Mondelez 2012 Annual Report Download - page 287

Each Party irrevocably agrees that any legal action, suit or proceeding brought by it in any way arising out of this Agreement must be brought
solely and exclusively in Illinois, and each Party irrevocably submits to the sole and exclusive jurisdiction of the federal and state courts in Cook
County, Illinois, in personam
, generally and unconditionally with respect to any action, suit or proceeding brought by it or against it by the other
Party.
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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may be enforced and executed upon in any court having jurisdiction over the Party against whom the enforcement of such decision or
award is sought. Upon the request of a Party, the arbitrator's award will include written findings of fact and conclusions of law. Each
Party shall bear its own arbitration costs, attorneys' fees and expenses.
19.4
Equitable Remedies.
19.4.1 Eligible Disputes . Notwithstanding the provisions of Section 19.1 , Section 19.2 , and Section 19.3 , either Party may institute
formal proceedings to obtain injunctive relief in order to:
19.4.1.1
avoid the expiration of any applicable limitations period,
19.4.1.2
preserve a superior position with respect to other creditors,
19.4.1.3
address a claim arising out of the breach of a Party
’
s obligations under
Article 13
,
19.4.1.4 address a claim arising out of the breach or attempted or threatened breach of the obligations described in
Section 19.4.2
,
or
19.4.1.5 prevent other damages that are so immediate, so large or severe, and so incapable of adequate redress after the fact that a
temporary restraining order or other immediate injunctive relief is the only adequate remedy.
19.4.2
Irreparable Harm
. [ * * * ] acknowledges that, in the event it breaches (or attempts or threatens to breach) its obligation to [ * * * ]
in accordance with this Agreement, its obligation respecting [ * * * ] in accordance with [ * * * ], or its obligation to provide [ * * * ]
in accordance with [ * * * ], [ * * * ] and/or [ * * * ] will be irreparably harmed. [ * * * ] acknowledgement is based on its reliance on
[ * * * ] representation that it would only utilize the provisions of this Section 19.4.2 when it has a good faith belief that it needs to
obtain injunctive relief as quickly as possible to avoid an adverse impact on the ability of [ * * * ] to conduct any segment of its
business which would be prevented or unreasonably disrupted in the event [ * * * ] denies, withdraws or restricts its [ * * * ] to [ * *
* ] or withholds [ * * * ] access to [ * * * ]. In such a circumstance, [ * * * ] may proceed directly to court. If a court of competent
jurisdiction should find that [ * * * ] has breached (or attempted or threatened to breach) any such obligations, [ * * * ] agrees that
without any additional findings of irreparable injury or other conditions to injunctive relief, [ * * * ] shall be entitled to seek and obtain
injunctive relief, including entry of an appropriate order compelling performance by [ * * * ] and restraining it from any further
breaches (or attempted or threatened breaches).
19.4.3
Attorney
’
s Fees
. A Party filing a pleading seeking immediate injunctive relief, which is not awarded in substantial part, shall pay all
reasonable costs and attorneys' fees of the other Party.
19.5 Jurisdiction.