OF EMPLOYMENT CIRCUMSTANCES WHICH GAVE RISE
TO SUCH CIC PAYMENT (BUT ASSUMING, FOR THESE PURPOSES, THAT SUCH TRANSFERRING
CBC EMPLOYEE WAS NOT ENTITLED TO ANY ENHANCED SEVERANCE PURSUANT TO ANY CHANGE
OF CONTROL AGREEMENT OR ARRANGEMENT) SHALL BE CONSIDERED A CBC EXCLUDED
LIABILITY;
20
(X)
ALL LIABILITIES, OBLIGATIONS AND COMMITMENTS, WHETHER PRESENTLY
IN EXISTENCE OR ARISING HEREAFTER, INCLUDING ALL THOSE ARISING UNDER OR RELATING
TO ANY ENVIRONMENTAL LAWS, WHICH ARE ATTRIBUTABLE OR CAUSED BY OR WHICH RELATE
TO OR RESULT FROM ANY PROPERTY OR FACILITY FORMERLY OWNED, LEASED OR OPERATED BY
MCBC, CBC OR ANY OF THEIR RESPECTIVE SUBSIDIARIES (OR ANY OF THEIR RESPECTIVE
PREDECESSORS OR AFFILIATES) OR ANY OTHER PROPERTY OR FACILITY FORMERLY USED IN
THE COORS BUSINESS, INCLUDING WITHOUT LIMITATION ALL LIABILITIES, OBLIGATIONS
AND COMMITMENTS ARISING FROM OR RELATING TO HAZARDOUS SUBSTANCES GENERATED,
DISPOSED OF, STORED, RECYCLED, TRANSPORTED, DISCHARGED, OR RELEASED, IN
CONNECTION WITH THE USE, OWNERSHIP, OPERATION OR MAINTENANCE OF SUCH PROPERTIES
OR FACILITIES, AT ANY OFF-SITE LOCATION; AND
(XI)
ALL OF THE LIABILITIES SET FORTH ON SCHEDULE 2.08(D)(XI).
(E)
THE PARTIES CONTEMPLATE THAT, CONSISTENT WITH THE PREAMBLE TO THIS
AGREEMENT, CBC WILL BE THE SOLE CONTRIBUTOR OF THE MOLSON COORS CONTRIBUTIONS
AND ONE OF TWO INITIAL SHAREHOLDERS OF THE COMPANY.
SECTION 2.09
INITIAL MILLER CONTRIBUTIONS.
(A)
UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS
AGREEMENT, MILLER SHALL, AND SABMILLER AND MILLER SHALL CAUSE THE MILLER GROUP
COMPANIES TO, ASSIGN, TRANSFER AND CONVEY AT THE CLOSING TO THE COMPANY, AND THE
COMPANY SHALL ASSUME AND RECEIVE FROM MILLER AND EACH OF ITS SUBSIDIARIES, ALL
RIGHT, TITLE AND INTEREST OF EVERY KIND AND NATURE, IN AND TO THE MILLER
CONTRIBUTIONS, WHETHER TANGIBLE OR INTANGIBLE, AND WHEREVER LOCATED AND BY
WHOMEVER POSSESSED, FREE AND CLEAR OF ANY LIEN, OTHER THAN PERMITTED LIENS (IT
BEING UNDERSTOOD THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT BUT
WITHOUT ANY PREJUDICE TO THE INDEMNITY FOR ANY BREACH OF SECTION 4.02(J)(III),
NO SABMILLER GROUP COMPANY OTHER THAN A MILLER GROUP COMPANY SHALL, DIRECTLY OR
INDIRECTLY, BE REQUIRED TO ASSIGN, TRANSFER OR CONVEY ANY MILLER
CONTRIBUTIONS).
THE TRANSFER OF THE MILLER CONTRIBUTIONS TO THE COMPANY IS
INTENDED TO CONSTITUTE A TAX-FREE CONTRIBUTION TO A PARTNERSHIP UNDER
SECTION 721 OF THE CODE.
(B)
THE TERM "MILLER CONTRIBUTIONS" SHALL INCLUDE, EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED HEREIN, ALL RIGHT, TITLE AND INTEREST IN AND TO ALL OF THE
ASSETS AND LIABILITIES OF MILLER AND ITS SUBSIDIARIES USED IN, INTENDED TO BE
USED IN OR RELATED TO THE CONDUCT OF THE MILLER BUSINESS (OTHER THAN THE MILLER
EXCLUDED ASSETS AND MILLER EXCLUDED LIABILITIES), INCLUDING ALL OF MILLER'S AND
ITS SUBSIDIARIES' RIGHT, TITLE AND INTEREST IN AND TO, AND LIABILITIES AND
OBLIGATIONS UNDER:
(I)
ALL CURRENT ASSETS OF THE MILLER BUSINESS (EXCLUDING CASH (OTHER
THAN CASH REPRESENTING CONTAINER DEPOSITS)), INCLUDING ACCOUNTS RECEIVABLES,
INVENTORY, INVESTMENTS HELD FOR SALE, PENSION ASSETS AND PREPAID EXPENSES;
(II)
ALL CURRENT LIABILITIES OF THE MILLER BUSINESS, INCLUDING
ACCOUNTS PAYABLE AND LIABILITIES IN RESPECT OF NON-INCOME TAXES, BUT EXCLUDING
LIABILITIES IN RESPECT