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Joint Venture Agreement

Category: 270 Legal Recent Posts, Beverage, Joint Venture

JOINT VENTURE AGREEMENT

This Joint Venture Agreement (together with the Exhibits, Schedules and Attachments hereto, this “Agreement”) is made as of the 20th day of December 2007, by and among Molson Coors Brewing Company, a Delaware corporation (“MCBC”), Coors Brewing Company, a Colorado corporation (“CBC”), SABMiller plc, a company formed under the laws of England and Wales (“SABMiller”), Miller Brewing Company, a Wisconsin corporation (“Miller”), and, subject to Section 2.01 hereof, MillerCoors LLC, a Delaware limited liability company to be formed (the “Company”). CBC and Miller are sometimes referred to herein each individually as a “Shareholder” and collectively as the “Shareholders.” The Shareholders, MCBC, SABMiller and the Company are sometimes referred to herein each individually as a “Party” and collectively as the “Parties.”

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(d) Non-Contravention. Except as set forth in Schedule 4.01(d), the execution, delivery and performance by it of the Transaction Documents to which it is a party does not and shall not (i) contravene or conflict with its charter, bylaws or other organizational documents, (ii) assuming compliance with the matters referred to in Section 4.01(c), contravene or conflict with, or constitute a violation of, any provisions of any Applicable Law binding upon it, or (iii) assuming compliance with the matters referred to in Section 4.01(c), constitute a default under, or give rise to any right of termination, cancellation or acceleration of, or to a loss of any benefit to which it is entitled under, any Contract binding upon it or any license, franchise, permit or similar authorization held by it except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not reasonably be expected to be material to the Coors Business.

(e) Litigation. Except as set forth in Schedule 4.01(e), there is, as of the date hereof, no Proceeding pending, or to CBC’s knowledge, threatened against or affecting a Molson Coors Group Company or the Coors Joint Ventures relating to the Coors Business or to the Contemplated Transactions before (or that could come before) any Governmental Authority that would reasonably be expected to result in a Loss to the Coors Business in excess of $2,500,000 or otherwise be material to the Coors Business or the ability of the Parties to timely consummate the Contemplated Transactions.
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