TiVo 2006 Annual Report Download - page 203

(b) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan which, individually or in the aggregate could
reasonably be expected to result in liabilities to the TiVo Parties in excess of $2,000,000 in the aggregate. The Company and each other TiVo Party is in
compliance in all material respects with all applicable provisions of ERISA.
SECTION 5.15. Environmental.
(a) To the Company's knowledge, the operations and properties of the Company and each other TiVo Party comply in all material respects with
all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been
resolved without ongoing obligations or costs, and no circumstances exist that could (i) form the basis of an Environmental Action against the Company or
any other TiVo Party or any of their respective properties or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or
transferability under any Environmental Law.
(b) To the Company's knowledge, none of the properties currently or formerly owned or operated by the Company or any other TiVo Party is
listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; to the Company's
knowledge, there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or
lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by the Company or any
other TiVo Party or, to its knowledge, on any property formerly owned or operated by the Company or any other TiVo Party; to the Company's knowledge,
there is no asbestos or asbestos-containing material on any property currently owned or operated by the Company or any other TiVo Party; to the Company's
knowledge, and Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by the
Company or any other TiVo Party.
(c) Neither the Company nor any other TiVo Party is undertaking, and has completed, either individually or together with other potentially
responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of
Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the
requirements of any Environmental Law; and, to the Company's knowledge, all Hazardous Materials generated, used, treated, handled or stored at, or
transported to or from, any property currently or formerly owned or operated by the Company or any other TiVo Party have been disposed of in a manner not
reasonably expected to result in material liability to the Company or such TiVo Party.
SECTION 5.16. Taxes. Except as set forth on Schedule 5.16, the Company and each other TiVo Party have timely filed all federal and all other
material required tax returns and reports or have properly and timely filed for extensions of the time for the filing thereof. Except as set forth on Schedule
5.16, the Company has no knowledge of any deficiency, penalty or additional assessment due in connection with any taxes payable by the Company or any
other
35