Equity Purchase Agreement

Exhibit 10.54   Equity Purchase Agreement By And Among Gemstar-TV Guide International, Inc., UV Corporation, TV Guide Entertainment Group, Inc., Lions Gate Entertainment, Inc., And Solely With Respect To Sections 9.5, 9.7 And 9.8 And Articles V(C), XII And
XIII Macrovision Solutions Corporation January 5, 2009  

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List Of Exhibits

EQUITY PURCHASE AGREEMENT       This Equity Purchase Agreement (this " Agreement ") is made and entered into as of January 5, 2009 (the " Agreement Date ") by and among Gemstar-TV Guide International, Inc., a Delaware corporation (" Seller "); UV Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Seller (" Stockholder "); the Company (as defined below); Lions Gate Entertainment, Inc., a Delaware corporation (" Buyer "); and solely with respect to Sections 9.5, 9.7 and 9.8 and Articles V(C), XII and XIII, Macrovision Solutions Corporation, a Delaware corporation (" Parent "). RECITALS       A.  The parties intend that, subject to the terms and conditions hereinafter set forth, at the Closing, Buyer shall purchase (the " Purchase ") from Stockholder and Stockholder shall sell to Buyer all of the issued and outstanding equity interests of the Company (the " Equity Interests ") on the terms and subject to the conditions set forth in this Agreement.       B.  The Boards of Directors of each of Buyer, the Company, Stockholder and Parent have determined that the transactions contemplated by this Agreement are in the best interests of their respective stockholders, and have approved and declared advisable this Agreement and the transactions contemplated hereby.       C.  Buyer, the Company and Stockholder desire to make certain representations, warranties, covenants and agreements in connection with the Purchase and to prescribe various conditions to the Purchase.       Now, Therefore, in consideration of the foregoing and the mutual promises, covenants and conditions contained herein, the parties hereby agree as follows: ARTICLE I
CERTAIN DEFINITIONS      As used in this Agreement, the following terms shall have the meanings set forth below. Unless indicated otherwise, all mathematical calculations contemplated hereby shall be made to the fifth decimal place.      " Action " means any claim, action, suit, inquiry, proceeding, audit or investigation by or before any Governmental Authority, or any other arbitration, mediation or similar proceeding.      " affiliate " means, with respect to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person.      " Affiliated Group " means each consolidated, combined or affiliated group of companies of which the Company and/or any of its Subsidiaries is, or was at any time, part.      " Applicable Law " means, collectively, all United States federal, state, local or municipal laws, foreign laws, statutes, ordinances, regulations, and rules, and all orders, writs, injunctions,

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awards, requests, judgments and decrees of any Governmental Authority applicable to the assets, properties and business (and any regulations promulgated thereunder) of the applicable company or entity.      " Buyer Ancillary Agreements " means, collectively, each certificate to be delivered on behalf of Buyer by an officer or officers of Buyer at the Closing pursuant to Article X and each agreement or document (other than this Agreement) that Buyer is to enter into as a party thereto pursuant to this Agreement.      " Carriage Agreements " means those agreements set forth on Section 4.10(a)(ii) of the Disclosure Schedule.      " Cash " means cash and cash equivalents determined in accordance with GAAP.      " Closing " means the closing of the transactions contemplated by this Agreement.      " Closing Date " means the date on which the Closing shall occur, as specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article X, or at such other time and date as the parties hereto agree in writing.      " Closing Date Balance Sheet " means the unaudited combined balance sheet of the Network Business, as of the Closing Date and immediately prior to the Effective Time that has been prepared in a manner consistent with the Balance Sheet except for the Closing Date Balance Sheet Exceptions.      " Closing Date Balance Sheet Exceptions " means the following: (A) no depreciation expense has been recognized during the period between the Balance Sheet Date and the Closing Date Balance Sheet for any Network Business, (B) no amortization expense has been recognized during the period between the Balance Sheet Date and the Closing Date Balance Sheet for any Network Business, and (C) during the period between the Balance Sheet Date and the Closing Date Balance Sheet, assets related to the business of syndicating TV listings and video search functionality to third parties will have been transferred out of TVGuide.com.      " Company " means TV Guide Entertainment Group, Inc., a Delaware corporation.      " Company Ancillary Agreements " means, collectively, each certificate to be delivered on behalf of the Company by an officer or officers of the Company at the Closing pursuant to Article X and each agreement or document (other than this Agreement) that the Company is to enter into as a party pursuant to this Agreement.      " Contract " means any written or oral legally binding contract, agreement, instrument, arrangement, commitment, understanding or undertaking (including leases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts and purchase orders).      " control " (including, with its correlative meanings, " controlled by " and " under common control with ") means the possession, directly or indirectly, of the power to direct or

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cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.      " Credit Agreement " means that certain Credit Agreement dated as of May 2, 2008 among Parent, Macrovision Corporation, the Guarantors Party thereto, the Lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.      " Disclosure Schedule " means the disclosure schedule dated as of the Agreement Date and delivered by the Company to Buyer on the Agreement Date listing any disclosures to be made pursuant to the representations and warranties of the Company herein (each of which disclosures, in order to be effective, shall clearly indicate the section and, if applicable, the subsection of Article IV to which it relates (unless and only to the extent the relevance to other representations and warranties is clearly apparent from the actual text of the disclosures without reference to further documentation), and each of which disclosures shall also be deemed to be a representation and warranty made by the Company under Article IV hereof).      " Effective Time " means the time of the consummation of the Purchase or such later time as may be mutually agreed by Buyer, Parent and the Company.      " Encumbrance " means, with respect to any tangible or intangible asset, any mortgage, deed of trust, encumbrance, pledge, charge, security interest, title retention device, collateral assignment, adverse claim, restriction or other encumbrance of any kind in respect of such asset (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset), including with respect to any security, any adverse claim or third party right or interest, right of first refusal, preemptive right or restriction of any nature, or other right of third parties, whether voluntarily incurred or arising by operation of law, and including, without limitation, any agreements to give any of the foregoing in the future, and any contingent sale or other title retention agreement in the nature thereof. For purposes of clarification only, an inability to sell a security without registering such security for sale under the Securities Act or other federal or state securities laws shall not represent an Encumbrance.      " Escrow Agreement " means that certain Escrow Agreement, in a customary and mutually agreed upon form, by and among Buyer, Seller and Wells Fargo Bank, N.A., as escrow agent.      " Exchange Act " means the Securities Exchange Act of 1934, as amended.      " Expiration Date " means 11:59 p.m. California time on the date that is the fifteenth (15th) month anniversary of the Closing Date.      " GAAP " means United States generally accepted accounting principles, applied on a consistent basis.      " GAAP Exceptions " means the following: (A) no accounting for income taxes; (B) no accounting for Parent’s Employee Stock Purchase Plan; and (C) not all purchase accounting entries related to Parent’s purchase of Seller have been pushed down to the Network Business.

