Mondelez 2012 Annual Report Download - page 136

ARTICLE 4—TAX MATTERS
4.01 Election under Subsection 85(1) of the Tax Act
(1) The parties will jointly elect under subsection 85(1) of the Tax Act with respect to the transfer of each “eligible property” (
as defined in
the Tax Act) included in the Canadian Snack Assets, except for the accounts receivable. Such election will be prepared by the Vendor and filed
by the Vendor and the Purchaser in the form and manner and within the time prescribed by the Tax Act. The agreed amount in respect of each of
the eligible properties transferred will be as follows:
(2) For the purposes of the joint election referred to in Section 4.01(1)(b), the reference in subparagraph 85(1)(e)(i) of the Tax Act to the
“undepreciated capital cost to the taxpayer of all the property of that class immediately before the disposition” will be interpreted to mean that
proportion of the undepreciated capital cost to the Vendor of all of the property of that class immediately before the Effective Time that the fair
market value at that time of the asset that is transferred is of the fair market value at that time of all property of that class.
(3) For the purposes of the joint elections referred to in Section 4.01(1)(c), if the Vendor so determines, the reference in subparagraph 85
(1)(d)(i) of the Tax Act to “4/3 of the taxpayer’s cumulative eligible capital in respect of the business immediately before the disposition”
will be
interpreted to mean the proportion of 4/3 of the Vendor’s cumulative eligible capital in respect of its business immediately before the transfer to
the Purchaser that the transferred eligible capital property in respect of the business (based on fair market value at that time or the amount of the
cumulative eligible capital that is attributable to those assets, as determined by the Vendor) is of all of the Vendor’s eligible capital property in
respect of the business (based on fair market value at that time or the amount of the cumulative eligible capital that is attributable to those assets,
as determined by the Vendor), and the Vendor and the Purchaser will so indicate in their joint election.
(4) The Purchaser will, at the request of the Vendor, jointly elect with the Vendor under corresponding provisions of applicable provincial
income tax legislation with respect to the transfer of the Canadian Snack Assets. The provisions of Sections 4.01(1), 4.01(2) and 4.01(3) will
apply to the making of any such provincial elections, with necessary changes.
(5) The Vendor and the Purchaser will cooperate with each other in making any amendments to the tax elections referred to in this
Section 4.01 as may be required by the Vendor, and the provisions of this Section 4.01 will apply to the making of any such amended elections.
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(a) in the case of capital property (other than depreciable property of a prescribed class) and inventory, an amount equal to the lesser of
the amounts described in subparagraphs 85(1)(c.1)(i) and (ii) of the Tax Act;
(b) in the case of depreciable property of a prescribed class, an amount equal to the least of the amounts described in subparagraphs 85
(1)(e)(i), (ii) and (iii) of the Tax Act; and
(c) in the case of eligible capital property, an amount equal to the least of the amounts described in subparagraphs 85(1)(d)(i), (ii) and
(iii) of the Tax Act.