CBC OR ANY OF
THEIR RESPECTIVE SUBSIDIARIES OTHER THAN AS DESCRIBED IN SECTION 2.08(B)(V);
(III)
ALL RIGHTS OF MCBC AND CBC UNDER THE TRANSACTION DOCUMENTS;
(IV)
WATER USAGE AND STORAGE RIGHTS OF MCBC, CBC AND THEIR RESPECTIVE
AFFILIATES IN COLORADO, PROVIDED THAT WATER USAGE AND STORAGE RIGHTS RELATING TO
THE REAL PROPERTY OWNED BY ANY MOLSON COORS GROUP COMPANY IN SOUTH CENTRAL
COLORADO SHALL NOT BE MOLSON COORS EXCLUDED ASSETS;
(V)
(A) ALL INTELLECTUAL PROPERTY REGISTRATIONS AND APPLICATIONS OTHER
THAN THOSE THAT ARE SET FORTH ON SCHEDULE 2.08(B)(VII), (B) ALL RIGHTS TO ALL
OTHER CBC OWNED IP USED, HELD FOR USE OR EXPLOITED AS OF THE CLOSING DATE IN THE
TERRITORY BY A MOLSON COORS GROUP COMPANY EXCLUSIVELY IN CONNECTION WITH A BRAND
OTHER THAN A MOLSON COORS CONTRIBUTED BRAND (OR EXCLUSIVELY IN CONNECTION WITH
ANY GOODS OR SERVICES BEARING, OR PROVIDED UNDER, A BRAND OTHER THAN A MOLSON
COORS CONTRIBUTED BRAND) AND (C) ALL RIGHTS TO USE OR EXPLOIT OUTSIDE THE
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TERRITORY ANY INTELLECTUAL PROPERTY (OTHER THAN THE INTERNET DOMAIN NAMES THAT
ARE SET FORTH ON SCHEDULE 2.08(B)(VII)).
WITHOUT LIMITING THE FOREGOING, THE
PARTIES AGREE THAT MOLSON COORS EXCLUDED ASSETS SHALL INCLUDE ALL OF THE
FOLLOWING HELD BY ANY MOLSON COORS GROUP COMPANY: (X) ALL ISSUED PATENTS AND
TRADEMARK AND COPYRIGHT REGISTRATIONS, AND APPLICATIONS FOR ANY OF THE
FOREGOING, THAT ARE REGISTERED OR APPLIED FOR OUTSIDE THE TERRITORY, (Y) ALL
RIGHTS, INCLUDING COMMON LAW RIGHTS, TO USE OR EXPLOIT TRADEMARKS OUTSIDE THE
TERRITORY AND (Z) ALL RIGHTS TO USE, EXPLOIT, OR LIMIT THE USE OR DISCLOSURE OF,
TRADE SECRETS OUTSIDE THE TERRITORY;
(VI)
ALL RIGHTS OF RECOVERY PURSUANT TO, AND ALL INTERESTS IN, ANY
CLAIM BY MCBC OR ANY OF ITS AFFILIATES DESCRIBED ON SCHEDULE 2.08(C)(VI);
(VII)
THE COORS FAMILY HOME SITUATED ON THE GROUNDS OF THE CBC BREWERY
IN COLORADO, AND ACCESS THERETO (INCLUDING ROADWAY, UTILITY AND OTHER NECESSARY
RIGHTS-OF-WAY AND EASEMENTS);
(VIII)
ALL OF THE ASSETS AND INTERESTS SET FORTH ON SCHEDULE
2.08(C)(VIII), INCLUDING RETENTION BY MCBC, CBC AND THEIR RESPECTIVE
SUBSIDIARIES OF (A) THE GOLF COURSES LISTED THEREON AND (B) CBC'S LIMITED
PARTNER OWNERSHIP INTEREST IN THE COLORADO ROCKIES MAJOR LEAGUE BASEBALL
FRANCHISE;
(IX)
THOSE ASSETS HELD IN TRUST TO FUND, AND ALL INSURANCE POLICIES
FUNDING, ANY OF THE LIABILITIES SET FORTH IN SECTION 2.08(D)(VII) BELOW;
(X)
EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, ALL
TANGIBLE ASSETS LOCATED AT MCBC'S HEADQUARTER OFFICE IN DENVER, COLORADO;
(XI)
ALL COMPUTER SOFTWARE AND HARDWARE NECESSARY FOR THE OPERATION OF
THE BUSINESS OF THE MOLSON COORS GROUP COMPANIES (OTHER THAN SOFTWARE AND
HARDWARE USED EXCLUSIVELY IN CONNECTION WITH THE COORS BUSINESS), AND ALL
CONTRACTS WITH THIRD PARTIES TO THE EXTENT RELATING THERETO;
(XII)
ANY INCIDENTAL ASSET USED OUTSIDE THE COORS BUSINESS THAT IS NOT
MATERIAL TO THE COORS BUSINESS;
(XIII)
HOPS INVENTORY IN EXCESS OF THAT AMOUNT REQUIRED TO SUPPLY ALL OF
THE COORS BUSINESS'S HOPS DEMANDS FOR TWO YEARS AFTER THE CLOSING DATE BASED ON
CURRENT PRODUCTION LEVELS; AND
(XIV)
ANY ASSETS INSIDE THE TERRITORY