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     " Governmental Authority " means any United States or foreign governmental or regulatory agency, commission, court, body, entity or authority.      " Immediate Family " with respect to any specified Person, means such Person’s spouse, parents, children and siblings, including adoptive relationships and relationships through marriage, or any other relative of such Person that shares such Person’s home.      " Indebtedness " means, without duplication, (A) obligations for borrowed money or obligations evidenced by notes, bonds, debentures or similar instruments (including all outstanding principal, prepayment premiums, if any, change of control premiums, and accrued interest, fees and expenses related thereto) other than intercompany borrowings from an affiliate, (B) obligations in respect of capitalized leases (including the obligation in respect to the capitalized satellite transponder lease) or to pay the deferred purchase price of property or services, (C) obligations to perform services in respect of which payment has been received (except deferred revenue), (D) obligations in respect of letters of credit, acceptances or similar obligations, (E) obligations in respect of interest rate cap agreements, interest rate swap agreements, foreign currency exchange contracts or other hedging contracts, (F) bank overdrafts (for the avoidance of doubt, any cash clearing account is not considered a bank overdraft or Indebtedness) and (G) any guarantee of the obligations of another Person with respect to any of the foregoing.      " Indemnity Escrow Fund " means the amount escrowed pursuant to Section 12.6 hereof and maintained in accordance with the Escrow Agreement.      " Intellectual Property " means all intellectual property rights arising under the laws of the United States or any other jurisdiction, including without limitation: (A) trade names, trademarks and service marks (registered and unregistered), domain names, logos, trade dress and similar rights, including all common law rights and all combinations thereof and all goodwill associated with the foregoing, and all registrations and applications to register any of the foregoing (collectively, " Marks "); (B) patents and patent applications (including all reissues, divisions, continuation, continuation-in-part, extensions and reexaminations), and rights in respect of utility models or industrial designs (collectively, " Patents "); (C) copyrights, whether registered or unregistered, statutory or common law (including copyrights in software programs) and copyrightable works and registrations and applications therefor in all nations throughout the world, including but not limited to all derivative works, moral rights, renewals, extensions, reversions or restorations of copyrights, now or hereafter provided by law (collectively, " Copyrights "); and (D) know-how, inventions, discoveries, methods, processes, technical data, specifications, research and development information, computer software, technology, data bases and other proprietary or confidential information, including customer lists, in each case that derives economic value (actual or potential) from not being generally known to other Persons who can obtain economic value from its disclosure, but excluding any Copyrights or Patents that cover or protect any of the foregoing (collectively, " Trade Secrets ").      " knowledge " means, with respect to any party to this Agreement, the actual knowledge (after due inquiry) of a particular fact, circumstance, event or other matter in question of the Chief Executive Officer, Chief Financial Officer and General Counsel (as applicable) of such party.

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     " Material Adverse Effect " when used with respect to an entity (which shall for this purpose mean the Network Business) means any change, event, circumstance, condition or effect that materially impairs the ability of such entity to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, or that is or is reasonably likely to be, individually or in the aggregate, materially adverse to the condition (financial or otherwise), assets (including intangible assets), liabilities, business, operations or results of operations of such entity and its Subsidiaries, taken as a whole; provided , however , that in no event shall any of the following be taken into account in determining whether there has been or will be a Material Adverse Effect with respect to an entity: (A) any effect resulting directly from the entity taking an action expressly required to be taken by it pursuant to the terms and conditions of this Agreement, (B) with respect to the Company, any effect resulting from a change in the industry in which the Company operates or in the worldwide economy generally which does not effect the Company in a disproportionate manner relative to other participants in the industry, (C) any adverse effect resulting from any change in Applicable Law or in accounting requirements or principles required under GAAP, (D) any failure to meet internal revenue or earnings projections ( provided , that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of Material Adverse Effect may be taken into account in determining whether there has been, a Material Adverse Effect), (E) any effect resulting from any acts of terrorism, war or natural disaster, or (F) any effect resulting from or relating to the announcement, negotiation, execution or performance of this Agreement or the transactions contemplated hereby.      " Network Business " means the business of each of (A) TV Guide Network, (B) TV Guide Network Broadband, (C) TV Guide Network Mobile, (D) TVGuide.com; and (E) TV Guide Network Video on Demand; provided , that (i) when this term is used in connection with the Financial Statements, " Network Business " shall not include either TV Guide Network Mobile or TVGuide.com, and (ii) when this term is used in connection with the Interim Financial Statements " Network Business " shall not include TVGuide.com. For the avoidance of doubt, TV Guide Network Mobile was first included in the Network Business on May 2, 2008.      " Net Working Capital " means (A) the Network Business’ combined total current assets, excluding (i) cash, (ii) any intercompany payables or receivables and (iii) deferred tax assets as of the Closing Date, less (B) the Network Business’ combined total current liabilities, excluding (i) any cash clearing accounts, (ii) any intercompany payables or receivables and (iii) deferred Tax liabilities as of the Closing Date; each of (A) and (B) as calculated in accordance with GAAP, subject to the GAAP Exceptions. For the avoidance of doubt, in calculating Net Working Capital, the term Network Business shall include each of (A) TV Guide Network, (B) TV Guide Network Broadband, (C) TV Guide Network Mobile, (D) TVGuide.com; and (E) TV Guide Network Video on Demand.      " Net Working Capital Decrease " means the amount by which the Net Working Capital is less than $6,000,000.      " Net Working Capital Increase " means the amount by which the Net Working Capital is greater than $6,000,000.

