Mondelez 2012 Annual Report Download - page 132

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(b) the indebtedness of the Vendor listed on Schedule 2.11(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 GroceryCo Balance Sheet,
and all Liabilities arising or assumed after the date of the GroceryCo 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 GroceryCo 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 GroceryCo Balance Sheet;
(d)
any GroceryCo Action;
(e) all Known Environmental Liabilities, except for those 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) all Unknown Environmental Liabilities associated with any current or former properties used in the operation of the Canadian
Grocery Business, including the facilities listed or described on schedule 1.2(15) of the Separation Agreement;
(g) all Liabilities to the extent relating to, arising out of or resulting from 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
(16) of the Separation Agreement;
(h) the operation or conduct of the Canadian Grocery 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 Grocery Business);
(i) all employment and registered and unregistered pension plan Liabilities of the Vendor except to the extent such Liability is to be
assumed by the Purchaser pursuant to the terms of this Agreement;
(j)
any Canadian Grocery Asset;
(k)
any Environmental Liability resulting from any properties included in or associated with the Canadian Grocery 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 Grocery Assets or the Canadian Grocery Business may be
alleged to be responsible as a matter of Law, contract or otherwise due to such ownership or operation of the Canadian Grocery
Assets or the Canadian Grocery Business), arising on or after the Effective Time;