AN ALLEGED VIOLATION OR BREACH
BY A SABMILLER GROUP COMPANY (OR ITS OFFICERS OR DIRECTORS) OF ANY LAW OR
CONTRACT WITH RESPECT TO TRANSFERRING MILLER EMPLOYEES, AND TO MILLER'S
KNOWLEDGE, NO EMPLOYEE OR AGENT OF A SABMILLER GROUP COMPANY HAS COMMITTED ANY
ACT OR OMISSION GIVING RISE TO LIABILITY FOR ANY SUCH VIOLATION OR BREACH.
(III)
TO MILLER'S KNOWLEDGE, NO TRANSFERRING MILLER 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 SABMILLER GROUP COMPANY, AS APPLICABLE,
THAT WOULD BE MATERIAL TO THE PERFORMANCE OF SUCH EMPLOYEE'S EMPLOYMENT DUTIES,
OR THE ABILITY OF ANY SABMILLER GROUP COMPANY (OR THE COMPANY) TO CONDUCT THE
MILLER BUSINESS.
65
(IV)
WITH RESPECT TO THE CONTEMPLATED TRANSACTIONS, ANY NOTICE REQUIRED
UNDER ANY LAW OR COLLECTIVE BARGAINING AGREEMENT APPLICABLE TO THE MILLER
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 SABMILLER GROUP COMPANY HAS, WITH
RESPECT TO THE MILLER BUSINESS, IMPLEMENTED ANY PLANT CLOSING OR LAYOFF OF
EMPLOYEES THAT WOULD REASONABLY BE EXPECTED TO RESULT IN ANY LIABILITY UNDER THE
WARN ACT, AND NO SUCH ACTION WILL BE IMPLEMENTED WITHOUT ADVANCE NOTIFICATION TO
CBC.
(U)
FINDERS' FEES.
EXCEPT AS SET FORTH IN SCHEDULE 4.02(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.
ARTICLE V
COVENANTS AND AGREEMENTS OF THE PARTIES
SECTION 5.01
CONFIDENTIALITY.
THE PARTIES AGREE THAT THE
CONFIDENTIALITY AGREEMENT BY AND AMONG SABMILLER AND MCBC, AS AMENDED AS OF
OCTOBER 26, 2006 (THE "CONFIDENTIALITY AGREEMENT") SHALL CONTINUE IN FULL FORCE
AND EFFECT UNTIL OTHERWISE AGREED BY THE PARTIES OR UNTIL IT EXPIRES PURSUANT TO
ITS TERMS.
SECTION 5.02
CERTAIN INTELLECTUAL PROPERTY MATTERS.
MCBC, CBC and the Company shall enter into the Molson Coors IP License
Agreement, SABMiller, Miller and the Company shall enter into the Miller IP
License Agreement, and each of the Parties shall enter into the Brand
Cooperation Agreement, in each case effective as of the Closing.
SECTION 5.03
CONDUCT OF COORS BUSINESS.
(A)
FROM THE DATE HEREOF TO THE CLOSING DATE, EXCEPT AS OTHERWISE
PROVIDED IN OR CONTEMPLATED BY THE TRANSACTION DOCUMENTS OR AS SET FORTH ON
SCHEDULE 5.03, AND EXCEPT TO THE EXTENT THAT SABMILLER SHALL OTHERWISE GIVE ITS
PRIOR WRITTEN CONSENT (WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD OR
DELAYED), MCBC AND CBC SHALL CAUSE THE MOLSON COORS GROUP TO: (I) CONDUCT THE
COORS BUSINESS IN THE ORDINARY COURSE CONSISTENT WITH PAST PRACTICE AND IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH APPLICABLE LAWS; (II) PAY OR PERFORM
ALL ITS MATERIAL OBLIGATIONS WITH RESPECT