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     " Permitted Encumbrances " means (A) statutory Encumbrances for taxes that are not yet due and payable; (B) statutory Encumbrances to secure obligations to landlords, lessors or renters under leases or rental agreements (including, without limitation, the Encumbrances related to the satellite transponder lease); (C) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance or other social security or similar programs mandated by Applicable Law; (D) statutory Encumbrances in favor of carriers, repairers, servicers, bailees, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like Encumbrances; or (E) any minor imperfection of title or similar Encumbrances, charges or encumbrances which individually or in the aggregate with other such Encumbrances, charges and encumbrances does not impair the value of the property subject to such Encumbrance, charge or encumbrance or the use of such property by the Company or its Subsidiaries. Prior to the Closing, " Permitted Encumbrances " shall also mean any security interest in the Equity Interests and the assets of the Company and its Subsidiaries securing the guarantees by Stockholder, the Company and the Company’s Subsidiaries of the obligations under the Credit Agreement.      " Person " means any individual, corporation, company, limited liability company, partnership, limited liability partnership, trust, estate, proprietorship, joint venture, association, organization, entity or Governmental Authority.      " Related Party " with respect to any specified Person means: (A) any affiliate of such specified Person, or any director, executive officer, general partner or managing member of such affiliate; (B) any Person who serves or within the past five years has served as a director, executive officer, partner, member or in a similar capacity of such specified Person; (C) any Immediate Family member of a Person described in clause (B); or (D) any other Person who holds, individually or together with any affiliate of such other Person and any member(s) of such Person’s Immediate Family, more than 5% of the outstanding equity or ownership interests of such specified Person.      " Representatives " means officers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives.      " Restructuring " means the restructuring of the various Subsidiaries of Parent prior to the Closing Date, in accordance with the plan set forth at Exhibit G .      " Securities Act " means the Securities Act of 1933, as amended.      " Seller Parties " means Seller, Stockholder, the Company and Parent.      " Subsidiary " means, with respect to any other party, any corporation or other entity, whether incorporated or unincorporated, of which (A) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party or any Subsidiary of such party do not have a majority of the voting interest in such partnership) or (B) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization or a majority of the profit

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interests in such other organization is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries.      " Tax " (and, with correlative meaning, " Taxes ") means (A) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, value-added, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom duty and import and export taxes, provincial health insurance plan premiums, employer health tax, United States or other government pension plan contributions, employment insurance premiums, workman’s compensation and other payroll taxes, deductions at source, non-resident withholding, social service provincial sales and goods and services taxes, including estimated taxes, countervail and anti-dumping fees and taxes, all licenses and registration fees, escheat, any related penalties, or other tax, governmental fee or other like assessment, reassessment or charge, duties, impositions and liabilities of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Authority responsible for the imposition of any such tax, (B) any liability for the payment of any amounts of the type described in clause (A) of this sentence as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group for any taxable period, and (C) any liability for the payment of any amounts of the type described in clause (A) or (B) of this sentence as a result of being a transferee of or successor to any Person or as a result of any express or implied obligation to indemnify any other Person.      " Tax Return " means any return, report or similar filing (including the attached schedules) required to be filed with respect to Taxes, including any information return, claim for refund, amended return or declaration of estimated Taxes.      " Total Consideration " means (A) $255,000,000 minus (B) any Indebtedness of the Company or its Subsidiaries outstanding as of the Closing plus (C) any Cash of the Company and its Subsidiaries as of the Closing, plus (D) the Net Working Capital Increase, if any, estimated in accordance with Section 3.4(a), minus (E) the Net Working Capital Decrease, if any, estimated in accordance with Section 3.4(a).      " TVGuide.com " means the public web business currently located at www.tvguide.com, www.jumptheshark.com, www.tvshowsondvd.com, www.fansofrealitytv.com, www.m.tvguide.com and www.tv-now.com and which as of the Agreement Date contains TV listings with entertainment and TV-related content and products; provided , however , that TVGuide.com shall not include the business of syndicating TV listings, IPGs or video search functionality to third parties. For purposes of this definition, " syndicating " shall mean (a) any relationship whereby data, IPGs or video search functionality is delivered by (or at the request of) Licensee’s web sites to or on behalf of a third party web site, application or service for display to others, regardless of whether or not by web affiliate, in-line linking, RSS, redirects, framing or co-branding relationships, or other relationships in which content is served into a third party’s web page, service, product or application; or (b) serving an IPG into, or using an IPG to control, a television, set top box, recorder, wireless device or other consumer electronics device for the express purpose of tuning, or otherwise controlling, that television, set top box, recorder, wireless device or other consumer electronics device. For the avoidance of doubt, " syndicating " shall not include the distribution of any isolated per program references or other

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isolated pieces of information, or links to video content (with or without sound) which appear within an article. For the further avoidance of doubt, TVGuide.com shall not include the listing grid technology, IPGs, listings containers or online video guide search technology, all of which are licensed to Buyer in the Licensed Asset agreement. TVGuide.com shall also not include listings applications such as the iGoogle gadget.      " TV Guide Network " means the linear broadcast cable television network that provides entertainment and television guidance related programming to multi-channel video system operators, which is currently known as TV Guide Network.      " TV Guide Network Broadband " means an advertiser supported, video-on-demand service featuring short-form and originally-produced and edited entertainment programs which is distributed on major video portals.      " TV Guide Network Mobile " means the business of repurposing TV Guide Network television programming for mobile devices, which is currently solely comprised of the Verizon V CAST deal in 2008.      " TV Guide Network Video on Demand " means an advertiser supported, video-on-demand television programming services featuring short-form, originally-produced entertainment programs." Index of Other Defined Terms

ARTICLE II
THE RESTRUCTURING       2.1 Restructuring . Prior to the Closing, each of the Company and its Subsidiaries shall effect the Restructuring. ARTICLE III
THE EQUITY PURCHASE       3.1 Agreement to Sell and Purchase . At the Closing,            (a) Stockholder shall sell, transfer and deliver to Buyer, and Buyer shall purchase and accept from Stockholder, free and clear of any Encumbrance and with the benefits of all rights whatsoever attaching or accruing to such Equity Interests on or after the Closing Date, the Equity Interests held by Stockholder;            (b) Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and accept from Seller all of the Seller’s right, title and interest (including all liabilities, costs, expenses and obligations arising subsequent to the Closing) in the real property and other leases identified on Section 3.1(b) of the Disclosure Schedule;            (c) Seller and Gemstar Development Corporation shall assign to Buyer all of such entities’ right, title and interest in and to the Marks listed in Section 3.1(c) of the Disclosure Schedule pursuant to the trademark assignment and assumption agreements substantially in the form attached hereto as Exhibit D-1 and Exhibit D-2 (together, the " Trademark Assignment Agreements "); and            (d) Buyer shall grant to Seller a trademark license to use the Marks listed in Section 3.1(d) of the Disclosure Schedule pursuant to a trademark license agreement substantially in the form attached hereto as Exhibit E (the " Trademark License Agreement ").            (e) Seller or its affiliates shall grant to Buyer a license to use the Licensed Assets (as such term is defined in the Licensed Assets Agreement in the form attached hereto as Exhibit F (the " Licensed Assets Agreement ")).

