Mondelez 2012 Annual Report Download - page 131

The Vendor and the Purchaser ascribe no value to the Canadian Snack Liabilities that are not Assumed Liabilities and agree that such
Liabilities either are Specified Liabilities or have no value. In the event of any inconsistency or conflict that may arise in the application or
interpretation of the foregoing provisions, for the purposes of determining what is and is not a Canadian Snack Liability, any item explicitly
listed or referred to in this Section 2.10 will take priority over the Liabilities listed or described herein as being Canadian Grocery Liabilities.
2.11 Retention of Canadian Grocery Liabilities
Upon and subject to the terms and conditions of this Agreement, the Vendor will retain and will duly and properly perform, fulfil, pay and
discharge when due the Canadian Grocery Liabilities. Without limiting the generality of the foregoing, the Canadian Grocery Liabilities include
all Liabilities of the Vendor to the extent relating to, arising out of or resulting from:
-
15
-
(i) any Environmental Liability resulting from any properties included in or associated with the Canadian Snack Assets (including any
business, operations or properties, and any Liability resulting from off-site disposal of waste from such business, operations or
properties, for which a current or future owner or operator of the Canadian Snack Assets or the Canadian Snack Business may be
alleged to be responsible as a matter of Law, contract or otherwise due to such ownership or operation of the Canadian Snack Assets
or the Canadian Snack Business), arising on or after the Effective Time;
(j)
the Applicable SnackCo Proportion of any Shared Liability;
(k)
the Greencastle Obligation;
(l)
the Vendor
’
s obligations as a subsidiary guarantor under the Cadbury Bonds Guarantee;
(m) all employment and registered and unregistered pension plan Liabilities to be assumed by the Purchaser pursuant to the terms of this
Agreement;
(n) any FIN 45 Indemnity Obligations of the Vendor, and any Specified Indemnity Obligations of the Vendor that are attributable to any
tax sharing/allocation, purchase and sale, or similar agreements allocated to the SnackCo Group on schedule 1.2(16) of the
Separation Agreement; and
(o) except as set forth in Section 2.11(m) or as otherwise expressly provided in this Agreement, and without limiting Section 2.10(n),
any obligations or liabilities of the Purchaser for Taxes under the Tax Act or any other Taxes whatsoever that may be or become
payable by the Purchaser.
(a)
any matter listed or described on Schedule 2.11(a) and all other Liabilities that are expressly provided in this Agreement as Liabilities
to be retained by the Vendor, and all obligations and liabilities of the Vendor under this Agreement;