LEASE, AS
APPLICABLE) OF SUCH ASSETS THAT ARE PART OF THE MILLER CONTRIBUTIONS TO THE
COMPANY AT THE CLOSING WILL HAVE CONVEYED, GOOD TITLE AND INTEREST (OR A VALID
LEASEHOLD OR LICENSE INTEREST, AS APPLICABLE) IN AND TO SUCH ASSETS, FREE AND
CLEAR OF ALL LIENS OTHER THAN PERMITTED LIENS.
(II)
THE MILLER CONTRIBUTIONS COMPRISE
SUBSTANTIALLY ALL OF THE ASSETS, PROPERTIES AND RIGHTS USED BY THE SABMILLER
GROUP IN THE MILLER BUSINESS AND ALL OF THE ASSETS, PROPERTIES AND RIGHTS (OTHER
THAN DE MINIMIS EXCEPTIONS) NECESSARY TO PERMIT THE COMPANY TO CARRY ON THE
MILLER BUSINESS FOLLOWING THE CLOSING IN SUBSTANTIALLY THE SAME MANNER AS
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CONDUCTED BY THE SABMILLER GROUP AS OF THE DATE HEREOF (OTHER THAN TO THE EXTENT
OF SALES OF INVENTORY IN THE ORDINARY COURSE OF OPERATING THE MILLER BUSINESS).
(III)
NEITHER SABMILLER NOR ANY OF ITS
SUBSIDIARIES (OTHER THAN ANY SUBSIDIARY THAT IS A MILLER GROUP COMPANY) OWNS OR
HAS ANY RIGHTS TO ANY ASSETS, PROPERTIES OR RIGHTS USED IN THE MILLER BUSINESS.
(K)
INSURANCE
(I)
THE OPERATIONS AND ASSETS OF THE
SABMILLER GROUP COMPANIES USED IN THE MILLER BUSINESS WHICH ARE CAPABLE OF BEING
INSURED ARE, IN THE AGGREGATE, REASONABLY ADEQUATELY INSURED AGAINST ALL LOSS
AND LIABILITY (INCLUDING PRODUCT LIABILITY) RISKS NORMALLY INSURED AGAINST BY A
PERSON OPERATING THE SAME SIZE AND TYPE OF BUSINESS OR OWNING ASSETS OF THE SAME
AMOUNT AND KIND (IN THE LOCATIONS IN WHICH SUCH BUSINESS IS OPERATING AND SUCH
ASSETS ARE OWNED), EXCEPT WHERE THE FAILURE TO BE SO INSURED WOULD NOT
REASONABLY BE EXPECTED TO, INDIVIDUALLY OR IN THE AGGREGATE, CAUSE A LOSS TO THE
MILLER BUSINESS IN EXCESS OF $5,000,000.
(II)
EACH OF THE INSURANCE AND INDEMNITY
POLICIES RELATING TO OPERATIONS AND ASSETS USED IN THE MILLER BUSINESS WITH A
POLICY LIMIT IN EXCESS OF $5,000,000 IN WHICH A SABMILLER GROUP COMPANY HAS AN
INTEREST (TOGETHER, THE "MILLER POLICIES") IS IN FULL FORCE AND EFFECT, HAS NOT
BEEN ENDORSED IN FAVOR OF ANY THIRD PARTY (OTHER THAN LANDLORDS, LICENSORS,
LENDERS AND SIMILAR COUNTERPARTIES, OR THE COMPANY PURSUANT TO THE CONTEMPLATED
TRANSACTIONS), AND NO SABMILLER GROUP COMPANY HAS VIOLATED ANY PROVISIONS OF, OR
COMMITTED OR FAILED TO PERFORM ANY ACT THAT WOULD CONSTITUTE A DEFAULT UNDER THE
PROVISIONS OF ANY SUCH MILLER POLICY, EXCEPT SUCH AS WOULD NOT REASONABLY BE
EXPECTED TO, INDIVIDUALLY OR IN THE AGGREGATE, CAUSE A LOSS TO THE MILLER
BUSINESS IN EXCESS OF $5,000,000.
(III)
SINCE JANUARY 1, 2005, NO INSURER UNDER ANY
MILLER POLICY HAS GIVEN NOTICE IN WRITING TO A SABMILLER GROUP COMPANY THAT IT
DISPUTES OR INTENDS TO DISPUTE THE VALIDITY OF A MILLER POLICY, OR HAS REFUSED
TO ACCEPT OR CONTINUE OR (EXCEPT FOR NOTICES INDICATING A CHANGE OF THE
INSURER'S TERMS AND CONDITIONS OF COVERAGE) GIVEN NOTICE OF ITS INTENTION TO
TERMINATE ANY INSURANCE IN RELATION TO ANY SABMILLER GROUP COMPANY AS A RESULT
OF ANY ACTION BY A SABMILLER GROUP COMPANY, EXCEPT SUCH AS WOULD NOT REASONABLY
BE EXPECTED TO, INDIVIDUALLY OR IN THE AGGREGATE, CAUSE