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      3.2 The Closing . Unless otherwise mutually agreed in writing by the Company and Buyer, the Closing shall take place at the offices of Cooley Godward Kronish LLP, 3175 Hanover Street, Palo Alto, CA 94304, at 9:00 a.m. (California time) on the business day following the day on which the last to be satisfied or waived of the conditions set forth in Article X (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) shall be satisfied or waived in accordance with this Agreement.       3.3 Payment of Total Consideration at the Closing . At the Closing, Buyer shall cause the Total Consideration (less the amount delivered to the Indemnity Escrow Fund pursuant to Section 12.6) to be delivered to Stockholder by wire transfer of immediately available funds to such accounts as such Stockholder specifies in written instructions to Buyer prior to the Closing.       3.4 Post-Closing Adjustments .            (a) Not less than five (5) business days prior to the scheduled Closing Date, the Company shall deliver to Buyer an estimated Closing Date Balance Sheet. The Closing Date Balance Sheet shall present fairly, on a good faith basis, the estimated financial position of the Network Business as of the Closing Date, subject to the GAAP Exceptions and the Closing Date Balance Sheet Exceptions. Such Closing Date Balance Sheet shall serve as the basis for the estimate of the Net Working Capital as of Closing for purposes of calculating the Total Consideration on the Closing Date.            (b) Within ninety (90) days of the Closing Date, Buyer shall cause to be prepared and delivered to Stockholder an updated unaudited combined balance sheet of the Network Business as of the Closing Date (the " Post-Closing Balance Sheet ") prepared in a manner consistent with the Balance Sheet, subject to the Closing Date Balance Sheet Exceptions, together with Buyer’s calculation of the Net Working Capital as of the Closing Date.            (c) Stockholder shall have thirty (30) days following the date of delivery by Buyer to Stockholder of the Post-Closing Balance Sheet to provide Buyer with a written certificate confirming that the Net Working Capital as set forth in the Post-Closing Balance Sheet is correct (the " Confirmation Certificate ") or notifying Buyer in writing of any good faith reasonable objections to the calculation of the Net Working Capital as set forth on the Post-Closing Balance Sheet (a " Balance Sheet Dispute Notice "), setting forth a reasonably specific and detailed description of such objections. If a Confirmation Certificate is delivered by Stockholder pursuant to this Section 3.4(c), then the Net Working Capital calculated by Buyer in connection with the preparation of the Post-Closing Balance Sheet shall be deemed to be final and binding on the parties to this Agreement. During the 30-day period immediately following Stockholder’s receipt of the Post-Closing Balance Sheet, Stockholder shall be permitted to review Buyer’s working papers related to the preparation of the Post-Closing Balance Sheet and determination of the Net Working Capital.            (d) If Stockholder shall object to the Post-Closing Balance Sheet or Buyer’s calculation of the Net Working Capital as reflected in the Balance Sheet Dispute Notice, a representative of Buyer, on the one hand, and Stockholder, on the other, shall attempt in good

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faith to resolve any such objections within ten (10) business days of the receipt by Buyer of the Balance Sheet Dispute Notice.            (e) If Stockholder and Buyer shall be unable to resolve any such dispute within the ten (10) business day period, Stockholder and Buyer (either together or separately) shall be entitled to submit the dispute to a mutually agreed upon independent accounting firm (the " Independent Accountant ") for review and resolution of all matters (but only such matters) which remain in dispute, and the Independent Accountant shall make a final determination of the Net Working Capital to the extent such amount is in dispute, in accordance with the guidelines and procedures set forth in this Agreement. Each of Stockholder, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Representatives to provide full cooperation to the Independent Accountant. The Independent Accountant shall (i) act in its capacity as an expert and not as an arbitrator, (ii) limit its review to such items and calculations as were addressed in the Balance Sheet Dispute Notice that have not been resolved by the parties and any factual or mathematical errors contained in the information provided to or by Buyer and (iii) be instructed to reach its conclusions regarding any such dispute within thirty (30) days after its appointment and provide a written explanation of its decision. In resolving any matters in dispute, the Independent Accountant may not assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or Stockholder, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or Stockholder, on the other hand. The Independent Accountant’s determination will be based solely on presentations by Buyer and Stockholder which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Post-Closing Balance Sheet and the determination of the Net Working Capital shall become final and binding on the parties on the date the Independent Accountant delivers its final resolution in writing to the parties. The fees and expenses of the Independent Accountant shall be paid by the party determined by the Independent Accountant to be the non-prevailing party in connection with the dispute; provided , however , that if the Independent Accountant shall determine in its reasonable discretion that neither party shall be the non-prevailing party, then such fees and expenses shall be borne 50% by Stockholder and 50% by Buyer.            (f) If Stockholder does not deliver a Balance Sheet Dispute Notice in accordance with Section 3.4(c) above (i.e., within the 30-day period specified therein), the Post-Closing Balance Sheet (together with Buyer’s calculation of the Net Working Capital set forth on the Post-Closing Balance Sheet) shall be deemed to have been accepted by all of the parties to this Agreement. In the event that Stockholder delivers a Balance Sheet Dispute Notice in accordance with the provisions above and Stockholder and Buyer are able to resolve such dispute by mutual agreement, the Post-Closing Balance Sheet, together with the calculation of the Net Working Capital, to the extent modified by the mutual agreement of such parties, shall be deemed to have been accepted by all of the parties to this Agreement. In the event that Stockholder delivers a Balance Sheet Dispute Notice in accordance with the provisions set forth above and Stockholder and Buyer are unable to resolve such dispute by mutual agreement, the determination of the Independent Accountant shall be final and binding on the parties, and the Post-Closing Balance Sheet, together with the calculation of the Net Working Capital, to the extent modified by the Independent Accountant, shall be deemed to have been accepted by all of the parties to this Agreement.

