Mondelez 2012 Annual Report Download - page 293

This Agreement, including any Supplements, Schedules and Exhibits referred to herein and attached hereto, each of which is incorporated herein
for all purposes, constitutes the entire agreement between the Parties with respect to the subject matter hereof. There are no agreements,
representations, warranties, promises, covenants, commitments or undertakings other than those expressly set forth herein. This Agreement
supersedes all prior agreements, representations, warranties, promises, covenants, commitments or undertaking, whether written or oral, with
respect to the subject matter contained in this Agreement. No amendment, modification, change, waiver or discharge hereof shall be valid unless
in writing and signed by an authorized representative of the Party against which such amendment, modification, change, waiver, or discharge is
sought to be enforced.
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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21.1.2.2 Kraft may assign its rights and obligations under this Agreement, in whole or in part, without the approval of Supplier to
an Entity acquiring, directly or indirectly, Control of Kraft, an Entity into which Kraft is merged, or an Entity acquiring all
or substantially all of Kraft’s assets, provided the acquirer or surviving Entity agrees in writing to be bound by the terms
and conditions of this Agreement.
21.1.2.3 Supplier may assign its rights or obligations under this Agreement, in whole or in part, without approval of Kraft, to an
Affiliate which expressly assumes Supplier’
s obligations and responsibilities hereunder, provided Supplier (i) remains fully
liable for and is not relieved from the full performance of its obligations under this Agreement, and (ii) provides Kraft
written notice of the assignment.
21.1.3 Impermissible Assignment
. Any attempted assignment that does not comply with the terms of this Section shall be null and void.
21.2
Entire Agreement; Amendment
.
21.3
Notices
.
21.3.1
Primary Notices
. Any notice, notification, request, demand or determination provided by a Party pursuant to the following:
(1)
Section 4.4
(Termination Assistance Services);
(2)
Section 4.5.1
(Use of Third Parties
–
Right of Use);
(3)
Section 6.7
(Notice of Defaults);
(4)
Section 7.7
(Notice of Adverse Impact);
(5)
Section 11.6
(Extraordinary Events);
(6)
Section 13.4.4
(Loss of Proprietary Information);
(7)
Sections 17.5
(Indemnification Procedures);
(8)
Section 17.6
(Indemnification Procedures
–
Government Claims);
(9)
Section 18.2
(Force Majeure);