Equity Purchase Agreement

Exhibit 10.65

Equity Purchase Agreement

Between

TVGN Holdings, LLC,

Lionsgate Channels, inc.

And

Lions Gate Entertainment Inc.

May 28, 2009

TABLE OF CONTENTS

EQUITY PURCHASE AGREEMENT

      This Equity Purchase Agreement (this “ Agreement ”) is made and entered into as of May 28, 2009 (the “ Effective Date ”) by and among Lionsgate Channels, Inc., a Delaware corporation (“ Equityholder ”), Lions Gate Entertainment Inc., a Delaware corporation (“ LGEI ”), and TVGN Holdings, LLC, a Delaware limited liability company (“ Buyer ”).

RECITALS

      A.  The parties intend that, subject to the terms and conditions hereinafter set forth, at the Closing, Buyer shall purchase (the “ Equity Interest Purchase ”) from Equityholder, and Equityholder shall sell to Buyer, 49% (the “ Buyer’s Interest ”) of all of the issued and outstanding equity interests of the Company (as defined below) (the “ Equity Interests ”) on the terms and subject to the conditions set forth in this Agreement.

      B.  In addition, pursuant to the terms of the Operating Agreement (as defined below), Buyer is receiving from Equityholder, and Equityholder is delivering to Buyer, an irrevocable option (the “ Option ”) to purchase that number of Equity Interests which, when aggregated with the Buyer’s Interest, will result in Buyer being the record and beneficial owner of 50% of the Equity Interests, on the terms and subject to the conditions set forth in the Operating Agreement (as defined below).

      C.  The Board of Directors of Equityholder and the Managing Member of Buyer have each determined that the transactions contemplated by this Agreement are in the best interests of their respective equityholders, and have approved and declared advisable this Agreement and the transactions contemplated hereby.

      D.  Buyer and Equityholder (on behalf of itself, the Company, and LGEI) desire to make certain representations, warranties, covenants and agreements in connection with the Equity Interest 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:

     “ 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, 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.

      “Assignment and Assumption Agreement” means that Assignment and Assumption Agreement dated as of the Effective Date between Equityholder and LGEI, on the one hand as assignor, and the Company on the other hand as assignee.

     “ Buyer Ancillary Agreement ” means the Operating Agreement (including the Option contained therein).

     “ Carriage Agreements ” means those agreements set forth on Schedule F.

     “ Closing ” means the closing of the transactions contemplated by this Agreement.

     “ Company ” means TV Guide Entertainment Group, Inc., a Delaware corporation, whether existing as a Delaware corporation or a Delaware limited liability company.

     “ 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 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.

     “ Disclosure Schedule ” means the disclosure schedule dated as of the Effective Date and delivered by the Company to Buyer on such date.

     “ Effective Time ” means the time of the consummation of the Purchase.

     “ 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.

     “ Equityholder Ancillary Agreements ” means, collectively, each agreement or document (other than this Agreement) that the Equityholder or one or more of its affiliates is to enter into as a party pursuant to this Agreement (including the Assignment and Assumption Agreement, the Operating Agreement, the Services Agreement, and the Letter Agreement).

     “ Equityholder Entities ” means, collectively, Parent and its Subsidiaries but does not include the Company or any of the Company’s Subsidiaries.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

     “ First Expiration Date ” means 11:59 p.m. California time on the date that is the fifteenth (15 ^th ) month anniversary of the Macrovision Closing Date.

     “ GAAP ” means United States generally accepted accounting principles, applied on a consistent basis.

     “ Governmental Authority ” means any United States or foreign governmental or regulatory agency, commission, court, body, entity or authority.

     “ 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 ”).

     “ Interim Period ” means the period commencing on the Macrovision Closing Date and continuing through and including the Effective Date.

     “ knowledge ” means the actual knowledge (after due inquiry) of a particular fact, circumstance, event or other matter in question of any of (i) Jon Feltheimer, Michael Burns, Wayne Levin, Brian Goldsmith, and James Keegan, with respect to knowledge of the Equityholder and the Equityholder Entities for events occurring prior to the Macrovision Closing, (ii) Jon Feltheimer, Michael Burns, Wayne Levin, Brian Goldsmith, James Keegan, Ryan O’Hara, Larry Gilman, Stacy Lifton, and John High, with respect to knowledge of the Equityholder and the Equityholder Entities for events occurring after the Macrovision Closing,

and (iii) Greg O’Hara, Jody Gessow, Henry Briance, Allen Shapiro, and Michael Mahan, in the case of the Buyer.

