Mondelez 2012 Annual Report Download - page 281

Disclaimer of Consequential Damages . EXCEPT AS PROVIDED IN THIS SECTION 18.3 , NEITHER PARTY
SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL,
COLLATERAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REGARDLESS
OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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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18.3.2
Liability Caps.
18.3.2.1 [ * * * ]
Liability Cap
. Additionally, except as provided below in
Section 18.3.3
, the total aggregate liability of either
Party for claims (other than claims that are referenced in Section 18.3.2.2) asserted by the other Party under or in
connection with this Agreement (including claims arising from parties to a Companion Agreement), regardless of the form
of the action or the theory of recovery, shall be limited to (i) [ * * * ] for claims for which the last act or omission giving
rise to such liability occurs before the date that is [ * * * ] months after the GroceryCo Start Date, or (ii) the total Charges
payable to Supplier (including amounts payable to a Supplier Affiliate under a Companion Agreement) during the [ * * * ]
period preceding the last act or omission giving rise to such liability for claims for which the last act or omission giving
rise to such liability occurs more than [ * * * ] after the GroceryCo Start Date.
18.3.2.2 [ * * * ] Liability Cap . (a) Supplier’s liability under Section 17.1.1 for third party claims that arise from a breach of
Section 15.10.1 , and Section 17.1.4 , and Losses occasioned by any breach of its obligations under Article 13 and
Section 15.10.1 , and (b) Kraft’s liability under Section 17.2.1 for third party claims that arise from a breach of
Section 15.10.7, Section 17.2.4 , and Losses occasioned by any breach of its obligations under Article 13 and
Section 15.10.7 , in the aggregate for each Party (including claims arising from parties to a Companion Agreement), shall
be limited to (i) [ * * * ] for claims for which the last act or omission giving rise to such liability occurs before the date that
is [ * * * ] months after the GroceryCo Start Date, or (ii) the total Charges payable to Supplier (including amounts payable
to a Supplier Affiliate under a Companion Agreement) during the [ * * * ] period preceding the last act or omission giving
rise to such liability for claims for which the last act or omission giving rise to such liability occurs more than [ * * * ] after
the GroceryCo Start Date. For the avoidance of doubt, the [ * * * ] cap referred to above in this Section 18.3.2.2
is separate
and apart from the cap referred to in
Section 18.3.2.1.
18.3.3
Exceptions to Limitations of Liability.
18.3.3.1 The exclusions set forth in Section 18.3.1 and the liability caps set forth in Section 18.3.2 shall not apply with respect to
Losses occasioned by the [ * * * ] of a Party.
18.3.3.2 The exclusions set forth in
Section 18.3.1
shall not apply to amounts paid with respect to [ * * * ] that are the subject of
indemnification pursuant to Sections [ * * * ] and [ * * * ], Losses occasioned by any breach of a Party’s obligations under
[ * * * ] or [ * * * ].