Contemplated Transactions, including
satisfaction of the conditions in Article VIII and the
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execution of such agreements reasonably necessary for the Parties to retain
their respective interests in the CBC Excluded Assets and Miller Excluded
Assets.
The Parties shall execute and deliver, and shall cause their respective
Subsidiaries, as appropriate or required as the case may be, to execute and
deliver, such other documents, certificates, agreements and other writings and
to take such other actions as may be necessary or desirable to consummate or
implement the Contemplated Transactions, including satisfaction of the
conditions in Article VIII.
SECTION 6.02
CERTAIN FILINGS; CONSENTS.
(A)
THE PARTIES SHALL COOPERATE WITH EACH OTHER (A) IN DETERMINING
WHETHER ANY ACTION BY OR IN RESPECT OF, OR FILING WITH, ANY GOVERNMENTAL
AUTHORITY IS REQUIRED IN CONNECTION WITH THE CONSUMMATION OF THE CONTEMPLATED
TRANSACTIONS AND (B) SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN
TAKING ANY SUCH ACTIONS OR MAKING ANY SUCH FILINGS, FURNISHING INFORMATION
REQUIRED IN CONNECTION THEREWITH AND SEEKING TIMELY TO OBTAIN ANY SUCH ACTIONS,
CONSENTS, APPROVALS OR WAIVERS.
(B)
MCBC AND CBC SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN
AND DELIVER TO SABMILLER AND MILLER BY CLOSING ALL APPROVALS AND CONSENTS, TO
MAKE ALL FILINGS WITH THE SEC RELATING TO THE CONTEMPLATED TRANSACTIONS (EACH OF
WHICH, UPON BEING FILED, SHALL CONSTITUTE A "REPORT"), TO PROMPTLY SEND ALL
NOTICES REQUIRED BY DELAWARE LAW TO MCBC'S SHAREHOLDERS AND TO PROVIDE ALL
NOTICES AND OBTAIN ALL WAIVERS REQUIRED TO BE OBTAINED OR PROVIDED FOR, OR WHICH
MAY BE REASONABLY NECESSARY TO, THE CONSUMMATION OF THE CONTEMPLATED
TRANSACTIONS OR THE OWNERSHIP OF, OR USE BY, THE COMPANY OF THE MOLSON COORS
CONTRIBUTIONS OR OPERATION OF THE COORS BUSINESS. TO THE EXTENT THAT ANY MOLSON
COORS GROUP COMPANY'S RIGHTS UNDER ANY MOLSON COORS ASSUMED CONTRACT (INCLUDING
ANY CONTRACT RELATING PARTLY TO THE COORS BUSINESS AND PARTLY TO OTHER MOLSON
COORS GROUP OPERATIONS), PERMIT OR OTHER ASSET TO BE CONTRIBUTED OR ASSIGNED TO
THE COMPANY UNDER THIS AGREEMENT MAY NOT BE ASSIGNED (IF APPLICABLE, TO THE
EXTENT RELEVANT TO THE COORS BUSINESS) WITHOUT THE CONSENT OF ANOTHER PERSON
WHICH HAS NOT BEEN OBTAINED BY CLOSING, THIS AGREEMENT SHALL NOT CONSTITUTE AN
AGREEMENT TO ASSIGN OR CONTRIBUTE THE SAME IF AN ATTEMPTED ASSIGNMENT WOULD
CONSTITUTE A BREACH THEREOF OR BE UNLAWFUL, AND MCBC AND CBC SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ANY SUCH REQUIRED CONSENTS AS PROMPTLY
AS POSSIBLE AFTER CLOSING.
IF ANY SUCH CONSENT SHALL NOT BE OBTAINED OR IF ANY
ATTEMPTED ASSIGNMENT WOULD BE INEFFECTIVE OR WOULD IMPAIR THE COMPANY'S RIGHTS
UNDER THE CONTRACT, PERMIT OR OTHER ASSET IN QUESTION (THE "UNASSIGNED CBC
ASSET") SO THAT THE COMPANY WOULD NOT IN EFFECT ACQUIRE THE BENEFIT OF ALL SUCH
RIGHTS ON THE CLOSING DATE, FROM THE CLOSING DATE UNTIL THE RELEVANT CONSENT HAS
BEEN OBTAINED: (A) MCBC AND CBC SHALL, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW AND, IF APPLICABLE, TO THE EXTENT RELEVANT TO THE COORS BUSINESS,
(1) ACT AFTER THE CLOSING AS THE