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           (g) In the event that it is determined that the Net Working Capital shall have been overstated in the calculation of the Total Consideration for purposes of the Closing, Stockholder shall deliver to Buyer such overstated amount by wire transfer of immediately available funds to such accounts as Buyer specifies in written instructions to Stockholder within three (3) business days following the final determination of such amounts pursuant to this Section 3.4.            (h) In the event that it is determined that the Net Working Capital shall have been understated in the calculation of the Total Consideration for purposes of the Closing, Buyer shall deliver to Stockholder such understated amount by wire transfer of immediately available funds to such accounts as Stockholder specifies in written instructions to Buyer within three (3) business days following the final determination of such amounts pursuant to this Section 3.4.       3.5 Further Assurances . If, at any time before or after the Closing, any of the parties hereto reasonably believes or is advised by their attorneys that any further instruments, deeds, assignments or assurances are reasonably necessary to consummate the transactions contemplated hereby or to carry out the purposes and intent of this Agreement at or after the Closing, then Stockholder, the Company, Buyer and their respective officers and directors shall execute and deliver all such proper deeds, assignments, instruments and assurances and do all other things reasonably necessary to consummate the transactions contemplated hereby and to carry out the purposes and intent of this Agreement.       3.6 Tax Withholding .            (a) Buyer or any agent of Buyer shall be entitled to deduct and withhold from the Total Consideration or other payment otherwise payable pursuant to this Agreement the amounts required to be deducted and withheld under the Internal Revenue Code of 1986, as amended (the " Code "), or any provision of state, local or foreign tax law, with respect to the making of such payment. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.            (b) Stockholder agrees to furnish Buyer with a non-foreign certification (in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2). ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY      Subject to the disclosures set forth in the Disclosure Schedule, the Company represents and warrants to Buyer that the statements contained in this Article IV are true and correct, on and as of the Agreement Date (except to the extent expressly made as of an earlier date, in which case such statements are true and correct as of such date), except for those representations and warranties that may be directly or indirectly affected by the consummation of the Restructuring, in which case such statements are true and correct on and as of the effective date of the Restructuring and would be true as of the Agreement Date if the Restructuring were effected immediately prior to the Agreement Date, as applicable:

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      4.1 Organization and Good Standing . The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own, operate and lease its properties and to carry on the Network Business. The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where failure to be so qualified or licensed could not reasonably be expected to result in a Material Adverse Effect on the Company. The Company is not in violation of its organizational documents as amended to date.       4.2 Subsidiaries . Each Subsidiary of the Company is identified on Section 4.2 of the Disclosure Schedule, together with a listing of the jurisdiction in which each such Subsidiary is organized. Each such Subsidiary is an entity duly formed or organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed or organized. Each such Subsidiary has all requisite power and authority to own, operate and lease its properties and to carry on its business as now being conducted and is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where failure to be so qualified or licensed could not reasonably be expected to result in a Material Adverse Effect on such Subsidiary. No Subsidiary is in violation of its organizational documents as amended to date.       4.3 Capitalization of the Company .            (a) Company Capitalization . The authorized capital stock of the Company consists of 1,000 shares of Company Common Stock, of which 100 shares are issued and outstanding, all of which outstanding shares are held by Stockholder. The Equity Interests have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts and the Company has received all consideration due to it in connection with the sale and issuance of such Equity Interests.            (b) No Other Rights . There are no appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or Contracts outstanding to purchase or otherwise acquire any interests of the Company or any securities or debt convertible into or exchangeable for interests of the Company or obligating the Company to grant, extend or enter into any such option, warrant, call, right, commitment, conversion privilege or preemptive or other right or Contract. There are no voting agreements, rights of first refusal, preemptive rights, co-sale rights or other restrictions applicable to the Equity Interests.            (c) Subsidiary Capitalization . Section 4.3(c) of the Disclosure Schedule sets forth a list of the number and type of equity securities held by the Company in each of the Subsidiaries identified in Section 4.2 of the Disclosure Schedule, the percentage of all outstanding equity interests for such Subsidiary represented by the securities held by the Company and a summary of all outstanding options or similar arrangements to acquire equity

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securities of such Subsidiaries. The Company owns 100% of the outstanding equity interests of each of the Subsidiaries. There are no appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or Contracts outstanding to purchase or otherwise acquire any interest of any Subsidiary or any securities or debt convertible into or exchangeable for interest of any Subsidiary or obligating any Subsidiary to grant, extend or enter into any such option, warrant, call, right, commitment, conversion privilege or preemptive or other right or Contract. There are no voting agreements, rights of first refusal, preemptive rights, co-sale rights or other restrictions applicable to the equity interests of any such Subsidiary.       4.4 Corporate Authority Relative to This Agreement; No Violation .            (a) The Company has all requisite corporate power and corporate authority to enter into, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated under this Agreement to which it is a party. The execution, delivery and performance by the Company of this Agreement and the Company Ancillary Agreements, have been duly and validly approved and authorized by the Company and constitutes, or when executed and delivered will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the " Bankruptcy and Equity Exception ").            (b) The execution, delivery and performance by the Company of this Agreement and the Company Ancillary Agreements and the consummation of the transactions contemplated under this Agreement to which it is a party by the Company does not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Authority other than (i) compliance with the applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (" HSR "), and (ii) the other consents and/or notices set forth on Section 4.4(b) of the Disclosure Schedule (collectively, clauses (i) and (ii), the " Company Specified Approvals ").            (c) Assuming receipt of or compliance with the Company Specified Approvals, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Purchase and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of the Company or any of its Subsidiaries, (ii) contravene or conflict with or constitute a violation in any material way of any provision of any Applicable Law binding upon or applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any material violation of, or material default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, any Material Contract or result in the creation of any material Encumbrance (other than Permitted Encumbrances) upon any of the properties or assets of the Company or any of its Subsidiaries.       4.5 Litigation . Except as otherwise disclosed on Section 4.5 of the Disclosure Schedule (which disclosed items shall be the sole responsibility of Seller), there is no Action

