TiVo 2006 Annual Report Download - page 206

SECTION 5.29. Permits, Etc. Each TiVo Party has, and is in compliance with, all permits, licenses, franchises, authorizations, approvals,
entitlements and accreditations required for such Person lawfully to own, lease, manage or operate its business except for such permits, licenses, franchises,
authorizations, approvals, entitlements and accreditations the absence of which could not reasonably be expected to result in a Material Adverse Effect. No
condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation,
impairment, forfeiture or non-renewal of any such permit, license, franchises, authorization, approval, entitlement or accreditation, and to the Company's
knowledge, there is no claim that any thereof is not in full force and effect.
SECTION 5.30. Employee and Labor Matters. There is (a) no unfair labor practice complaint pending or, to the Company's knowledge,
threatened against any TiVo Party before any governmental authority and no grievance or arbitration proceeding pending or, to the Company's knowledge,
threatened against any TiVo Party which arises out of or under any collective bargaining agreement that singly or in the aggregate could reasonably be
expected to have a Material Adverse Effect, (b) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the knowledge of
the Company, threatened against any TiVo Party that singly or in the aggregate could reasonably be expected to have a Material Adverse Effect and (c) no
union representation question existing with respect to the employees of any TiVo Party and, to the Company's knowledge, no union organizing activity taking
place with respect to any of the employees of any of them that singly or in the aggregate could reasonably be expected to have a Material Adverse Effect.
Neither any TiVo Party nor any ERISA Affiliate of any TiVo Party has incurred any liability or obligation under the Worker Adjustment and Retraining
Notification Act ("WARN") or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each TiVo
Party have not been in material violation of the Fair Labor Standards Act or any other applicable legal requirements. All material payments due from any
TiVo Party on account of workers compensation, wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability
on the books of such TiVo Party.
SECTION 5.31. Customer and Trade Relations. There exists no actual or, to the knowledge of the Company, threatened termination, cancellation
or limitation of the agreement listed as item 32 on Schedule 5.23, or the agreement listed as item 33 on Schedule 5.23 that could reasonably be expected to
have a Material Adverse Effect.
SECTION 5.32. Contracts. No person has any right to acquire any TiVo Party's customer contracts and related accounts other than a TiVo Party's
creditors who have a Lien thereon. No TiVo Party has sold or otherwise made its customer lists available in violation of the Company's privacy policy.
SECTION 5.33. TiVo Brands LLC and TiVo International, Inc. TiVo Brands LLC holds no assets other than trademarks, tradenames and service
marks relating to the TiVo Parties and conducts no business other than the licensing of such trademarks, tradenames and service marks. TiVo International,
Inc. holds no assets other than non-U.S. intellectual property (excluding trademarks, tradenames and service marks) and conducts no business other than the
licensing of such intellectual property (excluding trademarks, tradenames and service marks).
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