REASONABLE ASSUMPTIONS.
THE ADJUSTMENTS SET FORTH ON THE NORMALIZATION SCHEDULE INCLUDED AS THE FINAL
PAGE OF SCHEDULE 4.01(I) HAVE BEEN PREPARED WITH DUE CARE BASED ON REASONABLE
ASSUMPTIONS.
(II)
NO MCBC GROUP COMPANY IS SUBJECT TO ANY
MATERIAL LIABILITY OF A TYPE THAT WOULD APPEAR ON A BALANCE SHEET UNDER US GAAP
IN FORCE AT THE DATE OF THIS AGREEMENT ARISING OUT OF EVENTS, TRANSACTIONS OR
ACTIONS OR INACTIONS ARISING PRIOR TO THE DATE HEREOF, EXCEPT (A) LIABILITIES
UNDER LEASES, LICENSES, CONTRACTS AND AGREEMENTS DESCRIBED IN THE SCHEDULES
HERETO OR UNDER LEASES, LICENSES, CONTRACTS AND AGREEMENTS WHICH ARE NOT
REQUIRED TO BE DISCLOSED THEREON, (B) LIABILITIES ARISING OUT OF OR RELATED TO
THE CONTEMPLATED TRANSACTIONS, (C) LIABILITIES REFLECTED ON THE MOST RECENT
BALANCE SHEET INCLUDED IN THE COORS FINANCIAL INFORMATION (THE "LATEST CBC
BALANCE SHEET") OR LIABILITIES WHICH HAVE ARISEN AFTER THE DATE OF THE LATEST
CBC BALANCE SHEET IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICES, (D) LIABILITIES OTHERWISE DISCLOSED ON THE SCHEDULES ATTACHED HERETO
AND (E) LIABILITIES NOT BEING ASSUMED BY THE COMPANY.
NOTWITHSTANDING THE
FOREGOING, THIS REPRESENTATION AND WARRANTY WILL NOT APPLY TO (AND WILL EXCLUDE)
ANY LIABILITY ARISING OUT OF OR RELATED TO FACTS, EVENTS, TRANSACTIONS, OR
ACTIONS OR INACTIONS THE CATEGORY OF WHICH IS THE SUBJECT OF ANOTHER
REPRESENTATION OR WARRANTY SET FORTH IN THIS SECTION 4.01, WHETHER OR NOT THE
EXISTENCE OF SUCH LIABILITY WOULD CONSTITUTE A BREACH OR INACCURACY OF SUCH
REPRESENTATION OR WARRANTY.
(BY WAY OF EXAMPLE, PENDING AND THREATENED
LITIGATION IS ADDRESSED IN THE REPRESENTATIONS AND WARRANTIES IN
35
SECTION 4.01(E) AND THEREFORE ALL PENDING AND THREATENED LITIGATION (REGARDLESS
OF WHETHER SUCH LITIGATION IS COVERED BY THE REPRESENTATION AND WARRANTIES IN
SECTION 4.01(E)) IS CONSIDERED A "CATEGORY" FOR THE PURPOSES OF THE FOREGOING
SENTENCE).
(III)
EACH MOLSON COORS GROUP COMPANY HAS TIMELY
FILED ALL REPORTS, REGISTRATIONS, SCHEDULES, FORMS, STATEMENTS AND OTHER
DOCUMENTS, TOGETHER WITH ANY AMENDMENTS REQUIRED TO BE MADE WITH RESPECT THERETO
(EACH, A "REPORT"), THAT IT WAS REQUIRED TO FILE WITH THE U.S. SECURITIES
EXCHANGE COMMISSION (THE "SEC") IN CONNECTION WITH THE CONTEMPLATED
TRANSACTIONS, EXCEPT WHERE THE FAILURE TO FILE SUCH REPORT HAS NOT HAD, AND
WOULD NOT REASONABLY BE EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT OR WOULD NOT
REASONABLY BE EXPECTED TO MATERIALLY IMPAIR THE ABILITY OF MCBC OR CBC TO
PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE MATERIALLY THREATEN
OR MATERIALLY IMPEDE OR DELAY, BEYOND THE DATE SET FORTH IN SECTION 10.01(C),
THE CONSUMMATION OF THE CONTEMPLATED TRANSACTIONS BY MCBC OR CBC.
NO REPORT OF
THE COMPANY MADE WITH THE SEC, AS OF THE DATE OF SUCH REPORT, CONTAINED ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE ANY MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE
THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT
MISLEADING, EXCEPT THAT INFORMATION AS OF A LATER DATE (BUT BEFORE THE DATE OF
THIS AGREEMENT) SHALL BE DEEMED TO MODIFY INFORMATION