OF INCOME TAXES;
(III)
ALL MACHINERY, EQUIPMENT, VEHICLES, FURNITURE, FIXTURES, PRINTING
PLATES, SPARE AND REPLACEMENT PARTS AND OTHER TANGIBLE PERSONAL PROPERTY OF THE
MILLER BUSINESS;
21
(IV)
THE MILLER REAL PROPERTIES;
(V)
SUBJECT TO SECTION 6.02(C), ALL MILLER ASSUMED CONTRACTS;
(VI)
SUBJECT TO THE TERMS OF THE BRAND COOPERATION AGREEMENT AND THE
MILLER IP LICENSE AGREEMENT, (A) THE INTELLECTUAL PROPERTY REGISTRATIONS AND
APPLICATIONS THAT ARE SET FORTH ON SCHEDULE 2.09(B)(VI), (B) ALL RIGHTS TO ALL
OTHER MILLER 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 MILLER
CONTRIBUTED BRANDS (OR ANY GOODS OR SERVICES BEARING, OR PROVIDED UNDER, SUCH
MILLER CONTRIBUTED BRANDS), BUT EXCLUDING ANY MILLER OWNED IP THAT CONSTITUTES
MILLER 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 SABMILLER, MILLER 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 MILLER 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
"MILLER CONTRIBUTED IP");
(VII)
ALL LIABILITIES AND RELATED ASSETS IN RESPECT OF (A) TAX-QUALIFIED
DEFINED BENEFIT PENSION OBLIGATIONS RELATING TO THE TRANSFERRING MILLER
EMPLOYEES, (B) TAX-QUALIFIED DEFINED BENEFIT PENSION OBLIGATIONS ACCRUED AS OF
THE CLOSING DATE RELATING TO THE EXCLUDED MILLER EMPLOYEES AND (C) RETIREE
MEDICAL OBLIGATIONS RELATING TO THE TRANSFERRING MILLER EMPLOYEES (COLLECTIVELY,
THE "MILLER RETIREE LIABILITIES"), SUBJECT TO THE PROVISIONS OF SECTION 2.10(C);
(VIII)
EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT,
(A) ALL LIABILITIES RELATING TO TRANSFERRING MILLER EMPLOYEES UNDER ALL MILLER
BENEFIT PLANS AND (B) THOSE ASSETS HELD IN TRUST TO FUND, AND ALL INSURANCE
POLICIES FUNDING, ANY SUCH LIABILITIES;
(IX)
EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, ALL
LIABILITIES WITH RESPECT TO THE EMPLOYMENT OR TERMINATION OF EMPLOYMENT OF ALL
TRANSFERRING MILLER EMPLOYEES (AND THEIR DEPENDENTS AND BENEFICIARIES);
(X)
ALL OF (A) THE EQUITY INTERESTS IN EACH OF JLB CO. INC.,
MARTLET, INC., AND MBC ACQUISITION CORP. (EACH OF WHICH SHALL HAVE BEEN
CONVERTED TO A LIMITED LIABILITY COMPANY PRIOR TO THE CLOSING AND BE