Mondelez 2012 Annual Report Download - page 130

2.10 Assumption of Canadian Snack Liabilities
Upon and subject to the terms and conditions of this Agreement, the Vendor hereby assigns to the Purchaser, and the Purchaser hereby
assumes and will duly and properly perform, fulfil, pay and discharge when due, the Canadian Snack Liabilities. Without limiting the generality
of the foregoing, the Canadian Snack Liabilities include all Liabilities of the Vendor to the extent relating to, arising out of or resulting from:
-
14
-
(a)
any matter listed or described on Schedule 2.10(a) and all other Liabilities that are expressly provided in this Agreement as Liabilities
to be assumed by the Purchaser, and all obligations and liabilities of the Purchaser under this Agreement;
(b) the indebtedness of the Vendor listed on Schedule 2.10(b) (including any Liabilities relating to, arising out of or resulting from a
claim by a holder of any such indebtedness, in its capacity as such);
(c) except as otherwise provided in this Agreement, the Liabilities reflected as liabilities or obligations on the SnackCo Balance Sheet,
and all Liabilities arising or assumed after the date of the SnackCo Balance Sheet that, had they arisen or been assumed on or before
such date and been existing obligations as of such date, would have been reflected on the SnackCo Balance Sheet if prepared in
accordance with GAAP applied on a consistent basis, subject to any discharge of such Liabilities subsequent to the date of the
SnackCo Balance Sheet;
(d)
any SnackCo Action;
(e) all Unknown Environmental Liabilities associated with any current or former properties used in the operation of the Canadian Snack
Business, including the facilities listed or described on schedule 1.2(24) of the Separation Agreement and all existing and identified
Environmental Liabilities of the Vendor or any of its Predecessors relating to events or conditions occurring or arising during the
period prior to the Effective Time that relate to any active facility owned or operated by any member of the SnackCo Group as of
Effective Time and those set forth on schedule 1.2(14) of the Separation Agreement;
(f) the terminated, divested or discontinued businesses or operations of the Vendor or any of its Subsidiaries or any of their respective
Predecessors that are listed or described on schedule 1.2(25) of the Separation Agreement;
(g) the operation or conduct of the Canadian Snack Business, as conducted at any time prior to the Effective Time (including any
Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or
representative (whether or not such act or failure to act is or was within such person’s authority) which act or failure to act relates to
the Canadian Snack Business);
(h)
any Canadian Snack Asset;