SABMILLER GROUP COMPANY IS SUBJECT TO
ANY MATERIAL LIABILITY OF A TYPE THAT WOULD APPEAR ON A BALANCE SHEET UNDER IFRS
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 MILLER FINANCIAL INFORMATION (THE "LATEST MILLER
BALANCE SHEET") OR LIABILITIES WHICH HAVE ARISEN AFTER THE DATE OF THE LATEST
MILLER 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 4.02, 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
SECTION 4.02(E) AND THEREFORE ALL PENDING AND THREATENED LITIGATION (REGARDLESS
OF WHETHER SUCH LITIGATION IS COVERED BY THE REPRESENTATION AND WARRANTIES IN
SECTION 4.02(E)) IS CONSIDERED A "CATEGORY" FOR THE PURPOSES OF THE FOREGOING
SENTENCE.)
(III)
THE INFORMATION FURNISHED IN WRITING BY IT
OR ANY OF ITS SUBSIDIARIES OR ANY OF ITS OR THEIR RESPECTIVE REPRESENTATIVES
SPECIFICALLY FOR INCLUSION IN ANY OF THE REPORTS, OR ANY AMENDMENT OR SUPPLEMENT
THERETO, WILL NOT, AS OF THE DATE SUCH REPORT, OR ANY AMENDMENT OR SUPPLEMENT
THERETO, IS FILED IN FINAL FORM WITH THE SEC, CONTAIN ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(J)
TITLE AND SUFFICIENCY OF ASSETS.
(I)
EXCEPT AS A RESULT OF OPERATING THE
MILLER BUSINESS IN THE ORDINARY COURSE CONSISTENT WITH PAST PRACTICE SINCE
SEPTEMBER 30, 2007, A SABMILLER GROUP COMPANY OWNS ALL THE ASSETS REFLECTED ON
THE LATEST MILLER BALANCE SHEET, FREE AND CLEAR OF ALL LIENS (OTHER THAN
PERMITTED LIENS).
A SABMILLER GROUP COMPANY HAS GOOD TITLE TO, OR A VALID
LEASEHOLD OR LICENSED INTEREST IN (WITH RESPECT TO LEASED OR LICENSED ASSETS AND
PROPERTIES), ALL ASSETS, TANGIBLE OR INTANGIBLE, THAT ARE PART OF THE MILLER
CONTRIBUTIONS, FREE AND CLEAR OF ALL LIENS OTHER THAN PERMITTED LIENS.
EXCEPT
FOR UNASSIGNED MILLER ASSETS, A SABMILLER GROUP COMPANY HAS THE RIGHT TO CONVEY
(SUBJECT ONLY TO THE THIRD PARTY CONSENTS REQUIRED WITH RESPECT TO THE CONTRACTS
REFERENCED ON SCHEDULE 4.02(D)), AND UPON THE TRANSFER (OR LICENSE OR