TiVo 2011 Annual Report Download - page 132

Download and view the complete annual report

Please find page 132 of the 2011 TiVo annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 161

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161

number of DVR Subscribers as of the Calculation Date for each month in a quarter exceeds the Threshold Amount by 100,000, then
AT&T will pay to TiVo Additional Payments in the amount of $[*] for that quarter ($[*] per month) within thirty (30) days after the
last day of that quarter. The Additional Payments under this Section 4.2 are in addition to the Installment Payments to be paid under
Section 4.1.
4.3. Payments; Taxes .
(a) Each payment from AT&T to TiVo under this Agreement, including the Fee payments and any Additional
Payments, shall be made in U.S. dollars in immediately available funds by wire transfer pursuant to the following instructions (or in
accordance with such other wire transfer instructions provided by notice from TiVo):
Bank Name: [*]
SWIFT code: [*]
ABA #: [*]
Account Name: [*]
Account Number: [*]
(b) All Fee payments and Additional Payments shall be remitted so that they are received by TiVo in the amounts
and according to the schedule set forth in Sections 4.1 and 4.2, as applicable. AT&T acknowledges and agrees that, in light of TiVo’s
obligation to forbear from pursuing litigation with respect to the activities that are licensed and/or released hereunder, this Agreement
shall remain in force, and the obligation of AT&T to make the payments to TiVo in accordance with Sections 4.1 and 4.2 shall be
absolute, unconditional, noncontingent (except as otherwise set forth in Section 4.2), noncancellable and nonrefundable, and shall not
be subject to any abatement, set-off, claim, counterclaim, adjustment, reduction or defense for any reason, including, but not limited
to, any claims that TiVo failed to perform under this Agreement, termination or breach of this Agreement, the use or non-use by
AT&T of the license under Section 3.1, or the invalidity, unenforceability, or modification of one or more of the Licensed Patents.
(c) AT&T hereby releases and forever waives any right to challenge or dispute the Fees or any Additional
Payments to be made pursuant to the terms and conditions of this Agreement, except to the extent the Parties have a disagreement with
respect to the accounting for, or calculation of, any of the Additional Payments to be made pursuant to this Agreement.
(d) Fees and other amounts to be paid by AT&T pursuant to this Section 4 are payable in full to TiVo without
reduction for Taxes (including any withholding tax), provided that TiVo timely delivers an IRS W-9 form to AT&T. AT&T shall be
responsible for any and all Taxes however designated, levied, or based on amounts payable to TiVo hereunder and any associated
penalties, fines and attorneys’ fees, but exclusive of United States federal, state and local taxes based solely on TiVo's net income or
gross receipts. All payments under this Agreement will be made by AT&T or its U.S. based designee to TiVo or TiVo’s U.S. based
[*]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.