TiVo 2004 Annual Report Download - page 172

verify compliance with this Section 14, which examination right may be exercised [*]. If any such examination reveals a discrepancy in the amount
paid by or to Comcast and the amount that should have been paid by or to Comcast, TiVo shall immediately pay to Comcast the amount of such
discrepancy, [*], provided that, if such discrepancy is [*] of the total amount that should have been paid, (i) TiVo shall [*] and (ii) Comcast shall [*]
notwithstanding the limitation provided above.
(b) Any audit with respect to this Section 14 shall be conducted by an independent public accounting firm or an independent auditing firm
designated by Comcast which shall not be the accounting or auditing firm retained by Comcast Parent to complete its company-wide audit and shall be
paid [*] and not incentivized in any manner by Comcast to identify discrepancies in TiVo's compliance with this Section 14 (the "Auditor"). Any such
audit shall be subject to the confidentiality provisions of this Agreement. If, as a result of an audit conducted hereunder, the Auditor determines that
TiVo has fully complied with this Section 14, then the Auditor shall promptly provide written notice to the Parties stating only that TiVo has so
complied. If, as a result of an audit, the Auditor determines that TiVo has failed to comply with this Section 14, then the Auditor shall promptly
commence good faith discussions with TiVo regarding such non-compliance. If, after such good faith discussions, the Auditor concludes that TiVo has
in fact complied with this Section 14, then the Auditor shall promptly provide written notice to the Parties stating only that TiVo has complied. In the
event that after such good faith discussions, the Auditor concludes that TiVo has not complied with this Section 14, then TiVo shall have the option, at
TiVo's sole election (to be exercised by giving written notice of its election to Comcast [*] following the Auditor's conclusion), to either (i) permit, at
Comcast's election, the amendment of this Agreement consistent with Section 14.2 or (ii) authorize the Auditor to provide to Comcast only that limited
information acquired during the course of the audit as is necessary for Comcast to pursue its claim or claims related to TiVo's non-compliance; any
information that is not so necessary shall not be disclosed to Comcast by the Auditor and shall remain subject to the confidentiality provisions of this
Agreement. Under no circumstances, other than the limited circumstance set forth in clause (ii), above, shall any information acquired during the course
of the audit be disclosed to Comcast by the Auditor.
SECTION 15. REPRESENTATIONS AND WARRANTIES.
15.1 Comcast Representation and Warranties. Comcast represents, warrants and covenants that:
(a) Licensee is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.
Comcast Parent is a corporation duly organized and validly subsisting under the laws of the Commonwealth of Pennsylvania.
(b) Each of Licensee and Comcast Parent has the requisite power and authority to execute and deliver this Agreement and to fully perform its
obligations hereunder. The execution, delivery and performance of this Agreement has been duly authorized by all corporate actions necessary on the
part of Licensee and Comcast Parent. There are no
[*] 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.
28.