PRIVILEGES UNDER
FEDERAL OR STATE LAW.
(VI)
NO EVENTS HAVE OCCURRED OR ARE EXPECTED TO
OCCUR WITH RESPECT TO ANY CBC BENEFIT PLAN THAT WOULD REASONABLY BE EXPECTED TO
CAUSE A MATERIAL INCREASE IN THE COST OF PROVIDING BENEFITS UNDER SUCH PLAN.
(VII)
SINCE THE DATE THAT IS TWO YEARS PRIOR TO THE
CLOSING DATE, ALL CONTRIBUTIONS AND PREMIUMS UNDER OR IN CONNECTION WITH THE CBC
BENEFIT PLANS THAT ARE REQUIRED TO HAVE BEEN MADE HAVE BEEN TIMELY MADE AND TO
THE EXTENT NOT DUE HAVE BEEN APPROPRIATELY ACCRUED IN THE COORS FINANCIAL
INFORMATION.
NO CBC BENEFIT PLAN HAS AN "ACCUMULATED FUNDING DEFICIENCY" (AS
SUCH TERM IS DEFINED IN SECTION 302 OF ERISA OR SECTION 412 OF THE CODE),
WHETHER OR NOT WAIVED.
(VIII)
EXCEPT AS SET FORTH ON SCHEDULE 4.01(S), THE
CONSUMMATION OF THE CONTEMPLATED TRANSACTIONS WILL NOT, EITHER ALONE OR IN
CONNECTION WITH ANY OTHER EVENT (INCLUDING THE TERMINATION OF EMPLOYMENT OF AN
EMPLOYEE), (A) ENTITLE ANY TRANSFERRING CBC EMPLOYEE TO SEVERANCE PAY, ANY
CHANGE IN CONTROL PAYMENT, OR ANY OTHER MATERIAL PAYMENT, OR (B) ACCELERATE THE
TIME OF PAYMENT OR VESTING, CHANGE THE FORM OR METHOD OF PAYMENT, OR INCREASE
THE AMOUNT OF COMPENSATION DUE TO ANY TRANSFERRING CBC EMPLOYEE, OR (C) RESULT
IN ANY EXCISE TAX UNDER SECTION 4999 OF THE CODE OR NON-DEDUCTIBILITY OF ANY
COMPENSATION OR BENEFIT UNDER SECTION 280G OF THE CODE WITH RESPECT TO ANY
TRANSFERRING CBC EMPLOYEE.
(IX)
EACH CBC BENEFIT PLAN THAT IS A NONQUALIFIED
DEFERRED COMPENSATION PLAN SUBJECT TO SECTION 409A OF THE CODE HAS BEEN OPERATED
AND ADMINISTERED IN GOOD FAITH COMPLIANCE WITH SUCH CODE SECTION 409A AND THE
GUIDANCE ISSUED BY THE DEPARTMENT OF TREASURY THEREUNDER FROM THE PERIOD
BEGINNING JANUARY 1, 2005 THROUGH THE DATE HEREOF.
(T)
LABOR MATTERS.
(I)
EXCEPT AS SET FORTH ON SCHEDULE
4.01(T) OR AS WOULD NOT REASONABLY BE EXPECTED TO BE MATERIAL TO THE COORS
BUSINESS, NO MOLSON COORS GROUP COMPANY IS, WITH RESPECT TO TRANSFERRING CBC
EMPLOYEES, THE SUBJECT OF ANY PROCEEDING ASSERTING THAT A MOLSON COORS GROUP
COMPANY HAS COMMITTED AN UNFAIR LABOR PRACTICE OR CBA BREACH OR SEEKING TO
COMPEL IT TO BARGAIN WITH ANY LABOR UNION OR LABOR ORGANIZATION, NOR IS THERE
PENDING OR, TO CBC'S KNOWLEDGE, THREATENED, NOR HAS THERE BEEN DURING THE PAST
THREE YEARS, ANY LABOR STRIKE, DISPUTE, WALK-OUT, WORK STOPPAGE, SLOW-DOWN,
LOCKOUT OR OTHER LABOR DISPUTE INVOLVING ANY MOLSON COORS GROUP COMPANY WITH
RESPECT TO THE COORS BUSINESS.
NO MOLSON COORS GROUP COMPANY IS IN RECEIPT,
WRITTEN OR ORAL, OF ANY DEMAND BY ANY LABOR UNION OR LABOR ORGANIZATION SEEKING
RECOGNITION AS THE COLLECTIVE BARGAINING REPRESENTATIVE OF ANY TRANSFERRING
48
CBC EMPLOYEES, AND TO CBC'S KNOWLEDGE, NO UNION ORGANIZING, CERTIFICATION OR
DECERTIFICATION CAMPAIGNS ARE UNDERWAY OR THREATENED WITH RESPECT TO ANY
TRANSFERRING CBC EMPLOYEES.
(II)
EXCEPT AS WOULD NOT REASONABLY BE EXPECTED
TO, INDIVIDUALLY OR IN THE AGGREGATE, CAUSE A LOSS TO THE COORS BUSINESS IN
EXCESS OF $5,000,000 OR WOULD OTHERWISE BE MATERIAL TO THE COORS BUSINESS, THERE
IS NO EMPLOYMENT-RELATED