WITH ALL APPLICABLE
LAWS IN THE TERRITORY RELATING TO PRIVACY, DATA SECURITY AND DATA PROTECTION,
AND ALL APPLICABLE PRIVACY POLICIES AND TERMS OF USE OR OTHER
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CONTRACTUAL OBLIGATIONS.
THE SABMILLER GROUP HAS, WITH RESPECT TO THE MILLER
BUSINESS, REASONABLE SECURITY AND DATA PROTECTIONS IN PLACE, CONSISTENT WITH
GENERAL INDUSTRY PRACTICES IN THE TERRITORY, WITH RESPECT TO THIRD-PARTY TRADE
SECRETS OR PERSONALLY IDENTIFIABLE INFORMATION, AND THERE HAS BEEN NO MATERIAL
BREACH THEREOF OR LOSS OF DATA IN THE TWO (2) YEARS PRIOR TO THE DATE OF THIS
AGREEMENT; AND
(K)
ALL RIGHTS OF THE SABMILLER GROUP COMPANIES IN AND TO MILLER
CONTRIBUTED IP ARE TRANSFERABLE TO THE COMPANY WITHOUT ANY REQUIRED CONSENT OR
OTHER APPROVAL.
(R)
TAXES.
Except as set forth in Schedule 4.02(r) or as would not reasonably be expected
to, individually or in the aggregate, be material to the Miller Business:
(I)
WITH RESPECT TO THE MILLER BUSINESS, THE MILLER GROUP COMPANIES
(A) HAVE PREPARED IN ACCORDANCE WITH APPLICABLE LAW AND DULY AND TIMELY FILED
(TAKING INTO ACCOUNT ANY EXTENSION OF TIME WITHIN WHICH TO FILE) ALL MATERIAL
TAX RETURNS REQUIRED TO BE FILED BY ANY OF THEM AND ALL SUCH TAX RETURNS WERE,
AT THE TIME OF FILING, TRUE AND COMPLETE IN ALL MATERIAL RESPECTS; (B) HAVE PAID
ALL TAXES THAT THEY WERE REQUIRED TO PAY AND WITHHELD ALL TAXES THAT THEY WERE
OBLIGATED TO WITHHOLD FROM AMOUNTS OWING TO ANY EMPLOYEE, CREDITOR, STOCKHOLDER
OR THIRD PARTY, EXCEPT WITH RESPECT TO MATTERS CONTESTED IN GOOD FAITH FOR WHICH
ADEQUATE RESERVES HAVE BEEN ESTABLISHED AND ARE REFLECTED IN THE MILLER
FINANCIAL INFORMATION OR ARE INCURRED IN THE ORDINARY COURSE OF THE MILLER
BUSINESS, CONSISTENT WITH PAST PRACTICE, AFTER THE DATE OF THE LATEST MILLER
BALANCE SHEET AND EXCEPT WHERE SUCH FAILURE TO SO PAY OR REMIT, INDIVIDUALLY OR
IN THE AGGREGATE, IS NOT REASONABLY LIKELY TO BE MATERIAL; AND (C) HAVE NOT
WAIVED ANY STATUTE OF LIMITATIONS WITH RESPECT TO ANY MATERIAL AMOUNT OF TAXES
OR AGREED TO ANY EXTENSION OF TIME WITH RESPECT TO ANY MATERIAL AMOUNT OF TAX
ASSESSMENT OR DEFICIENCY.
(II)
AS OF THE DATE HEREOF, THERE ARE NOT PENDING OR THREATENED IN
WRITING, ANY AUDITS, EXAMINATIONS, INVESTIGATIONS OR OTHER PROCEEDINGS IN
RESPECT OF MATERIAL TAXES WITH RESPECT TO THE MILLER BUSINESS.
THERE ARE NO
UNRESOLVED PROPOSED, OR TO MILLER'S KNOWLEDGE, THREATENED TAX CLAIMS,
ASSESSMENTS OR REASSESSMENTS WITH RESPECT TO THE MILLER BUSINESS THAT, IF
UPHELD, WOULD, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO BE
MATERIAL
TO THE MILLER BUSINESS.
(III)
THERE ARE NO LIENS FOR ANY TAXES UPON ASSETS THAT ARE MILLER
CONTRIBUTIONS, OTHER THAN STATUTORY LIENS FOR TAXES NOT YET DUE AND PAYABLE AND
LIENS FOR TAXES CONTESTED IN GOOD FAITH FOR WHICH ADEQUATE RESERVES HAVE BEEN
ESTABLISHED IN THE MILLER FINANCIAL INFORMATION. NO WRITTEN CLAIM HAS BEEN MADE
BY ANY GOVERNMENTAL AUTHORITY IN A JURISDICTION IN WHICH ANY MILLER GROUP
COMPANY DOES NOT FILE A TAX RETURN THAT ANY MILLER GROUP COMPANY IS OR MAY BE
SUBJECT TO TAXATION