TiVo 2004 Annual Report Download - page 110

within [*] of the end of the collection/aggregation period selected by DIRECTV. DIRECTV shall pay TiVo [*], for each full lead generation file that TiVo
delivers pursuant to this Section 6.7.
7. REPRESENTATIONS AND WARRANTIES OF TIVO. TiVo represents and warrants to DIRECTV and agrees that:
7.1 Organization, Good Standing and Qualification. TiVo is a corporation duly organized, validly existing and in good standing under the laws of
the state of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. TiVo is duly qualified to transact business
and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.
7.2 Authorization; Binding Obligation. All corporate action on the part of TiVo, its officers, directors and stockholders necessary for the
authorization, execution, and delivery of this Agreement has been taken. The performance of all obligations of TiVo hereunder constitutes valid and legally
binding obligations of TiVo, enforceable against TiVo in accordance with its respective terms.
7.3 No Consents. The execution and delivery of this Agreement in accordance with the terms thereof and the compliance by TiVo with the provisions
hereof or thereof (i) are not and will not be inconsistent with TiVo's Charter or Bylaws, (ii) do not and will not contravene any Laws (as defined below)
applicable to TiVo, and (iii) do not and will not contravene any material provision of, or constitute a default under, any indenture, mortgage, contract, license,
agreement or other instrument of which TiVo is a party or by which it is bound or requires the consent or approval of, the registration with or the taking of any
action in respect of or by, any federal, state or local government authority or agency or other person.
7.4 Laws. TiVo has complied and shall comply with any and all Laws regarding TiVo's development of the Authoring Tools, the Provo Receiver and
Two-Chip Receiver and TiVo's deployment, if applicable, of the Authoring Tools and TiVo's other obligations hereunder. As used herein, "Laws" shall mean
FCC and all other governmental (whether international, federal, state, municipal, or otherwise) statutes, laws, rules, regulations, ordinances, codes, directives,
and orders.
7.5 Ability to Perform. TiVo possesses the technical and other knowledge and other abilities required to timely and fully meet its obligations under
this Agreement.
7.6 Warranty Disclaimer. EXCEPT AS SET FORTH IN THIS SECTION 7, TIVO MAKES NO WARRANTIES AS TO THE PERFORMANCE OF THIS
AGREEMENT OR THE DELIVERABLES OR THE SERVICES TO BE PROVIDED HEREUNDER, AND TIVO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES
IMPLIED AND STATUTORY, WHETHER ARISING FROM COURSE OF DEALING OR USAGE OF TRADE INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.