TiVo 2004 Annual Report Download - page 173

contractual or other legal obligations which will in any way interfere with either Licensee's or Comcast Parent's full performance of this Agreement.
The individual executing this Agreement on behalf of each of Licensee and Comcast Parent has the authority to do so.
15.2 TiVo Representations and Warranties. TiVo represents, warrants and covenants that, except as previously disclosed in writing to Comcast:
(a) TiVo is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) TiVo 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 TiVo. There are no
contractual or other legal obligations of TiVo which will in any way interfere with TiVo's full performance of this Agreement, or restrict or interfere
with the full scope of Comcast's license rights under this Agreement. The individual executing this Agreement on behalf of TiVo has the authority to do
so.
(c) To the best of TiVo's knowledge, as of the Effective Date, no TiVo Experience IP, TIMS IP or TiVo Mark violates or infringes the
Intellectual Property Rights of any other Person. Neither TiVo nor any TiVo Affiliate is aware of any claim, allegation, assertion or notification that any
of the TiVo Experience IP, TIMS IP or TiVo Marks violates or infringes the Intellectual Property Rights of any other Person (x) with a reasonable
basis, (y) brought by a Person that is reasonably likely to file suit or initiate a formal proceeding in an appropriate forum, or (z) for which TiVo is
reasonably likely to pay more than [*] to settle such claim. TiVo agrees [*] that it will not knowingly design the TiVo Experience Software or the TIMS
Solution in a manner that violates or infringes the Intellectual Property Rights of any other Person.
(d) TiVo has and, throughout the Term, will have the right to grant the rights and licenses granted herein, and any and all liens, restrictions,
charges, claims and encumbrances on the TiVo Experience Software or TIMS Solution are and shall remain subject to the rights and licenses granted
herein; provided that TiVo's obligations under Section 16.1 shall be the sole remedy for any claims of infringement or violation of any Intellectual
Property Rights. TiVo has obtained and, throughout the Term, will maintain all licenses, permits, exemptions, authorizations and consents necessary to
fully perform this Agreement.
(e) Neither the TiVo Experience Software nor the TIMS Solution (both of the foregoing in the form delivered by TiVo) will contain any virus,
worm, trap door, back door, timer, clock, counter, Trojan Horse, or other limiting routine, instruction or design (excluding copy and DRM protection
technologies, password implementations or other security features and functionalities) that will erase data or programming, permit a Person to
improperly access any Comcast Product with which such TiVo Experience Software or TIMS Solution is integrated or otherwise cause any Comcast
Product or Comcast System (or portion thereof) with which such TiVo Experience Software or TIMS Solution is integrated to become inoperable or
incapable of
[*] 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.
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