Mondelez 2012 Annual Report Download - page 146

(2) Except as expressly provided in the Separation Agreement, this Agreement or any other Ancillary Agreement, the Vendor
acknowledges that it is a member of the GroceryCo Group and the Purchaser acknowledges that it is a member of the SnackCo Group and, in
each case and as such, each of the Vendor and the Purchaser is subject to, and will observe, perform and be bound by, the provisions of the
Separation Agreement and any other Ancillary Agreement that are expressly stated therein to apply, or that are otherwise required by the context
thereof to apply, to the Vendor, the Purchaser or both. Without limiting the generality of the foregoing, each of the Vendor and the Purchaser
acknowledges and agrees that it is subject to, and will observe, perform and be bound by, the following provisions of the Separation Agreement:
(3) In this Section 8.01, unless the context otherwise requires, references to an “Article” or “Section” will mean Articles or Sections of the
Separation Agreement, and references in the material incorporated herein by reference will be references to the Separation Agreement.
8.02 Application of the Tax Sharing Agreement
(1) Without limiting the generality of Section 8.02(2) or 8.02(3) of this Agreement, Section 4.04 ( Tax Benefits ) of the Tax Sharing
Agreement is hereby incorporated into this Agreement by reference and, unless otherwise expressly specified herein, such provision will apply to
the Vendor and the Purchaser as if fully set forth in this Agreement, mutatis, mutandis .
(2) Except as expressly provided in the Tax Sharing Agreement, this Agreement or any other Ancillary Agreement, the Vendor
acknowledges that it is a member of the GroceryCo Post-Distribution Group and the Purchaser acknowledges that it is a member of the SnackCo
Post-Distribution Group. As such, the Vendor and the Purchaser acknowledge that the Purchaser is entitled to the benefits of Sections 5.03(a)
and 5.04 of the Tax Sharing Agreement as they relate to Canadian Transaction Taxes imposed on the Purchaser or for which the Purchaser is
liable and the Vendor is entitled to the benefits of Sections 5.03(b) and 5.04 of the Tax Sharing Agreement as they relate to Canadian
Transaction Taxes imposed on the Vendor or for which the Vendor is liable.
(3) Each of the Vendor and the Purchaser is subject to, and will observe, perform and be bound by, the provisions of the Tax Sharing
Agreement that are expressly stated therein to apply, or that are otherwise required by the context thereof to apply, to the Vendor, the Purchaser
or both. Without limiting the generality of the foregoing, each of the Vendor and the Purchaser acknowledges and agrees that it is subject to, and
will observe, perform and be bound by, the following provisions of the Tax Sharing Agreement:
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(e) Article VIII ( Miscellaneous ), other than Section 8.2 ( Expenses ), Section 8.7 ( Interpretation ) and Section 8.10 ( Governing Law )
thereof.
(a)
Article IV (
Further Assurances; Additional Agreements
);
(b)
Article V (
Mutual Releases; Indemnification
);
(c)
Article VI (
Exchange of Information; Litigation Management; Confidentiality
); and
(d)
subject to Section 8.03 of this Agreement, Article VII (
Dispute Resolution
).