Mondelez 2012 Annual Report Download - page 185

Kraft and Supplier shall promptly inform the other Party in writing of any material breach of, or misuse or fraud in connection with, any Third
Party Contract, Equipment lease or Third Party Software license used in connection with the Services of which it becomes aware and shall
cooperate with the other Party to prevent or stay any such breach, misuse or fraud.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS
THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE
VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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determine whether Supplier provides the Services itself or through a replacement Managed Third Party, and (ii) will either pay
Supplier amounts to be mutually agreed where Supplier assumes responsibility at Kraft's direction for performance or will pay the
replacement Managed Third Party directly as a Pass-Through Expense. Kraft reserves all rights to modify, amend, renew, terminate,
extend or otherwise replace any Managed Third Party and/or the applicable Third Party Contract, and to negotiate any Pass-Through
Expenses associated therewith. If a modification, amendment or replacement of a Managed Third Party materially affects Supplier’s
ability to meet its obligations under this Section 6.6 , then, within 30 days after Supplier receives notice of such modification,
amendment or replacement, Supplier shall notify Kraft in writing in sufficient detail to explain Supplier’s concerns, and thereafter the
Parties shall meet and agree to any appropriate modifications or relief to Supplier’s obligations that are directly affected by such
change. Kraft shall agree to reimburse Supplier for reasonable, actual and demonstrable increases in costs and expenses incurred by
Supplier as a direct result of Kraft’s modification, amendment or replacement of such a Third Party Contract or Managed Third Party,
provided that Supplier (i) notifies Kraft in writing of all such costs and expense within 30 days after Supplier’s receipt of a copy of the
modification, amendment or replacement to the applicable Third Party Contract, and (ii) uses commercially reasonable efforts to
minimize such costs and expenses.
6.7
Notice of Defaults.
6.8
Acquired Assets.
6.8.1
To the extent Acquired Assets are specifically identified in a Supplement, Kraft agrees to convey (or shall cause the applicable
Eligible Recipient to convey) to Supplier, and Supplier agrees (or shall cause an Affiliate to agree) to accept, as of the Commencement
Date, all of Kraft’s (or the applicable Eligible Recipient’s) right, title and interest in and to the Acquired Assets, other than the
Acquired Assets in the Deferred Countries. In consideration for such conveyance, Supplier agrees to pay Kraft on the Commencement
Date the Acquired Assets Credit specified in the applicable Supplement. In addition, Supplier shall be responsible for, and shall pay, or
provide evidence of exemption from, all sales, use, goods and services and other similar taxes arising out of the conveyance of the
Acquired Assets, excluding income taxes and franchise taxes. Kraft represents and warrants to Supplier that Supplier (or its Affiliates)
shall take good title to the Acquired Assets as of the Commencement Date, free and clear of all liens. The conveyance of the Acquired
Assets shall be effected by the delivery of each Acquired Asset to the Supplier where possible or, where this is not possible, by the
delivery of a bill of sale in substantially the form set forth in Exhibit 2 . Except as otherwise expressly provided in this Section 6.8 ,
Kraft CONVEYS THE ACQUIRED ASSETS TO SUPPLIER ON AN AS-IS, WHERE-IS AND WITH-ALL-FAULTS BASIS.
KRAFT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACQUIRED ASSETS,
OR THE CONDITION OR SUITABILITY OF SUCH ACQUIRED ASSETS FOR USE BY SUPPLIER TO PROVIDE THE
SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. Kraft shall convey and Supplier shall pay for the Acquired Assets in each Deferred Country, on the same
terms described in this
Section 6.8.1
, on the date Supplier assumes responsibility for providing Services from such country.