FROM THE CBC REAL
PROPERTY OR ANY OTHER CURRENT OR FORMER PROPERTY OR FACILITY USED IN THE COORS
BUSINESS, CONCERNING COMPLIANCE BY A MOLSON COORS 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
COORS BUSINESS.
(V)
EXCEPT AS SET FORTH ON SCHEDULE 4.01(P),
NONE OF THE FOLLOWING EXISTS AT ANY OF THE CBC REAL PROPERTIES OR, TO CBC'S
KNOWLEDGE, AT ANY PROPERTY OWNED OR OPERATED BY A COORS JOINT VENTURE:
(A) UNDERGROUND STORAGE TANKS; (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 COORS BUSINESS OR THE
MOLSON COORS CONTRIBUTIONS, TO CBC'S KNOWLEDGE, NO CBC GROUP COMPANY OR COORS
JOINT VENTURE 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 4.01(Q) LISTS ALL OF THE
FOLLOWING THAT ARE INCLUDED IN THE CBC OWNED IP AND USED, HELD FOR USE, OR
EXPLOITED AS OF THE DATE HEREOF IN CONNECTION WITH THE MOLSON COORS CONTRIBUTED
BRANDS (OR ANY GOODS OR SERVICES BEARING, OR PROVIDED UNDER, SUCH MOLSON COORS
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 4.01(Q) ALSO LISTS (A) ALL INTERNET DOMAIN
NAMES INCLUDED IN THE MOLSON COORS CONTRIBUTED ASSETS AND (B) ALL LICENSE
AGREEMENTS FOR MATERIAL SOFTWARE LICENSED TO A MOLSON COORS 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 COORS BUSINESS.
(II)
EXCEPT AS SET FORTH ON SCHEDULE 4.01(Q) OR
AS WOULD NOT REASONABLY BE EXPECTED TO, INDIVIDUALLY OR IN THE AGGREGATE, BE
MATERIAL TO THE COORS BUSINESS:
43
(A)
EXCEPT FOR CBC INTELLECTUAL PROPERTY THAT
CONSTITUTES A MOLSON COORS EXCLUDED ASSET, THE MOLSON COORS 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 CBC
INTELLECTUAL PROPERTY, FREE AND CLEAR OF ANY LIENS (OTHER THAN PERMITTED LIENS);
(B)
TO CBC'S KNOWLEDGE, EACH OF THE REGISTRATIONS
LISTED IN SCHEDULE 4.01(Q) IS VALID, ENFORCEABLE AND SUBSISTING AND HAS NOT BEEN
CANCELLED, AND NO LOSS, CANCELLATION, ABANDONMENT OR EXPIRATION OF ANY SUCH
REGISTERED CBC 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
MOLSON COORS ASSUMED CONTRACTS, AND EXCEPT FOR CBC INTELLECTUAL PROPERTY THAT