Mondelez 2012 Annual Report Download - page 147

(4) In this Section 8.02, unless the context otherwise requires, references to an “Article” or “Section” will mean Articles or Sections of the
Tax Sharing Agreement, and references in the material incorporated herein by reference will be references to the Tax Sharing Agreement.
8.03 Dispute Resolution
Notwithstanding any provision to the contrary in article VII of the Separation Agreement, any Dispute that relates primarily or exclusively
to this Agreement, or a breach thereof (a “ Canadian Dispute ”), will be resolved pursuant to the dispute resolutions provisions set forth in
article VII of the Separation Agreement; provided, however, that the place of any arbitration commenced in connection therewith will be
Toronto, Ontario. Notwithstanding the foregoing, in the event that a Dispute is commenced pursuant to article VII of the Separation Agreement
that is substantially interconnected with or that depends substantially on the outcome of a then-pending Canadian Dispute, the Vendor and the
Purchaser may, by written agreement, jointly elect to waive the provisions of this Section 8.03 and to discontinue such separate Canadian
Dispute and, instead, to combine such Canadian Dispute with such other Dispute commenced pursuant to the Separation Agreement, and the
place of any arbitration commenced in connection with such other Dispute will be New York City, New York.
8.04 Notices
In addition to the provisions of section 8.6 of the Separation Agreement (and section 10.08 of the Tax Sharing Agreement), any demand,
notice or other communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery or
by electronic means of communication addressed to the recipient as follows:
To the Vendor:
Kraft Canada Inc.
95 Moatfield Drive
North York, Ontario M3B 3L6
Fax No.: [phone]
Attention : President
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31
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(a) Article VIII ( Tax Contests ), other than Section 8.02(b) ( Non-Canadian Transaction Tax Contests ) thereof and acknowledging that
Section 8.02(c) (
Canadian Transaction Tax Contest
) applies between SnackCo and GroceryCo and not their Subsidiaries;
(b)
Article IX (Payments), other than Section 9.03 (
Characterization of Payments
) thereof; and
(c) Article X ( Miscellaneous ), other than Section 10.11 ( Governing Law ) thereof and acknowledging that Section 10.01(d)
(
Competent Authority Claims
) applies between SnackCo and GroceryCo and not their Subsidiaries.