CBC REAL PROPERTIES;
(V)
ALL OF (A) CBC'S EQUITY INTERESTS IN EACH OF ROCKY MOUNTAIN METAL
CONTAINER LLC AND ROCKY MOUNTAIN BOTTLE COMPANY LLC, (EACH OF WHICH SHALL BE
TREATED AS A PARTNERSHIP FOR U.S. FEDERAL INCOME TAX PURPOSES) AND (B) THE
EQUITY OF AC GOLDEN BREWING COMPANY LLC, CBC PUERTO RICO, LLC AND COORS
DISTRIBUTION COMPANY; PROVIDED, HOWEVER, THAT (1) WITH RESPECT TO EACH OF THE
SUBSIDIARIES SET FORTH IN CLAUSES (A) AND (B) ANY MOLSON COORS EXCLUDED ASSETS
HELD BY SUCH ENTITIES OR THEIR SUBSIDIARIES MAY BE TRANSFERRED OUT OF SUCH
ENTITIES PRIOR TO CLOSING WITHOUT VIOLATING ANY OTHER PROVISION OF THIS
AGREEMENT, AND (2) WITH RESPECT TO EACH OF THE SUBSIDIARIES SET FORTH IN CLAUSE
(B), NO MOLSON COORS EXCLUDED LIABILITIES OF SUCH ENTITIES OR THEIR SUBSIDIARIES
SHALL BE ASSUMED BY THE COMPANY (BUT RATHER SHALL BE FULLY ASSUMED BY OR
OTHERWISE BE THE SOLE OBLIGATION AND RESPONSIBILITY OF THE MOLSON COORS GROUP);
(VI)
SUBJECT TO SECTION 6.02(B), ALL MOLSON COORS ASSUMED CONTRACTS;
16
(VII)
SUBJECT TO THE TERMS OF THE BRAND COOPERATION AGREEMENT AND THE
MOLSON COORS IP LICENSE AGREEMENT, (A) THE INTELLECTUAL PROPERTY REGISTRATIONS
AND APPLICATIONS THAT ARE SET FORTH ON SCHEDULE 2.08(B)(VII), (B) ALL RIGHTS TO
ALL OTHER CBC OWNED IP THAT IS USED, HELD FOR USE OR EXPLOITED AS OF THE CLOSING
DATE IN THE TERRITORY (WHETHER EXCLUSIVELY OR NOT) IN CONNECTION WITH ANY MOLSON
COORS CONTRIBUTED BRANDS (OR ANY GOODS OR SERVICES BEARING, OR PROVIDED UNDER,
SUCH MOLSON COORS CONTRIBUTED BRANDS), BUT EXCLUDING ANY CBC OWNED IP THAT
CONSTITUTES MOLSON COORS EXCLUDED ASSETS, (C) ALL INCOME, ROYALTIES, DAMAGES AND
PAYMENTS DUE OR PAYABLE AT THE CLOSING OR THEREAFTER RELATING TO SUCH
INTELLECTUAL PROPERTY INCLUDED IN (A) OR (B) ABOVE (INCLUDING DAMAGES AND
PAYMENTS FOR PAST OR FUTURE INFRINGEMENTS OR MISAPPROPRIATIONS THEREOF, THE
RIGHT TO SUE AND RECOVER DAMAGES FOR PAST INFRINGEMENTS OR MISAPPROPRIATIONS
THEREOF AND TO FULLY AND ENTIRELY STAND IN THE PLACE OF MCBC, CBC OR THEIR
RESPECTIVE SUBSIDIARIES, AS APPLICABLE, IN ALL MATTERS RELATED THERETO, ANY AND
ALL CORRESPONDING RIGHTS THAT, NOW OR HEREAFTER, MAY BE SECURED THROUGHOUT THE
TERRITORY, AND ALL COPIES AND TANGIBLE EMBODIMENTS OF ANY SUCH INTELLECTUAL
PROPERTY), (D) ALL PAST AND PRESENT GOODWILL (INCLUDING THE RIGHT TO REPRESENT
TO THIRD PARTIES THAT THE COMPANY IS THE SUCCESSOR TO THE COORS BUSINESS) AND
RELATED INTANGIBLE PROPERTY ASSOCIATED WITH OR SYMBOLIZED BY ANY OF THE
FOREGOING, INCLUDING RELATIONSHIPS WITH SUPPLIERS, CUSTOMERS AND EMPLOYEES,
(E) ALL REGISTRATIONS THAT HAVE BEEN OR MAY BE GRANTED THEREON, ALL APPLICATIONS
FOR REGISTRATIONS THEREOF, AND ALL RECORDS AND FILES RELATED THERETO IN THE
TERRITORY, AND (F) ALL RIGHTS THEREUNDER, REMEDIES AGAINST INFRINGEMENTS
THEREOF, AND RIGHTS TO PROTECTION OF INTERESTS THEREIN UNDER THE LAWS OF ALL
JURISDICTIONS IN THE TERRITORY (THE "MOLSON COORS CONTRIBUTED IP");
(VIII)
$51,000,000 PLUS THE MILLER ASSUMED CONTRACT ADJUSTMENT PAYMENT IN
CASH (THE "CBC CASH CONTRIBUTION"), AND ALL CASH REPRESENTING CONTAINER
DEPOSITS;
(IX)
ALL LIABILITIES AND RELATED ASSETS IN RESPECT OF
(A) TAX-QUALIFIED DEFINED BENEFIT PENSION OBLIGATIONS RELATING TO