Mondelez 2012 Annual Report Download - page 282

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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18.3.3.3 The liability cap set forth in
Section 18.3.2.1
shall not apply with respect to [ * * * ] that are the subject of indemnification
pursuant to [ * * * ] and
17.2 (
except for amounts paid for [ * * * ] under [ * * * ] as provided in [ * * * ]
)
.
18.3.3.4 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 [ * * * ], but the cap set forth in
Section 18.3.2.1
shall apply.
18.3.3.5 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
amounts paid for [ * * * ] by the [ * * * ] of this Agreement by [ * * * ]; provided, however, that [ * * * ] may exercise its
express termination rights under this Agreement in good faith, in which case the limitations in Sections 18.3.1 and 18.3.2
will apply.
18.3.3.6 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
amounts paid for [ * * * ] by [ * * * ], provided that [ * * * ] may exercise its express termination rights under this
Agreement in good faith (in which case the exclusions in Section 18.3.1 and the liability caps in 18.3.2 will apply) subject
to [ * * * ] continued obligation to provide [ * * * ] as set forth in this Agreement. For purposes of this provision, “ refusal
” shall mean the intentional cessation by [ * * * ], in a manner impermissible under this Agreement, of the performance of
all or a material portion of the [ * * * ] then required to be provided by [ * * * ] under this Agreement.
18.3.3.7 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
amounts paid under [ * * * ] with respect to [ * * * ] of an [ * * * ] or [ * * * ] of [ * * * ].
18.3.3.8 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
amounts paid for [ * * * ] by any [ * * * ] of a Party’s [ * * * ] set forth in [ * * * ] or [ * * * ], or the first sentence of [ * *
* ].
18.3.4 Items Not Considered Damages . The following shall not be considered damages subject to, and shall not be counted toward the
liability exclusions or caps specified in,
Section 18.3.1
or
18.3.2
:
18.3.4.1
[ * * * ] assessed against [ * * * ] pursuant to [ * * * ], recognizing that the [ * * * ] will reduce the amount paid by [ * * * ]
and thereby have the effect of reducing [ * * * ] limitation of liability where such liability is calculated based on the fees
paid by [ * * * ] during the applicable period.
18.3.4.2
Amounts withheld by [ * * * ] in accordance with this Agreement due either to [ * * * ] or [ * * * ].
18.3.4.3
Amounts paid by [ * * * ] but subsequently recovered from [ * * * ] due either to [ * * * ] or [ * * * ].
18.3.4.4
[ * * * ] and other amounts that are due and owing to [ * * * ] for [ * * * ] under this Agreement.
18.3.4.5
[ * * * ] reimbursement obligations under [ * * * ]