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(except for any Actions commenced by Persons other than Governmental Authorities that could not reasonably be expected to result in a liability or loss to the Company or its Subsidiaries of more than $300,000 individually) pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, or any material property or asset of the Company or any of its Subsidiaries, or any of the officers or directors of the Company or any of its Subsidiaries in regards to their actions as such, nor is there, to the knowledge of the Company, any basis for any such Action. There is no (a) outstanding judgment, order, decree, award, stipulation or injunction of any Governmental Authority against the Company or any of its Subsidiaries which seeks to or is reasonably likely to have the effect of preventing the Company or any of its Subsidiaries from consummating the Purchase, or (b) any Action which, if resolved adversely to the Company or any of its Subsidiaries would be reasonably likely to impair the ability of the Company or any of its Subsidiaries to consummate the transactions contemplated under this Agreement.       4.6 Taxes . The Company and each of its Subsidiaries and each Affiliated Group (i) have prepared and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects; (ii) the Company and each of its Subsidiaries and each Affiliated Group have paid all Taxes shown as due on such Tax Returns; (iii) the Company and each of its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connections with amounts owing to any employee, independent contractor, creditor, stockholder or other third party and all Forms 1042, W-2 and 1099 required with respect thereto have been properly completed and timely filed; (iv) neither the Company nor any of its Subsidiaries has any liability for Taxes of any Person (other than the Company or such Subsidiaries) pursuant to any Tax allocation or sharing agreement, under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, or otherwise; (v) there are not pending or, to the knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes of the Company, any of its Subsidiaries, or any of the Company’s or such Subsidiaries’ assets, and neither the Company nor any of its Subsidiaries has given any currently effective waiver or extension of any statute of limitations in respect of Taxes nor are there any currently effective waivers of or extension of any statutes of limitations of Taxes in respect of any of the Company’s or such Subsidiaries’ assets; (vi) neither the Company nor any of its Subsidiaries has entered into any " listed transaction " within the meaning of Treasury Regulation Section 1.6011-4(b)(2); (vii) none of the Company or its Subsidiaries has been a " controlled corporation " or a " distributing corporation " in any distribution occurring during the two-year period ending on the Agreement Date that was purported or intended to be governed by Section 355 of the Code; (viii) the unpaid Taxes of the Company and each of its Subsidiaries do not exceed the reserves for Tax liability shown on the Balance Sheet, or similar reserves for Tax liability shown on the consolidated financial statements of Parent to the extent such reserves apply to Company’s or its Subsidiaries’ Tax Returns not yet filed; (ix) each of the Company and its Subsidiaries has disclosed on its federal income Tax Returns filed for its 2005 taxable year and thereafter all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of IRC section 6662; (x) there are no Encumbrances for Taxes except Permitted Encumbrances for which reserves have been established on the Balance Sheet, and (xi) Stockholder and the Company are, and at the time of the Closing will be,

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members of Parent’s federal consolidated Tax group and included in Parent’s federal consolidated income tax return.       4.7 Financial Statements . Copies of (i) the audited combined balance sheet of the Network Business as of December 31, 2007 and 2006, and the related audited combined statements of income, parents’ net investment and cash flows of the Network Business for each of the three years in the period ended December 31, 2007, together with all related notes and schedules thereto, accompanied by the report thereon of the Network Business’ independent auditors (collectively referred to as the " Financial Statements "), (ii) the unaudited combined balance sheet of the Network Business as of September 30, 2008, and the related unaudited combined statement of income of the Network Business (collectively referred to as the " Interim Financial Statements "), (iii) the unaudited combined balance sheet of TVGuide.com as of September 30, 2008, June 30, 2008, March 31, 2008, December 31, 2007 and December 31, 2006 and the related unaudited combined statement of income of TVGuide.com (collectively referred to as the " TVGuide.com Financial Statements "), and (iv) a schedule combining the unaudited combined balance sheet of the Network Business and the unaudited combined balance sheet of TVGuide.com as of September 30, 2008 (the " Balance Sheet, " and such date the " Balance Sheet Date ") are attached as Section 4.7 of the Disclosure Schedule. The Financial Statements (a) have been prepared based on the books and records of the Network Business (except as may be indicated in the notes thereto), (b) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and (c) fairly presents, in all material respects, the combined financial position, results of operations and cash flows of the Network Business as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein. The Interim Financial Statements (i) have been prepared based on the books and records of the Network Business; (ii) have been prepared in a manner consistent with prior quarter-end unaudited combined balance sheets and statements of income, which is in accordance with GAAP, subject to the GAAP Exceptions; and (iii) fairly presents, in all material respects, the combined financial position and results of operations of the Network Business as of the respective date thereof and for the respective period indicated therein, subject to the GAAP Exceptions; and (iv) subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. The TVGuide.com Financial Statements (a) have been prepared based on the books and records of TVGuide.com except as may be indicated in the notes thereto; (b) have been prepared in a manner consistent with prior quarter-end unaudited combined balance sheets and statements of income, which is in accordance with GAAP, subject to the GAAP Exceptions, except as may be indicated in the notes thereto; (c) fairly presents, in all material respects, the combined financial position and results of operations of TVGuide.com as of the respective date thereof and for the respective period indicated therein, except as otherwise noted therein; and (d) subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. The Balance Sheet (a) has been prepared based on the balance sheet contained in the Interim Financial Statements and the balance sheet as of September 30, 2008, contained in the TVGuide.com Financial Statements, except as may be indicated in the notes thereto; and (b) fairly presents, in all material respects, the combined financial position of the Network Business as of the Balance Sheet Date, except as otherwise noted therein.

