Mondelez 2012 Annual Report Download - page 301

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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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Network Services). In addition, from and after the GroceryCo Start Date, Kraft and its Eligible Recipients shall not be liable for any
obligations (regardless of when the obligations arose) of GroceryCo and its eligible recipients under the GroceryCo MPSA, under any
agreements entered into in connection with the GroceryCo MPSA, or under any companion agreements of GroceryCo or its Affiliates.
21.24.5
Liability for Obligations Related to Snack Business.
Except as set forth above in
Section 21.24.4
and the remainder of this
Section 21.24.5 , and notwithstanding any actions contemplated by the Spin-Off Amendment, Kraft and its Eligible Recipients shall
remain liable for the obligations of Kraft and its Eligible Recipients under this Agreement and their respective Companion
Agreements. In addition, effective upon the GroceryCo Start Date, the Parties agree to allocate accrued obligations and liabilities that
have accrued as of the GroceryCo Start Date as follows:
21.24.5.1 All obligations and liabilities of the Parties that have accrued under this Agreement before the GroceryCo Start Date
related to the Snack Business shall be deemed to be incurred subject to and pursuant to this Agreement, and the Parties
hereby ratify that such obligations and liabilities will be subject to the terms of the amended and restated version of this
Agreement that becomes effective on the GroceryCo Start Date.
21.24.5.2 All obligations and liabilities of the Parties that have accrued before the GroceryCo Start Date related to the Grocery
Business shall be deemed to be incurred subject to and pursuant to GroceryCo MPSA, and will be subject to the terms of
the GroceryCo MPSA.
21.24.5.3 For the avoidance of doubt, for purposes of applying
Section 19.8
(Expiration of Claims) under this Agreement to
obligations and/or liabilities that have accrued under this Agreement before the GroceryCo Start Date, the accrual date for
any obligation or liability described in Sections 21.24.5.1 and 21.24.5.2
, shall be the actual accrual date of such obligation
or liability, rather than the GroceryCo Start Date.
21.24.6
Reserved.
21.24.7
No Duplication of Damages
. Notwithstanding anything to the contrary in this Agreement, neither Kraft and its Eligible Recipients,
on the one hand, nor Supplier and its Affiliates, on the other hand, shall be entitled to recover any damages or Losses under the
GroceryCo MPSA and its Companion Agreements (as defined in the GroceryCo MPSA) or this Agreement and its Companion
Agreements, in each case to the extent such Party has already recovered for such damages or Losses pursuant to one of those
agreements, or such Party is otherwise compensated for such damages or Losses under one of those agreements.
21.24.8 GroceryCo MPSA Amendments. No amendment to the GroceryCo MPSA or its Companion Agreements (as defined in the
GroceryCo MPSA) shall have any force or effect with respect to this Agreement.