THE
TRANSFERRING CBC EMPLOYEES, (B) TAX-QUALIFIED DEFINED BENEFIT PENSION
OBLIGATIONS ACCRUED AS OF THE CLOSING DATE RELATING TO THE EXCLUDED CBC
EMPLOYEES AND (C) RETIREE MEDICAL OBLIGATIONS RELATING TO THE TRANSFERRING CBC
EMPLOYEES (COLLECTIVELY, THE "CBC RETIREE LIABILITIES"), SUBJECT TO THE
PROVISIONS OF SECTION 2.10(B);
(X)
EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT,
(A) ALL LIABILITIES RELATING TO TRANSFERRING CBC EMPLOYEES UNDER ALL CBC BENEFIT
PLANS AND (B) THOSE ASSETS HELD IN TRUST TO FUND, AND ALL INSURANCE POLICIES
FUNDING, ANY SUCH LIABILITIES;
(XI)
EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, ALL
LIABILITIES WITH RESPECT TO THE EMPLOYMENT OR TERMINATION OF EMPLOYMENT OF ALL
TRANSFERRING CBC EMPLOYEES (AND THEIR DEPENDENTS AND BENEFICIARIES);
(XII)
EXCEPT AS SET FORTH ON SCHEDULE 2.08(B)(XII), ALL GUARANTIES,
WARRANTIES, INDEMNITIES AND SIMILAR RIGHTS IN FAVOR OF MCBC, CBC OR ANY OF THEIR
RESPECTIVE SUBSIDIARIES WITH RESPECT TO ANY MOLSON COORS CONTRIBUTION;
(XIII)
ALL BOOKS OF ACCOUNT, LEDGERS, GENERAL, FINANCIAL, ACCOUNTING AND
PERSONNEL RECORDS, FILES, INVOICES, CUSTOMERS' AND SUPPLIERS' LISTS, DOCUMENTS,
AGREEMENTS (OTHER THAN THE TRANSACTION DOCUMENTS), MAILING LISTS, CATALOGUES,
BROCHURES, SALES DATA AND
17
INFORMATION, ADVERTISING MATERIAL, OTHER DISTRIBUTION LISTS, BILLING RECORDS,
SALE AND PROMOTIONAL LITERATURE, MANUALS, MATERIAL CLIENT AND SUPPLIER
CORRESPONDENCE (IN ALL CASES, IN ANY FORM OR MEDIUM, INCLUDING COMPUTERIZED
MEDIA), OF MCBC, CBC OR ANY OF THEIR RESPECTIVE SUBSIDIARIES TO THE EXTENT THAT
THEY ARE USED IN, OR ARISE OUT OF, THE CONDUCT OR OPERATION OF THE COORS
BUSINESS (INCLUDING, WITHOUT LIMITATION, ANY RECORDS OR FILES NECESSARY TO THE
ADMINISTRATION OF ANY CBC BENEFIT PLAN ASSUMED BY THE COMPANY PURSUANT TO THIS
AGREEMENT);
(XIV)
ALL RIGHTS, CLAIMS AND CREDITS ARISING UNDER ANY INSURANCE POLICIES
MAINTAINED BY MCBC, CBC OR ANY OF THEIR RESPECTIVE SUBSIDIARIES TO THE EXTENT
ARISING FROM OR APPLICABLE TO THE COORS BUSINESS WHENEVER ARISING;
(XV)
THE LIABILITIES SET FORTH ON SCHEDULE 2.08(B)(XV); AND
(XVI)
SUBJECT TO SECTION 2.08(C)(VI), ALL OF MCBC'S, CBC'S AND THEIR
RESPECTIVE SUBSIDIARIES' RIGHTS, CLAIMS, CREDITS, CAUSES OF ACTION, RIGHTS TO
INDEMNIFICATION AND CONTRIBUTION OR RIGHTS OF SET OFF AGAINST THIRD PARTIES TO
THE EXTENT ARISING FROM OR APPLICABLE TO THE COORS BUSINESS WHENEVER ARISING.
The contribution of any asset or liability in respect of the Molson Coors
Contributions may be structured either as a direct contribution of the asset or
liability or as a contribution of all of the equity of a limited liability
company that owns such asset or bears such liability and is treated as a
disregarded entity for U.S. federal income tax purposes; provided, however,
that, except as expressly provided otherwise herein, no Molson Coors Excluded
Liabilities of any such limited liability company shall be assumed by the
Company, but rather any Molson Coors Excluded Liabilities shall be the sole
responsibility and obligation of, or shall be fully assumed by, the Molson Coors
Group Companies.
(C)
THE TERM "MOLSON COORS EXCLUDED ASSETS" SHALL MEAN:
(I)
ALL CASH, OTHER THAN THE CBC CASH CONTRIBUTION AND ALL CASH
REPRESENTING CONTAINER DEPOSITS;
(II)
CAPITAL STOCK AND OTHER EQUITY INTERESTS IN MCBC,