TiVo 2006 Annual Report Download - page 200

SECTION 5.01. Organization and Good Standing. Each TiVo Party (a) is a corporation or limited liability company, as applicable duly
organized, validly existing and in good standing under the laws of its state of incorporation or formation, (b) is duly qualified and in good standing as a
foreign corporation or limited liability company, as applicable in each other jurisdiction in which it owns or leases property or in which the conduct of its
business requires it to so qualify or be licensed and (c) has all requisite corporate (or limited liability company, as applicable) power and authority (including,
without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now
conducted and as proposed to be conducted. Each state and jurisdiction in which any TiVo Party is as of the Closing Date organized or qualified to conduct
business under applicable law is listed on Schedule 5.01. Each outstanding Equity Interest in each TiVo Party has been validly issued, is fully paid and non-
assessable and, other than with respect to the Company, is owned by the Persons listed on Schedule 5.01 in the amounts specified on Schedule 5.01.
SECTION 5.02. Subsidiaries. Set forth on Schedule 5.02 hereto is a complete and accurate list showing as of the Closing Date all Subsidiaries of
each TiVo Party, showing as of the Closing Date (as to each such Subsidiary) the jurisdiction of its organization, the number of shares of each class of its
Equity Interests authorized, and the number outstanding, on the Closing Date and the percentage of each such class of its Equity Interests owned (directly or
indirectly) by such TiVo Party and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights as of
the Closing Date. Except as set forth on Schedule 5.02 (a) all of the outstanding Equity Interests in each TiVo Party's Subsidiaries has been validly issued, are
fully paid and non-assessable; and (b) as of the Closing Date, such Equity Interests are owned by such TiVo Party or one or more of its Subsidiaries free and
clear of all Liens, except those created under the Collateral Documents.
SECTION 5.03. Authorization. The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a
party, and the consummation of the Transaction, are within such Loan Party's corporate (or limited liability company, as applicable) powers, have been duly
authorized by all necessary corporate (or limited liability company, as applicable) action, and do not (a) contravene such Loan Party's charter or bylaws (or
certificate of formation or limited liability company agreement, as applicable), (b) violate any material provision of any law, rule, regulation (including,
without limitation, Regulations T, U, and X), or any material order, writ, judgment, injunction, decree, determination or award, (c) conflict with or result in
the breach of, or constitute a default or require any payment to be made under, any Material Contract, loan agreement, indenture, mortgage, deed of trust,
material lease or other material instrument binding on or affecting such Loan Party or any of its property or (d) except for the Liens created under the Loan
Documents, result in or require the creation or imposition of any Lien upon or with respect to any property of such Loan Party. No Loan Party is in violation
of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement,
indenture, mortgage, deed of trust, lease or other instrument, which violation could reasonably be expected to have a Material Adverse Effect.
SECTION 5.04. Consents. No authorization or approval, consent or other action by, and no notice to or filing with, any governmental authority or
regulatory body or any other third party is required for (a) the due execution, delivery, recordation, filing or performance
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