent that the
Vendor has an obligation to transfer SnackCo Canada Cash to the Purchaser, the Vendor will satisfy such obligation first by transferring cash,
thereafter any certificates of deposit, thereafter amounts owing to the Vendor from persons related to the Vendor, and thereafter other Cash
Equivalents, in each case, of or standing to the credit of the Vendor immediately prior to the Effective Time and constituting SnackCo Canada
Cash.
2.08 Misdirected Amounts and Misdirected Invoices
(1) Notwithstanding anything to the contrary in the Separation Agreement, where any amount in respect of a Canadian Snack Asset or the
Canadian Snack Business is paid to or received by the Vendor or any of its Affiliates or their respective successors after the Effective Time, the
Vendor, its Affiliates or such successor will remit such amount to the Purchaser within 30 days following the end of the month during which the
applicable amount was paid or received. The parties will cooperate in good faith to effect and document such receipts and remittances in a
commercially reasonable manner.
(2) Notwithstanding anything to the contrary in the Separation Agreement, where any amount in respect of a Canadian Grocery Asset or
the Canadian Grocery Business is paid to or received by the Purchaser or any of its Affiliates or their respective successors after the Effective
Time, the Purchaser, its Affiliates or such successor will forthwith remit such amount to the Vendor within 30 days following the end of the
month during which the applicable amount was paid or received. The parties will cooperate in good faith to effect and document such receipts
and remittances in a commercially reasonable manner.
(3) During the six-month period following the Closing Date, the Vendor will promptly upon receipt thereof forward to the Purchaser any
invoice received by the Vendor and addressed to the Purchaser, and the Purchaser will promptly upon receipt thereof forward to the Vendor any
invoice received by the Purchaser and addressed to the Vendor (any invoice described in this sentence, a “ Misdirected Invoice ”). After such
six-month period, each of the Vendor and the Purchaser will return any Misdirected Invoices received by it to the applicable vendor for
correction.
2.09 Substitution and Subrogation
The conveyance of the Canadian Snack Assets to the Purchaser, its successors and permitted assigns, hereunder is with full rights of
substitution and subrogation of the Purchaser, its successors and permitted assigns, to the extent possible, in and to all covenants, representations
and warranties by others heretofore given or made in respect of the Canadian Snack Assets or any part thereof.
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