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      4.8 Absence of Liabilities . Except (a) to the extent reflected or reserved against in the Balance Sheet, (b) for liabilities or obligations permitted by this Agreement, or (c) for liabilities and obligations incurred in the ordinary course of business consistent with past practices since the Balance Sheet Date, the Network Business does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP, subject to the GAAP Exceptions, to be reflected on a combined balance sheet of the Network Business. For the avoidance of doubt, for purposes of this Section 4.8, the Network Business includes TVGuide.com.       4.9 Absence of Certain Changes or Events . Since the Balance Sheet Date, except as otherwise contemplated, required or permitted by this Agreement, including, without limitation, the Restructuring, (i) the Network Business has been conducted, in all material respects, in the ordinary course of business consistent with past practices and (ii) neither the Company nor any of its Subsidiaries has taken any action which, if taken after the Agreement Date without the prior consent of Buyer, would constitute a breach of any of the covenants set forth in Section 7.2 of this Agreement. As of the Agreement Date (and, for the avoidance of doubt, solely as of such date for all purposes of this Agreement): Between September 30, 2008 and the Agreement Date, there has not been any event or effect that has had a Material Adverse Effect on the Network Business.       4.10 Contracts .            (a) For purposes of this Agreement, " Material Contract " shall mean (i) any " material contract " (within the meaning of Item 601(b)(10) of Regulation S-K under the Securities Act, and the Exchange Act) with respect to Parent that is solely applicable to the Network Business; (ii) the Carriage Agreements; (iii) any Contract, except for insertion orders or carriage agreements, pursuant to which the Company or any of its Subsidiaries received more than $500,000 over the past 12 months; (iv) any Contract which obligates, or in the Company’s reasonable discretion is reasonably likely to obligate, the Company or any of its Subsidiaries to pay more than $500,000 over any future 12 month period in the next five years; (v) any indemnification, employment, "change of control," retention, severance, consulting or other Contract with any executive officer of the Network Business other than those Contracts terminable by the Company or any of its Subsidiaries on no more than thirty (30) days’ notice without liability or financial obligation to the Company or any such Subsidiary; and (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or promissory notes relating to the borrowing of money, extension of credit or other indebtedness for borrowed money by the Network Business.            (b) Section 4.10(b) of the Disclosure Schedule sets forth a list of all the Material Contracts as of the Agreement Date.            (c) (i) neither the Company nor any Subsidiary of the Company is in material breach of or material default under the terms of any Material Contract; (ii) to the knowledge of the Company, no other party to any Material Contract is in material breach of or material default under the terms of any Material Contract; and (iii) each Material Contract is a valid and binding obligation of the Company or the Subsidiary of the Company which is party thereto and, to the

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knowledge of the Company, of each other party thereto, and except for the Bankruptcy and Equity Exception, is in full force and effect.       4.11 Intellectual Property .            (a) The Intellectual Property that is used in or necessary for, and (in either event) is material to the operation of the Network Business as currently conducted (collectively, the " Company Intellectual Property "); (i) is owned by the Company or a Subsidiary of the Company, (ii) the Company or one of its Subsidiaries holds a license to or otherwise possesses legally enforceable rights to use all such Company Intellectual Property, or (iii) to the extent held by an affiliate, will be licensed to the Company or a Subsidiary of the Company prior to the Closing. All such Company Intellectual Property is free and clear of any Encumbrances (excluding any rights granted under any license or distribution agreements entered into in the ordinary course of business consistent with past practice). None of the Company Intellectual Property owned by the Company or its Subsidiaries is, and to the knowledge of the Company, no other Company Intellectual Property is subject to any outstanding order, judgment or stipulation restricting the use thereof by the Company or any of its Subsidiaries. The Company Intellectual Property is sufficient for the conduct of the Network Business as currently conducted.            (b) Section 4.11(b)(i) of the Disclosure Schedule sets forth an accurate and complete list of all registered Marks and applications for registration of Marks used in the Network Business and owned by the Company or one of its affiliates (collectively, the " Company Registered Marks "), and Section 4.11(b)(ii) of the Disclosure Schedule sets forth an accurate and complete list of all registered Copyrights and all pending applications for registration of Copyrights used in the Network Business and owned by the Company or one of its affiliates (collectively, the " Company Registered Copyrights " and, together with the Company Registered Marks, the " Company Registered IP "). The Company and its Subsidiaries own no Patents that are used in the Network Business. As to all Company Registered IP, the Company or one of its Subsidiaries is the owner of the right, title and interest in such Company Registered IP as is necessary for the operation of the Network Business as currently conducted. No Company Registered IP has been or is now involved in any interference, reissue, reexamination, opposition or cancellation proceeding and, to the knowledge of the Company, no such action is or has been threatened with respect to any of the Company Registered IP. To the knowledge of the Company, (i) the Company Registered IP other than pending applications, as to which the Company makes no representation) is valid and subsisting, (ii) there are no pending or threatened claims challenging the validity or enforceability of any of the Company Registered IP, and (iii) all filing, examination, issuance, post registration and maintenance fees, annuities and the like associated with or required with respect to any of the Company Registered IP have been paid.            (c) As of the Agreement Date, there are no pending claims or, to the knowledge of the Company, claims threatened in writing in the last two years by any Person alleging that the Company or any of its Subsidiaries infringes the Intellectual Property of such Person. To the knowledge of the Company, neither the conduct of the Network Business nor any of the products or services distributed, sold or offered as part of the Network Business by the Company or any of its Subsidiaries, nor any technology or materials used in connection therewith, infringes upon, misappropriates or violates any Intellectual Property of any Person, or constitutes unfair competition or unfair trade practices under the laws of any jurisdiction (except

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for such infringements that are not, individually or in the aggregate, expected to have a Material Adverse Effect on the Company or any of its Subsidiaries). The Company and its Subsidiaries use the Intellectual Property not owned by them only pursuant to valid and effective license agreements.            (d) Except as set forth on Section 4.11(d) of the Disclosure Schedule, the execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated by this Agreement will not, result in (i) the breach of (or with the passage of time, result in the breach of), any agreement related to Company Intellectual Property to which the Company or a Subsidiary of the Company is a party or by which it is bound, (ii) the creation in any Person of the right to terminate or modify, or result in the payment to any Person of any additional fees or other consideration under, or result in the suspension of or acceleration of any payment by or to any Person under any agreements related to Company Intellectual Property to which the Company or a Subsidiary of the Company is a party of by which it is bound; or (iii) the impairment of the right of the Company or its Subsidiaries, as applicable, to use, own, sell, or license any Company Intellectual Property owned by the Company or any of its Subsidiaries.            (e) The Company has taken steps reasonable in the industries in which the Network Business operates to protect and preserve its rights in any Company Intellectual Property owned by the Company and its Subsidiaries (including executing confidentiality and intellectual property assignment agreements with executive officers, employees and contractors that have a material role in the development of the Company’s products, including software, and Intellectual Property of the Company and its Subsidiaries), including in any Trade Secrets of the Company and its Subsidiaries. To the knowledge of the Company, no prior or current employee or officer or any prior or current consultant or contractor of the Company or any of its Subsidiaries has asserted or has any claim or right of ownership in any Intellectual Property owned by the Company or its Subsidiaries (except for development agreements entered into with consultants and contractors in the ordinary course of business where the Company or any of its Subsidiaries was provided a license including terms sufficient to conduct the business of the Company or any of its Subsidiaries as needed by such consultants or contractors).            (f) The Company and each of its Subsidiaries have complied with their respective privacy policies and is in compliance with all Applicable Laws governing the disclosure, collection, use, sharing and storage of personal information, including employee personal information.            (g) To the knowledge of the Company, neither the Company nor any of its Subsidiaries has licensed any of the Intellectual Property owned by the Company and its Subsidiaries to any third party on an exclusive basis, nor has the Company or any of its Subsidiaries entered into any Contract limiting its ability to exploit fully any of such owned Intellectual Property, including software, except for any such Contract where such owned Intellectual Property is licensed on a non-exclusive basis in the ordinary course of business. To the knowledge of the Company, there is no infringement or other violation of any owned Intellectual Property that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. In the past three (3) years, neither the Company nor any Subsidiary

