Mondelez 2012 Annual Report Download - page 137

4.02 Stated Capital
The Purchaser will add to its stated capital account maintained for its common shares an amount up to but not exceeding:
4.03 Transfer Taxes
(1) All transfer, land transfer, value added, ad-valorem , excise, sales, use, consumption, goods or services, harmonized sales, retail sales,
social services, or other similar taxes or duties (collectively, “ Transfer Taxes ”) payable under any Law on or with respect to the sale and
purchase of the Canadian Snack Assets under this Agreement will be the responsibility of the party on whom such Transfer Taxes are imposed or
from whom such Transfer Taxes are otherwise due under such Law, and such party will be liable for and will pay, or will cause to be paid, such
Transfer Taxes. The party that is liable for a Transfer Tax as set out above will prepare and file any affidavits or returns required in connection
with such Transfer Tax at its own cost and expense. To the extent that any Transfer Taxes are required to be paid by a party that is not liable for
such Transfer Taxes as set out above, the party that is liable for such Transfer Taxes as set out above will reimburse, or will cause to be
reimbursed, to the first-mentioned party such taxes within five Business Days of payment of such Transfer Taxes by such party. All amounts
payable by the Purchaser to the Vendor hereunder do not include Transfer Taxes. The Vendor and the Purchaser agree to cooperate with each
other in connection with any filings and/or applications for the deferral of any land transfer tax in connection with the transfer, assignment and
conveyance of the Freehold Lands.
(2) The Vendor and the Purchaser will, at or before the Effective Time, jointly execute elections, in the prescribed form and containing the
prescribed information, under subsection 167(1) of the Excise Tax Act (Canada) to have subsection 167(1.1) of the Excise Tax Act (Canada)
apply and under section 75 of the Act respecting the Quebec sales tax to have section 75(1.1) of Act respecting the Quebec sales tax apply to the
sale and purchase of the Canadian Snack Assets hereunder so that no tax will be payable in respect of such sale and purchase under Part IX of
the Excise Tax Act (Canada) and under the Act respecting the Quebec sales tax . The Purchaser will file the elections in the manner and within
the time prescribed by the relevant legislation.
(3) The Vendor and the Purchaser agree that (i) the Vendor will be responsible for accounting for any goods and services tax, harmonized
sales tax and/or Quebec sales tax that form part of any receivables acquired by the Purchaser as part of its acquisition of the Canadian Snack
Assets, and (ii) the transfer of such receivables will be net of any amount that is in respect of applicable goods and services tax, harmonized sales
tax and/or Quebec sales tax so that the Vendor will retain the right to collect such goods and services tax, harmonized sales tax and/or Quebec
sales tax. To the extent that the applicable goods and services tax, harmonized sales tax and/or Quebec sales tax on transferred receivables is paid
to the Purchaser, the Purchaser will forthwith pay such amounts to the Vendor.
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(a) for Purchaser Shares issued as part of the Consideration for Elected Property, the aggregate agreed amounts in the election, less the
amount of any consideration allocated to such Elected Property other than Purchaser Shares; and
(b) for all other Purchaser Shares issued by the Purchaser pursuant hereto, the fair market value of the assets for which such Purchaser
Shares are issued.