SECTION 10.01(C) IF THE CLOSING SHALL NOT HAVE BEEN CONSUMMATED BY SUCH DATE
92
BY REASON OF THE FAILURE OF SUCH SHAREHOLDER TO PERFORM, OR TO CAUSE ITS
AFFILIATES TO PERFORM, IN ALL MATERIAL RESPECTS ANY OF ITS OR THEIR RESPECTIVE
COVENANTS OR AGREEMENTS CONTAINED IN THIS AGREEMENT;
(D)
BY EITHER SHAREHOLDER IF THERE SHALL BE ANY
APPLICABLE LAW THAT MAKES CONSUMMATION OF THE CONTEMPLATED TRANSACTIONS ILLEGAL
OR OTHERWISE PROHIBITED OR IF CONSUMMATION OF THE CONTEMPLATED TRANSACTIONS
WOULD VIOLATE ANY NONAPPEALABLE FINAL ORDER, DECREE OR JUDGMENT OF ANY
GOVERNMENTAL AUTHORITY HAVING COMPETENT JURISDICTION OVER SUCH SHAREHOLDER; OR
(E)
BY EITHER SHAREHOLDER IN THE EVENT OF A
BREACH BY THE OTHER SHAREHOLDER OF ANY COVENANT OR AGREEMENT UNDER THIS
AGREEMENT OR IN THE EVENT THAT ANY REPRESENTATION OR WARRANTY CONTAINED IN THIS
AGREEMENT, IF THEN MADE (PROVIDED THAT ANY REPRESENTATION OR WARRANTY THAT
SPEAKS AS OF A PARTICULAR DATE OR TIME WOULD CONTINUE TO SPEAK AS OF THAT DATE
AND TIME, WITHOUT CHANGE), WOULD NOT BE TRUE AND CORRECT UNDER THE STANDARD SET
FORTH IN SECTION 8.02(A)(II) OR 8.03(A)(II), AS APPLICABLE, AND THE EFFECT OF
SUCH BREACH OR INACCURACY WOULD BE TO CAUSE THE CONDITIONS TO THE OBLIGATION OF
THE TERMINATING SHAREHOLDER TO CONSUMMATE THE CLOSING NOT TO BE SATISFIED, AND
SUCH BREACH OR INACCURACY IS NOT CURED BY THE BREACHING PARTY WITHIN 20 BUSINESS
DAYS OF RECEIVING WRITTEN NOTICE FROM THE TERMINATING PARTY OF THE BREACH OR
INACCURACY OR ALLEGED BREACH OR INACCURACY, WHICH WRITTEN NOTICE SHALL STATE
THAT UNLESS SUCH BREACH OR INACCURACY IS CURED IN ACCORDANCE WITH THIS
SECTION 10.01(E) THE TERMINATING PARTY INTENDS TO TERMINATE THIS AGREEMENT (IT
BEING UNDERSTOOD THAT SUCH 20 BUSINESS DAYS CURE PERIOD SHALL NOT UNDER ANY
CIRCUMSTANCES EXTEND THE DATE SET FORTH IN SECTION 10.01(C)).
Any Shareholder desiring to terminate this Agreement pursuant to this
Section 10.01 shall give written notice of such termination to the other
Shareholder.
Section 10.02
Effect of Termination.
If this Agreement
is terminated as permitted by Section 10.01:
(A)
THIS AGREEMENT SHALL FORTHWITH BECOME VOID
AND OF NO FURTHER FORCE OR EFFECT, EXCEPT FOR THE FOLLOWING PROVISIONS, WHICH
SHALL REMAIN IN FULL FORCE AND EFFECT: (I) THE REPRESENTATIONS AND WARRANTIES
SET FORTH IN SECTIONS 4.01(U) AND 4.02(U) (RELATING TO FINDERS' FEES),
(II) SECTION 6.03 (RELATING TO PUBLICITY), (III) THIS SECTION 10.02 AND
(V) ARTICLE XII (MISCELLANEOUS) OTHER THAN SECTION 12.05;
(B)
SUCH TERMINATION SHALL BE WITHOUT LIABILITY
OF ANY PARTY (OR ANY AFFILIATE, STOCKHOLDER, CONSULTANT OR REPRESENTATIVE OF
SUCH PARTY) TO THE OTHER PARTIES TO THIS AGREEMENT; PROVIDED, HOWEVER, (I) THAT
IF THE TERMINATION IS THE RESULT OF FRAUD OR OF A WILLFUL BREACH BY MILLER OR
SABMILLER OF A COVENANT OR AGREEMENT UNDER THIS AGREEMENT AND CBC AND MCBC SHALL
HAVE COMPLIED IN ALL MATERIAL RESPECTS WITH THEIR OBLIGATIONS UNDER THIS
AGREEMENT, THEN MILLER OR SABMILLER, AS THE CASE MAY BE, SHALL BE LIABLE TO CBC
AND MCBC FOR ANY LOSSES INCURRED BY CBC AND MCBC (WITHOUT DUPLICATION) AS A
RESULT OF SUCH FRAUD OR