Mondelez 2012 Annual Report Download - page 133

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 Grocery Liability, any item explicitly listed or referred to in this Section 2.11 will take priority over
the Liabilities listed or described herein as being Canadian Snack Liabilities.
2.12 Obligations and Liabilities Not Assumed
Except as otherwise provided in this Agreement, the Purchaser does not assume and will not be liable for any obligations or liabilities of
the Vendor whatsoever.
2.13 Ancillary Agreements
The Vendor and the Purchaser each acknowledge that an Affiliate or Affiliates of each of them have entered into the Ancillary Agreements
(other than this Agreement), including the Employee Matters Agreement, the IP Agreement (Non-Trademark), the IP Agreement (Trademark),
the Supply Agreement, the Tax Sharing Agreement, the Transition Services Agreements and the Warehouse Agreement in connection with the
implementation of the transactions contemplated by the Separation Agreement, including the Internal Reorganization. It is intended that nothing
in those agreements or the Separation Agreement will effect, constitute or change the timing of (i) any transfer, assignment, conveyance or other
disposition of, or any amendment, modification, supplement or other change of or to, any right, title, interest or benefit in any Asset owned or
held by the Vendor, the Purchaser or any of their direct or indirect subsidiaries (including partnerships), or (ii) any transfer, assumption,
forgiveness or release of, or any amendment, modification, supplement or other change of or to, any Liabilities of the Vendor, the Purchaser or
any of their direct or indirect subsidiaries (including partnerships). Rather, it is intended that this Agreement would be entered into to implement
the transactions set out in those agreements and the Separation Agreement as they relate to the Assets and Liabilities of the Vendor, the
Purchaser and their direct and indirect subsidiaries (including partnerships). Nevertheless, to the extent that any of those agreements or the
Separation Agreement create rights or obligations in respect of the Assets or Liabilities of the Vendor or the Purchaser (or any of their direct or
indirect subsidiaries (including partnerships), as the case may be), the obligations and entitlements of GroceryCo or a GroceryCo Entity will, to
the extent permissible, be performed or received by the Vendor (or the subsidiary of the Vendor, as the case may be) and the obligations and
entitlements of SnackCo or a SnackCo Entity will, to the extent permissible, be performed or received by the Purchaser (or the subsidiary of the
Purchaser, as the case may be).
-
17
-
(l)
the Applicable GroceryCo Proportion of any Shared Liability;
(m) any Residual Indemnity Obligations of the Vendor that relate to Canadian Income Taxes or Non-Income Tax, and any Specified
Indemnity Obligations of the Vendor that are attributable to any tax sharing/allocation, purchase and sale, or similar agreements that
are allocated to the GroceryCo Group on schedule 1.2(16) of the Separation Agreement; and
(n) except as set forth in Section 2.10(n) or as otherwise expressly provided in this Agreement, and without limiting Section 2.11(m),
any obligations or liabilities of the Vendor for Taxes under the Tax Act or any other Taxes whatsoever that may be or become
payable by the Vendor, including any income or corporation Taxes resulting from or arising as a consequence of the sale by the
Vendor to the Purchaser of the Canadian Snack Assets and the Canadian Snack Business hereunder.