TiVo 2006 Annual Report Download - page 204

TiVo Party. All material taxes (federal, state, and local) imposed upon the Company or any other TiVo Party or any of its respective properties, operations or
income have been paid and discharged prior to the date when any interest or penalty would accrue for the nonpayment thereof, except for those taxes (a) set
forth on Schedule 5.16 or (b) being contested in good faith by appropriate proceedings diligently prosecuted and with adequate reserves reflected on the
financial statements to the extent required by, and in accordance with, GAAP.
SECTION 5.17. Debt. Set forth on Schedule 5.17 hereto is a complete and accurate list of all Debt of the Company and the other TiVo Parties
outstanding as of the Closing Date (other than Debt incurred pursuant to the Loan Documents), showing as of the Closing Date the obligor and the principal
amount outstanding thereunder.
SECTION 5.18. Liens. Set forth on Schedule 5.18 hereto is a complete and accurate list of all Liens on the property or assets of the Company and
the other TiVo Parties (other than Liens created pursuant to the Collateral Documents) as of the Closing Date, showing as of the Closing Date the lienholder
thereof, the principal amount of the obligations secured thereby and the property or assets of the Company and the other TiVo Parties subject thereto.
SECTION 5.19. Real Property. There is no real property owned by the Company or any other TiVo Party as of the Closing Date.
SECTION 5.20. Leases. Set forth on Schedule 5.20 hereto is a complete and accurate list of all leases of real property under which the Company
or any other TiVo Party is the lessee as of the Closing Date, showing as of the Closing Date the street address, county or other relevant jurisdiction, state,
lessor, lessee, expiration date and annual rental cost thereof. Each lease to which the Company or any other TiVo Party is the lessee is the legal, valid and
binding obligation of the lessor thereof, enforceable in accordance with its terms.
SECTION 5.21. Investments. Set forth on Schedule 5.21 hereto is a complete and accurate list of all Investments held by the Company and the
other TiVo Parties on the Closing Date, showing as of the Closing Date the amount, obligor or issuer and maturity, if any, thereof.
SECTION 5.22. Intellectual Property. Set forth on Schedule 5.22 hereto is a complete and accurate list, as of the Closing Date, of all patents,
trademarks, tradenames, service marks and registered copyrights, and all applications therefor and exclusive licenses thereof (but only to the extent any TiVo
Party is a licensee and such licenses are material to the business of the TiVo Parties), of the TiVo Parties, showing as of the Closing Date the jurisdiction in
which registered, the registration number or application number as applicable, the date of registration or application as applicable, the expiration date, if
applicable and an indication of whether such patent or copyright is exclusively or jointly owned. Each TiVo Party owns, or holds licenses in, all trademarks,
trade names, copyrights, patents, patent rights and licenses that are necessary to the conduct of its core business as currently conducted.
SECTION 5.23. Material Contracts. Set forth on Schedule 5.23 hereto is a complete and accurate list of all Material Contracts of the Company
and the other TiVo Parties, as of the Closing Date. Each Material Contract has been duly authorized, executed and delivered
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