OF THIS AGREEMENT IS
DEPENDENT ON THE CONSENT OF ANY THIRD PARTY (SUCH AS A VENDOR OR A UNION) AND
SUCH CONSENT IS WITHHELD, ALTRIA AND KRAFT SHALL USE THEIR REASONABLE BEST
EFFORTS TO IMPLEMENT THE APPLICABLE PROVISIONS OF THIS AGREEMENT TO THE FULL
EXTENT PRACTICABLE. IF ANY PROVISION OF THIS AGREEMENT CANNOT BE IMPLEMENTED DUE
TO THE FAILURE OF SUCH THIRD PARTY TO CONSENT, ALTRIA AND KRAFT SHALL NEGOTIATE
IN GOOD FAITH TO IMPLEMENT THE PROVISION IN A MUTUALLY SATISFACTORY MANNER. THE
PHRASE "REASONABLE BEST EFFORTS" AS USED HEREIN SHALL NOT BE CONSTRUED TO
REQUIRE THE INCURRENCE OF ANY NON-ROUTINE OR UNREASONABLE EXPENSE OR LIABILITY
OR THE WAIVER OF ANY RIGHT.
24
ARTICLE VIII
INDEMNIFICATION
8.1
INDEMNIFICATION. ALL LIABILITIES RETAINED OR ASSUMED BY OR
ALLOCATED TO ALTRIA OR THE ALTRIA GROUP PURSUANT TO THIS AGREEMENT SHALL BE
DEEMED TO BE ALTRIA GROUP LIABILITIES FOR PURPOSES OF ARTICLE III OF THE
DISTRIBUTION AGREEMENT, AND ALL LIABILITIES RETAINED OR ASSUMED BY OR ALLOCATED
TO KRAFT OR THE KRAFT GROUP PURSUANT TO THIS AGREEMENT SHALL BE DEEMED TO BE
KRAFT GROUP LIABILITIES FOR THE PURPOSES OF ARTICLE III OF THE DISTRIBUTION
AGREEMENT.
ARTICLE IX
MISCELLANEOUS
9.1
RELATIONSHIP OF PARTIES. NOTHING IN THIS AGREEMENT SHALL BE DEEMED
OR CONSTRUED BY THE PARTIES OR ANY THIRD PARTY AS CREATING THE RELATIONSHIP OF
PRINCIPAL AND AGENT, PARTNERSHIP OR JOINT VENTURE BETWEEN OR AMONG THE PARTIES,
IT BEING UNDERSTOOD AND AGREED THAT NO PROVISION CONTAINED HEREIN, AND NO ACT OF
THE PARTIES, SHALL BE DEEMED TO CREATE ANY RELATIONSHIP BETWEEN THE PARTIES
OTHER THAN THE RELATIONSHIP SET FORTH HEREIN.
9.2
AFFILIATES. EACH OF ALTRIA AND KRAFT SHALL CAUSE TO BE PERFORMED,
AND HEREBY GUARANTEES THE PERFORMANCE OF, ALL ACTIONS, AGREEMENTS AND
OBLIGATIONS SET FORTH IN THIS AGREEMENT TO BE PERFORMED BY A MEMBER OF THE
ALTRIA GROUP OR A MEMBER OF THE KRAFT GROUP.
9.3
EMPLOYEE COMMUNICATIONS. KRAFT WILL COORDINATE WITH ALTRIA ALL
WRITTEN AND ELECTRONIC COMMUNICATIONS TO THE KRAFT GROUP EMPLOYEES REGARDING THE
TERMS OF THIS EMPLOYEE MATTERS AGREEMENT TO ASSURE THAT ALL SUCH COMMUNICATIONS
ARE UNIFORM, CONSISTENT AND ACCURATE.
9.4
INCORPORATION OF DISTRIBUTION AGREEMENT PROVISIONS. THE FOLLOWING
PROVISIONS OF THE DISTRIBUTION AGREEMENT ARE HEREBY INCORPORATED HEREIN BY
REFERENCE, AND UNLESS OTHERWISE EXPRESSLY SPECIFIED HEREIN, SUCH PROVISIONS
SHALL APPLY AS IF FULLY SET FORTH HEREIN (REFERENCES IN THIS SECTION 9.4 TO AN
"ARTICLE" OR "SECTION" SHALL MEAN ARTICLES OR SECTIONS OF THE DISTRIBUTION
AGREEMENT, AND, EXCEPT AS EXPRESSLY SET FORTH BELOW, REFERENCES IN THE MATERIAL
INCORPORATED HEREIN BY REFERENCE SHALL BE REFERENCES TO THE DISTRIBUTION
AGREEMENT): ARTICLE III (RELATING TO MUTUAL RELEASES AND INDEMNIFICATION);
ARTICLE IV (RELATING TO CERTAIN ADDITIONAL COVENANTS); ARTICLE V (RELATING TO
ACCESS TO INFORMATION); ARTICLE VI (RELATING TO DISPUTE RESOLUTION); AND ARTICLE
IX (RELATING TO MISCELLANEOUS).
9.5
GOVERNING LAW. TO THE EXTENT NOT PREEMPTED BY APPLICABLE FEDERAL
LAW, THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA (OTHER THAN THE LAWS
REGARDING THE CHOICE OF LAWS AND CONFLICT OF LAWS