Mondelez 2012 Annual Report Download - page 283

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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18.3.5
Waiver of Liability Cap
. If, at any time, the total aggregate liability of one Party for adjudicated claims by the other Party that arise
under or in connection with this Agreement during the [ * * * ] after the Commencement Date exceeds [ * * * ] of either of the liability
caps specified in Section 18.3.2 and, within [ * * * ] from receipt of the request of the other Party, the Party incurring such liability
refuses to waive such cap and/or increase the available cap to an amount at least equal to the original liability cap, then the other Party
may [ * * * ] this Agreement without payment of [ * * * ].
18.3.6
Acknowledged Direct Damages
. The following shall be considered direct damages and neither Party shall assert that they are
indirect, incidental, collateral, consequential or special damages or lost profits to the extent they result directly from the breaching
Party
’
s failure to perform in accordance with this Agreement:
18.3.6.1
Costs and expenses of [ * * * ] any lost, stolen or damaged [ * * * ].
18.3.6.2
Costs and expenses of [ * * * ] in respect of a failure to provide the [ * * * ].
18.3.6.3
Costs and expenses of replacing lost, stolen or damaged [ * * * ].
18.3.6.4 Cover damages, including the costs and expenses incurred to procure the [ * * * ] or corrected [ * * * ] from an alternate
source, to the extent in excess of [ * * * ] under this Agreement.
18.3.6.5
[ * * * ] or [ * * * ] incurred by either Party, including [ * * * ] of additional [ * * * ] and [ * * * ] charges.
18.3.6.6 Costs and expenses incurred to bring [ * * * ] or to contract to obtain [ * * * ], including the costs and expenses associated
with the retention of [ * * * ] and [ * * * ] to assist with any [ * * * ] resulting from a [ * * * ] to [ * * * ].
18.3.6.7 Damages of [ * * * ] which are direct damages of such [ * * * ] and which would be direct damages of [ * * * ] if they had
instead been suffered by [ * * * ] (including being so considered under this
Section 18.37
).
18.3.6.8 [ * * * ] remedies imposed by a [ * * * ] or [ * * * ] or [ * * * ] for failure to comply with requirements or deadlines in
violation of [ * * * ].
18.3.6.9 Lost [ * * * ] incurred by [ * * * ] and the [ * * * ] to the extent arising as the result of [ * * * ] failure to properly review
and [ * * * ] to [ * * * ] as required by this Agreement.
18.3.7
Duty to Mitigate Damages
. Each Party shall have a duty to mitigate damages for which the other Party may be responsible.