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has initiated any actions or asserted any claims for infringement or other violation of Intellectual Property owned (or exclusively licensed to) it.       4.12 Compliance With Applicable Laws .            (a) Each of the Company and its Subsidiaries is in compliance in all material respects with all Applicable Laws. None of the Company, any of its Subsidiaries or any of its or their executive officers has received during the past year, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Applicable Law.            (b) Section 4.12(b) of the Disclosure Schedule sets forth a true and complete list of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each of the Company and its Subsidiaries to own, lease and operate the Network Business in all material respects as currently conducted (the " Permits "). To the knowledge of the Company, each of the Company and its Subsidiaries is and has been in compliance in all material respects with all such Permits. No suspension, cancellation, modification, revocation or nonrenewal of any Permit is pending or, to the knowledge of the Company, threatened.       4.13 Real Property . The Company has heretofore made available to Buyer true and complete copies of all deeds of trust, leases, subleases or licenses relating to all real property owned, leased, subleased or licensed by the Company or any of its Subsidiaries (other than storage facilities). The Company or a Subsidiary of the Company owns and has valid title to all of its owned real property and has valid leasehold interests in all of its leased properties, free and clear of all material Encumbrances (except for Permitted Encumbrances and all other title exceptions, changes, defects, easements, restrictions, encumbrances and other matters, whether or not of record, which do not materially affect the continued use of the applicable property for the purposes for which such property is currently being used by the Company or a Subsidiary of the Company as of the Agreement Date).       4.14 Employees; Labor Matters .            (a) Section 4.14(a) of the Disclosure Schedule contains a true and complete list, as of December 12, 2008, of all employees employed in the Network Business (the " Employees "), including, to the extent applicable, each Employee’s (i) name, (ii) title, wage, salary and target bonus, (iii) principal location of employment, and (iv) date of hire by the Company. Section 4.14(a) of the Disclosure Schedule also contains a true and complete list of all Employees who are as of such date on a short- or long-term disability leave or other leave of absence (but not including vacation). To the knowledge of the Company, no employee, consultant or director of the Company or any of its Subsidiaries is a party to, or is otherwise bound by, any nondisclosure, confidentiality, noncompetition, proprietary rights, employment, consulting or similar agreement, between such employee or director and any person or entity that materially adversely affects or will affect the performance of his or her duties as an employee, consultant or director of the Company or such Subsidiary (as applicable).

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           (b) Section 4.14(b) of the Disclosure Schedule contains a true and complete list, as of December 12, 2008, of all consultants and other independent contractors who are providing material services to the Network Business (the " Independent Contractors "), including (i) each Independent Contractor’s name, (ii) the type of services being provided by each Independent Contractor, (iii) the principal location where services are provided by each Independent Contractor and (iv) date when each Independent Contractor was retained by the Company. Copies of all Contracts relating to Independent Contractors used in the Network Business have been provided to Buyer. To the knowledge of the Company, all individuals who are performing consulting or other services for the Company or any of its Subsidiaries are or were correctly classified by the Company or such Subsidiary as either " independent contractors " or " employees " as the case may be and, at the Closing Date, will qualify for such classification with immaterial exceptions.            (c) Section 4.14(c) of the Disclosure Schedule lists all employee, consultant or director compensation and/or benefit plans, programs, policies, agreements, or other arrangements, including any employee welfare plan within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (" ERISA "), any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA), and any bonus, incentive, deferred compensation, savings, supplemental retirement, vacation, stock purchase, stock option, severance, termination pay, employment, change of control or fringe benefit plan, program or agreement, employee loan programs, other equity compensation awards, profit-sharing arrangements, other paid-time-off programs, health, life, or disability benefit plans, retiree medical or life insurance plans, dependent care, insurance arrangements covering employees, consultants and directors, in each case that are sponsored, maintained, contributed to or required to be contributed to by the Company or any of its Subsidiaries for the benefit of current or former employees, directors or consultants of the Company or its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has or may have any liability (contingent or otherwise) (the " Company Benefit Plans "); provided, that Company Benefit Plans shall not include any Company Foreign Plans. For purposes of this Agreement, the " Company Foreign Plans " shall refer to each plan, program or Contract that is subject to or governed by the laws of any jurisdiction other than the United States, and which would have been treated as a Company Benefit Plan had it been a United States plan, program or Contract. All Company Benefit Plans and Company Foreign Plans are in writing. The Company has made available to Buyer the most recent copies of each Company Benefit Plan and each Company Foreign Plan, and amendments thereto, together with, to the extent applicable, (i) trust documents and the most recent summary plan description and any summaries of material modifications thereto, (ii) the two most recent annual reports (Form 5500 series) and all schedules thereto, (iii) the most recent financial statements and/or actuarial valuation reports, and (iv) the most recent Internal Revenue Service determination letter.            (d) Except as set forth on Section 4.14(d) of the Disclosure Schedule, at no time has any Company or any ERISA Affiliate ever contributed to, incurred an obligation to contribute to or otherwise incurred any liability (contingent or otherwise) with respect to any multiemployer plan within the meaning of Section 3(37) of ERISA or a plan that is subject to Title IV of ERISA. No liability (contingent or otherwise) under Title IV of ERISA has been incurred by the Company or any of its ERISA Affiliates that remains unsatisfied, and, to the Company’s knowledge, no such liability is reasonably expected to be incurred. Neither the

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Company nor any ERISA Affiliate has any liability under any Company Benefit Plan that provides health or other welfare benefits with respect to current or former employees, consultants or directors beyond their termination of employment or service with the Company and its Subsidiaries, other than as required by COBRA and at the exp