Mondelez 2012 Annual Report Download - page 135

the Purchaser is required to do so, and will be subject to Purchaser privacy policies which are substantially the same as the Vendor’s privacy
policies as at the Closing Date. Except where Personal Information that is duplicated and retained by the Vendor because individual consent was
also obtained to use such Personal Information in connection with the Canadian Grocery Business (or, in the case of Personal Information of an
Employee, consent was obtained to use such Personal Information in connection with the administration of such Employee’s employment with
the Vendor), or where Personal Information is required to be retained by the Vendor to comply with Privacy Laws or the Vendor’s privacy
policies, the Vendor will delete any Personal Information conveyed to the Purchaser hereunder.
3.05 Indemnification
(1) The Purchaser will indemnify, defend and hold harmless the Vendor and each of its current, former and future directors, officers and
employees, and each of the heirs, administrators, executors, successors and assigns of any of the foregoing from and against:
(2) The Vendor will indemnify, defend and hold harmless the Purchaser and each of its current, former and future directors, officers and
employees, and each of the heirs, administrators, executors, successors and assigns of any of the foregoing from and against:
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(a)
the Canadian Snack Liabilities, other than the Specified Liabilities;
(b) the operation or conduct of any business conducted by the Purchaser at any time after 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) and from all packaging levy obligations arising out
of or relating to the sale of any products by the Purchaser at any time after the Effective Time); and
(c) all liabilities, costs, expenses (including reasonable expenses of investigation and attorney’s fees and expenses), losses, damages,
assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any of the foregoing.
(a)
the Canadian Grocery Liabilities;
(b)
the Specified Liabilities;
(c) the operation or conduct of any business conducted by the Vendor at any time after 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)); and
(d) all liabilities, costs, expenses (including reasonable expenses of investigation and attorney’s fees and expenses), losses, damages,
assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any of the foregoing.