TiVo 2006 Annual Report Download - page 201

by each Loan Party of any Loan Document to which it is or is to be a party, or for the consummation of the Transaction, (b) the grant by the Loan Parties of
the Liens granted pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the
first priority nature thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect
of any Collateral pursuant to the Collateral Documents.
SECTION 5.05. Due Execution and Delivery. This Agreement has been, and each other Loan Document to which a Loan Party is a party when
delivered hereunder will have been, duly executed and delivered by such Loan Party. This Agreement is, and each other Loan Document to which a Loan
Party is a party when delivered hereunder will be, the legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in
accordance with its terms.
SECTION 5.06. Litigation. Except as disclosed in Part A of Schedule 5.06, there is no action, suit, investigation, litigation or proceeding to which
the Company or any other TiVo Party is a party (including any Environmental Action), pending or, to the knowledge of the Company, threatened against any
TiVo Party before any court, governmental agency or arbitrator that (a) could reasonably be expected to have a Material Adverse Effect or result in a Material
Adverse Change or (b) purports to affect the legality, validity or enforceability of any Loan Document. A listing of each other action, suit, investigation,
litigation and proceeding affecting the Company or any other TiVo Party as of the Closing Date (including any Environmental Action but excluding any suits
or proceedings by Customers against the Company unless pursuant to a class action), pending, or to the knowledge of the Company threatened before any
court, governmental agency or arbitrator is set forth in Part B of Schedule 5.06 hereto, together with a brief summary thereof and a statement of the relief
sought (including the amount of damages sought, if applicable).
SECTION 5.07. Financial Statements.
(a) The Consolidated balance sheet of the Company and its Subsidiaries as at January 31, 2006, and the related Consolidated statement of income
and statement of cash flows of the Company and its Subsidiaries for the fiscal year then ended, duly certified by the chief financial officer of the Company
and accompanied by an unqualified opinion of KPMG LLP, independent public accountants, copies of which have been furnished to the Administrative
Agent, fairly present the financial condition of the Company and its Subsidiaries as at such date and the results of operations of the Company and its
Subsidiaries for the period ended on such date, all in accordance with GAAP, and since January 31, 2006, there has been no Material Adverse Change.
(b) The Consolidated balance sheet of the Company and its Subsidiaries as at October 31, 2006, and the related Consolidated unaudited
statements of income and cash flows of the Company and its Subsidiaries for the nine months then ended, duly certified by the chief financial officer of the
Company, copies of which have been furnished to the Administrative Agent, fairly present the financial condition of the Company and its Subsidiaries as at
such date and the results of operations of the Company and its Subsidiaries for the period ended on such date, all in accordance with GAAP (subject to
customary and immaterial year-end adjustments).
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