Mondelez 2012 Annual Report Download - page 145

6.07 Long-Term Disability Liabilities
The Vendor will be exclusively responsible for the cost and administration of all long-term disability income payments that become due
either before or after the Closing Date to all individuals who were employed in the SnackCo Business and were in receipt of long-term disability
income payments as at the Closing Date in respect of claims arising before the Closing Date, regardless of whether such individuals become
employed by the Purchaser.
ARTICLE 7—CLOSING ARRANGEMENTS AND TERMINATION
7.01 Closing
The transactions contemplated by this Agreement will be completed at the Effective Time at the offices of McCarthy Tétrault LLP, Suite
5300, Toronto-Dominion Bank Tower, 66 Wellington Street West, Toronto, Ontario, Canada M5K 1E6.
7.02 Survival
The covenants of the Vendor and of the Purchaser set out in this Agreement will survive the completion of the sale and purchase of the
Canadian Snack Assets herein provided for and, notwithstanding such completion, will continue in full force and effect for the benefit of the
other party in accordance with the terms thereof.
7.03 Termination
This Agreement may be terminated by the written agreement of the Vendor and the Purchaser. This Agreement will terminate
automatically, and without any further action or formality, upon the termination of the Separation Agreement in accordance with section 8.3 of
the Separation Agreement.
ARTICLE 8—GENERAL
8.01 Application of the Separation Agreement
(1) Without limiting the generality of Section 8.01(2), the following provisions of the Separation Agreement are hereby incorporated into
this Agreement by reference and, unless otherwise expressly specified herein, such provisions will apply to the Vendor and the Purchaser as if
fully set forth in this Agreement, mutatis, mutandis :
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(a) Section 2.2 ( Governmental Approvals and Consents; Transfers, Assignments and Assumptions Not Effected Prior to the
Distribution
);
(b)
Section 2.4 (
Novation of GroceryCo Liabilities
);
(c)
Section 2.5 (
Novation of SnackCo Liabilities
);
(d)
Section 4.1 (
Further Assurances
); and