Mondelez 2012 Annual Report Download - page 134

ARTICLE 3—GENERAL COVENANTS
3.01 Waiver of Bulk Sales Laws
The parties hereby waive compliance with the Bulk Sales Act (Ontario) and section 6 of the Retail Sales Tax Act (Ontario) and equivalent
Laws in other provinces to the extent such Laws would be applicable to the transactions contemplated by this Agreement.
3.02 Real Property Matters
3.03 Intellectual Property Matters
Without limiting the generality of section 4.1 of the Separation Agreement, after the Closing Date each party will, at the request of the
other party, cooperate with the other party, and without any further consideration, to (i) execute and deliver, or use its reasonable best efforts to
cause to be executed and delivered, restated versions of any or all of the Canadian Intercompany IP Licenses to reflect the assignment or partial
assignment, as the case may be, of such Canadian Intercompany IP Licenses by the Vendor and the assumption thereof by the Purchaser
hereunder, and (ii) take all such other actions as such party may reasonably be requested to take by any other party from time to time, consistent
with the terms of this Agreement in order to effectuate, record or otherwise further evidence the assignment, transfer and conveyance of the
Owned Snack Intellectual Property.
3.04 Treatment of Personal Information
With respect to any Personal Information conveyed to the Purchaser hereunder, the Purchaser will collect, use, disclose and store such
Personal Information only in accordance with the purposes for which individual consent was obtained by the Vendor, or for which individual
consent is subsequently obtained by the Purchaser, and for no other purposes. The Purchaser will take all necessary steps directed to ensuring
that the collection, use, disclosure and storage by the Purchaser of such Personal Information will comply in all material respects with all Privacy
Laws to the extent
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(1)
At or before the Effective Time the Vendor and the Purchaser will have entered into the Sublease Agreements.
(2) To further evidence the assignment, transfer and conveyance of the Freehold Lands and the Leasehold Lands in Section 2.01 hereof,
the Vendor and the Purchaser will enter into and deliver (i) a beneficial transfer of the Freehold Lands, and (ii) an assignment of
leases in connection with the Leasehold Lands.
(3) At or before the Effective Time the Vendor, as grantor, and the Purchaser, as grantee, will have entered into a shared warehouse
agreement with respect to a portion of the leased premises described municipally as 5801 72nd Ave. S.E., Calgary, Alberta, in such
form as may be agreed between the parties thereto.