ALL MATERIAL REPORTS, STUDIES, ANALYSES, TESTS,
MONITORING RESULTS OR OTHER MATERIAL DOCUMENTS IN THE POSSESSION OR UNDER THE
REASONABLE CONTROL OF A SABMILLER GROUP COMPANY PERTAINING TO HAZARDOUS
SUBSTANCES IN, ON, AT, TO, UNDER OR FROM THE MILLER REAL PROPERTY OR ANY OTHER
CURRENT OR FORMER PROPERTY OR FACILITY USED IN THE MILLER BUSINESS, CONCERNING
COMPLIANCE BY A SABMILLER GROUP COMPANY WITH ENVIRONMENTAL LAWS, OR MATERIALLY
BEARING ON ANY ENVIRONMENTAL, HEALTH OR SAFETY LIABILITIES RELATING TO THE PAST
OR CURRENT OPERATIONS OR FACILITIES OF THE MILLER BUSINESS.
(V)
EXCEPT AS SET FORTH ON SCHEDULE 4.02(P), NONE OF THE FOLLOWING
EXISTS AT ANY OF THE MILLER REAL PROPERTIES:
(A) UNDERGROUND STORAGE TANKS;
59
(B) ASBESTOS-CONTAINING MATERIAL IN ANY FORM OR CONDITION; (C) MATERIALS OR
EQUIPMENT CONTAINING POLYCHLORINATED BIPHENYLS; (D) GROUNDWATER MONITORING
WELLS, DRINKING WATER WELLS, OR PRODUCTION WATER WELLS; OR (E) LANDFILLS,
SURFACE IMPOUNDMENTS, OR DISPOSAL AREAS.
(VI)
WITH RESPECT TO THE MILLER BUSINESS OR THE MILLER CONTRIBUTIONS,
TO MILLER'S KNOWLEDGE, NO SABMILLER GROUP COMPANY HAS, EITHER EXPRESSLY OR BY
OPERATION OF LAW, ASSUMED, UNDERTAKEN, OR PROVIDED AN INDEMNITY WITH RESPECT TO
ANY MATERIAL OR POTENTIALLY MATERIAL LIABILITY RELATING TO ENVIRONMENTAL LAWS.
(Q)
INTELLECTUAL PROPERTY.
(I)
SCHEDULE 4.02(Q) LISTS ALL OF THE FOLLOWING THAT ARE INCLUDED IN
THE MILLER OWNED IP AND USED, HELD FOR USE, OR EXPLOITED AS OF THE DATE HEREOF
IN CONNECTION WITH THE MILLER CONTRIBUTED BRANDS (OR ANY GOODS OR SERVICES
BEARING, OR PROVIDED UNDER, SUCH MILLER CONTRIBUTED BRANDS): (A) UNITED STATES
AND PUERTO RICO PATENTS, (B) TRADEMARKS REGISTERED AND APPLIED FOR IN THE UNITED
STATES OR PUERTO RICO, AND (C) COPYRIGHTS REGISTERED AND APPLIED FOR IN THE
UNITED STATES OR PUERTO RICO, IN EACH CASE SPECIFYING THE JURISDICTION WHERE THE
APPLICATION/REGISTRATION IS LOCATED, THE APPLICATION/REGISTRATION NUMBER, AND
DATE OF APPLICATION/REGISTRATION.
SCHEDULE 4.02(Q) ALSO LISTS (A) ALL INTERNET
DOMAIN NAMES INCLUDED IN THE MILLER CONTRIBUTED ASSETS AND (B) ALL LICENSE
AGREEMENTS FOR MATERIAL SOFTWARE LICENSED TO A MILLER GROUP COMPANY (EXCLUDING
ANY LICENSE AGREEMENTS FOR OFF-THE-SHELF SHRINKWRAP, CLICKWRAP OR SIMILAR
COMMERCIALLY AVAILABLE NON-CUSTOM SOFTWARE) TO THE EXTENT SUCH SOFTWARE IS USED,
HELD FOR USE OR EXPLOITED IN CONNECTION WITH THE MILLER BUSINESS.
(II)
EXCEPT AS SET FORTH ON SCHEDULE 4.02(Q) OR AS WOULD NOT
REASONABLY BE EXPECTED TO, INDIVIDUALLY OR IN THE AGGREGATE, BE MATERIAL TO THE
MILLER BUSINESS:
(A)
EXCEPT FOR MILLER INTELLECTUAL PROPERTY THAT CONSTITUTES A MILLER
EXCLUDED ASSET, THE SABMILLER GROUP COMPANIES COLLECTIVELY OWN ALL RIGHT, TITLE
AND INTEREST IN, OR HAVE THE VALID AND ENFORCEABLE RIGHT TO USE (PURSUANT TO A
WRITTEN LICENSE AGREEMENT), ALL MILLER INTELLECTUAL PROPERTY, FREE AND CLEAR OF
ANY LIENS (OTHER THAN PERMITTED LIENS);
(B)
TO MILLER'S KNOWLEDGE, EACH OF THE REGISTRATIONS LISTED IN
SCHEDULE 4.02(Q) IS VALID, ENFORCEABLE AND SUBSISTING AND HAS NOT BEEN
CANCELLED, AND NO LOSS, CANCELLATION, ABANDONMENT OR EXPIRATION OF ANY SUCH
REGISTERED MILLER INTELLECTUAL PROPERTY IS PENDING OR THREATENED;
(C)
SUBJECT TO THE RECEIPT OF ANY THIRD-PARTY CONSENTS REQUIRED WITH
RESPECT TO THE ASSIGNMENT OF LICENSE AGREEMENTS THAT ARE MILLER ASSUMED
CONTRACTS, AND