OBLIGATION OR PROCEEDING OF ANY KIND, PENDING OR, TO
CBC'S KNOWLEDGE, THREATENED IN ANY FORUM, RELATING TO AN ALLEGED VIOLATION OR
BREACH BY A MOLSON COORS GROUP COMPANY (OR ITS OFFICERS OR DIRECTORS) OF ANY LAW
OR CONTRACT WITH RESPECT TO TRANSFERRING CBC EMPLOYEES, AND TO CBC'S KNOWLEDGE,
NO EMPLOYEE OR AGENT OF A MOLSON COORS GROUP COMPANY HAS COMMITTED ANY ACT OR
OMISSION GIVING RISE TO LIABILITY FOR ANY SUCH VIOLATION OR BREACH.
(III)
TO CBC'S KNOWLEDGE, NO TRANSFERRING CBC
EMPLOYEE WITH ANNUAL COMPENSATION IN EXCESS OF $250,000 (A) HAS ANY PRESENT
INTENTION TO TERMINATE THEIR EMPLOYMENT, OR (B) IS A PARTY TO ANY
CONFIDENTIALITY, NON-COMPETITION, PROPRIETARY RIGHTS OR OTHER SUCH AGREEMENT
BETWEEN SUCH EMPLOYEE AND ANY OTHER PERSON BESIDES A MOLSON COORS GROUP COMPANY,
AS APPLICABLE, THAT WOULD BE MATERIAL TO THE PERFORMANCE OF SUCH EMPLOYEE'S
EMPLOYMENT DUTIES, OR THE ABILITY OF ANY MOLSON COORS GROUP COMPANY (OR THE
COMPANY) TO CONDUCT THE COORS BUSINESS.
(IV)
WITH RESPECT TO THE CONTEMPLATED TRANSACTIONS,
ANY NOTICE REQUIRED UNDER ANY LAW OR COLLECTIVE BARGAINING AGREEMENT APPLICABLE
TO THE COORS BUSINESS HAS BEEN OR PRIOR TO CLOSING WILL BE GIVEN, AND ALL
BARGAINING OBLIGATIONS WITH ANY EMPLOYEE REPRESENTATIVE HAVE BEEN OR PRIOR TO
CLOSING WILL BE SATISFIED.
DURING THE PAST THREE YEARS, NO MOLSON COORS GROUP
COMPANY HAS, WITH RESPECT TO THE COORS BUSINESS, IMPLEMENTED ANY PLANT CLOSING
OR LAYOFF OF EMPLOYEES THAT WOULD REASONABLY BE EXPECTED TO RESULT IN ANY
LIABILITY UNDER THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT OF 1988,
AS AMENDED, OR ANY SIMILAR FOREIGN, STATE OR LOCAL LAW (THE "WARN ACT"), AND NO
SUCH ACTION WILL BE IMPLEMENTED WITHOUT ADVANCE NOTIFICATION TO MILLER.
(U)
FINDERS' FEES.
EXCEPT AS SET FORTH IN
SCHEDULE 4.01(U), THERE IS NO INVESTMENT BANKER, BROKER, FINDER OR OTHER
INTERMEDIARY THAT HAS BEEN RETAINED BY OR IS AUTHORIZED TO ACT ON BEHALF OF IT
WHO MIGHT BE ENTITLED TO ANY FEE OR COMMISSION FROM THE COMPANY OR ANY OF ITS
AFFILIATES UPON CONSUMMATION OF THE CONTEMPLATED TRANSACTIONS.
(v)
Coors Joint Ventures.
Neither of the Coors
Joint Ventures has any employees.
(w)
Water Usage and Storage Rights.
The water
usage and storage rights described on Schedule 4.01(w) are (i) legally and
beneficially owned by a member of the Molson Coors Group, not subject to any
Liens, and no other Person has (or, to CBC's knowledge, has, since January 1,
2006, claimed to have) any rights of ownership or use of such water rights (with
the exception of rights or claims arising solely by virtue of a leasehold
interest of no more than one year in duration) or has, since January 1, 2006,
made any claim contesting the validity, enforceability or ownership of such
water rights by any member of the Molson Coors Group, and (ii) all the water
rights and related interests owned or controlled by a
49
member of the Molson Coors Group that are legally and physically capable of
providing water to the Golden Brewery (as defined in the Water Supply Lease).
Section