     “ Letter Agreement ” means that certain Letter Agreement dated as of the date hereof between Equityholder and LGEI, on the one hand, and the Company, on the other hand.

     “ Macrovision ” means Macrovision Solutions Corporation.

     “ Macrovision Agreement ” means that certain Equity Purchase Agreement dated January 5, 2009, 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.

     “ Macrovision Closing ” means the closing of the transactions contemplated by the Macrovision Agreement.

     “ Macrovision Closing Date ” means February 28, 2009.

     “ Macrovision Disclosure Schedules” means the disclosure schedule delivered by Macrovision in connection with the execution of the Macrovision Agreement and the supplemental disclosure schedule provided by Macrovision in connection therewith, copies of both of which have been provided to Buyer.

     “ Material Adverse Effect ” when used with respect to an entity (which shall for this purpose mean (i) each of the entities conducting the Network Business, and (ii) Lionsgate Channels, Inc.) 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) any effect resulting from a change in the industry in which the entity operates or in the worldwide economy generally which does not effect the entity 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 the Macrovision Agreement or this Agreement or the transactions contemplated thereby or 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.

     “ OEP Agreement ” means that certain Equity Purchase Agreement dated as of December 17, 2008 by and among Gemstar-TV Guide International, Inc., UV Corporation, TV Guide Entertainment Group, Inc., TVGN Holdings, LLC, and solely with respect to Sections 9.5, 9.7, 9.8 and 9.9 and Articles XII and XIII, Macrovision, which was terminated on or around January 5, 2009.

     “ Operating Agreement ” means that certain Operating Agreement of the Company, a Delaware limited liability company, dated as of the Effective Date, by and among Equityholder and Buyer.

     “ Parent ” means Lions Gate Entertainment Corp.

     “ 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.

     “ Person ” means any individual, corporation, company, limited liability company, partnership, limited liability partnership, trust, estate, proprietorship, joint venture, association, organization, entity or Governmental Authority.

     “ Purchase Price ” means $123,048,699.

     “ Representatives ” means officers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives.

     “ Restructuring ” means the conversion of the Company and each of its Subsidiaries other than CTS Network Inc. into a limited liability company in accordance with the plan set forth on Schedule A.

     “ Second Expiration Date ” means 11:59 p.m. California time on the date that is the eighteenth (18 ^th ) month anniversary of the Macrovision Closing Date.

     “ Securities Act ” means the Securities Act of 1933, as amended.

      “Services Agreement ” means that certain Services Agreement, dated as of the date hereof, by and among the Company and LGEI.

     “ 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 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.

     “ 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 Effective 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 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 the Company in the Licensed Asset (as defined in the Macrovision Agreement) 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 EQUITY PURCHASE

      2.1 Sale of Equity Interests . On the terms and subject to the conditions of this Agreement, Equityholder hereby sells, transfers and delivers to Buyer, and Buyer hereby purchases and accepts from Equityholder, 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 Effective Date, the Buyer’s Interest.

      2.2 Signing and Closing . Unless otherwise mutually agreed in writing by the Equityholder and Buyer, the execution of this Agreement and the Closing provided for in this

Agreement are taking place concurrently at the offices of Gibson, Dunn & Crutcher LLP, 2029 Century Park East, 40th Floor, Los Angeles, CA 90067-3026, at 8:00 a.m. (California time) on the Effective Date.

      2.3 Payment of the Purchase Price . At the Closing, Buyer is paying Equityholder the Purchase Price by wire transfer of immediately available funds to an account designated by Equityholder; provided that Buyer shall be entitled to net an amount equal to $2,600,462 out of such payment as a reimbursement of expenses. Equityholder and Buyer, and each of their respective affiliates, agree to allocate the Purchase Price between the Buyer’s Interest and the Option in accordance with their respective fair market values.

      2.4 Further Assurances . If, at any time 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 Equityholder, the Buyer and their respective affiliates, 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.

      2.5 Tax Withholding.

          (a) Buyer or any agent of Buyer shall be entitled to deduct and withhold from the Purchase Price 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) Equityholder agrees to furnish Buyer with a certification of non-foreign status (in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2).

ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      3.1 Representation as to Macrovision Agreement Representations . To the knowledge of Equityholder and the Equityholder Entities, except as set forth on Schedule B to this Agreement, none of the representations and warranties made in the Macrovision Agreement by the Company (in Article IV of such Macrovision Agreement) as supplemented by the Macrovision Disclosure Schedules, or by Gemstar-TV Guide International, Inc. (“ Gemstar ”), UV Corporation (“ UV ”) and Macrovision (in Articles V, V(A), V(B), and V(C), as applicable) was untrue or incorrect in any material respect either when made by the Company, Gemstar, UV, or Macrovision, as applicable, or at the Macrovision Closing Date, or as of the Effective Date.

      3.2 Bringdown Representations . Except as set forth on Schedule C to this Agreement, the Equityholder, on behalf of the Company, represents and warrants to Buyer that

none of the representations or warranties set forth in this Section 3.2 are untrue or incorrect as of the Effective Date.

           3.2.1 Organization and Good Standing . The Company is a limited liability company duly organized, 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.

           3.2.2 Subsidiaries . Each Subsidiary of the Company is identified on Section 3.2.2 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.

           3.2.3 Capitalization of the Company

          (a) Company Capitalization. Prior to the Restructuring, the authorized capital stock of the Company consisted of 1,000 shares of Company common stock, of which 100 shares were issued and outstanding, all of which were held by Equityholder. Subsequent to the Restructuring, and as of the Effective Date, the authorized equity interests of the Company consist of 211,112 Units (as defined in the Operating Agreement), 200,000 of which are issued to Equityholder and Buyer as set forth in the Operating Agreement. 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. Except for the Option, 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 or the Option.

          (c) Subsidiary Capitalization. Section 3.2.3(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 3.2.2 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 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.

           3.2.4 Litigation . Except as otherwise disclosed on Section 3.2.4 of the Disclosure Schedule, there is no Action (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) which after the Macrovision Closing Date became pending or, to the knowledge of the Equityholder, was threatened after the Macrovision Closing Date 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 Equityholder, 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 entered after the Macrovision Closing Date which seeks to or is reasonably likely to have the effect of preventing the consummation of the Purchase, or (b) any Action commenced after the Macrovision Closing Date which, if resolved adversely to the Company or any of its Subsidiaries would be reasonably likely to impair the consummation of the transactions contemplated under this Agreement.

           3.2.5 Taxes . With respect to taxable periods occurring after the Macrovision Closing Date, 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 Equityholder, 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 Interim Period that was purported or intended to be governed by Section 355 of the Code; (x) there are no Encumbrances for Taxes except Permitted Encumbrances for which reserves have been established on the Balance Sheet, and (xi) Equityholder and the Company are, and at the time of the Closing will be, members of LGEI’s federal consolidated Tax Return group (or entities disregarded as separate from owners that are members of LGEI’s federal consolidated Tax Return group) and included in LGEI’s federal consolidated income Tax Return.

           3.2.6 Financial Statements . Copies of the unaudited combined balance sheet of the Network Business as of March 31, 2009 (the “ Balance Sheet ,” and such date the “ Balance Sheet Date ”), and the related unaudited combined statement of operations of the Network Business for the one month period ended March 31, 2009 (collectively referred to as the “ Financial Statements ”) are attached as Section 3.2.6 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), and (b) have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto). Assuming the accuracy of each of (i) the Financial Statements (as defined in the Macrovision Agreement), (ii) the Interim Financial Statements (as defined in the Macrovision Agreement), (iii) the TVGuide.com Financial Statements (as defined in the Macrovision Agreement), (iv) the audited financial statements of the Network Business for the period ending December 31, 2008, (v) the unaudited trial balance of the Network Business as of February 28, 2009 (as revised on April 6, 2009) and (vi) the financial information provided by Macrovision during the Interim Period (copies of which have been provided to Buyer upon request) under the Transitional Services Agreement dated as of February 28, 2009 between Macrovision and Equityholder (the “ Transitional Services Agreement ”) (the items in (i) through (vi) collectively the “ Macrovision Information ”), to the knowledge of Equityholder, the Financial Statements fairly present, 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 period indicated therein, except as otherwise noted therein and subject to normal year-end adjustments. The Financial Statements are included in the consolidated financial statements of Lions Gate Entertainment Corp. to