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81314_Viggle_8k_912AM_Nov19

81314_Viggle_8k_912AM_Nov19

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Published by: TechCrunch on Nov 19, 2012
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12/04/2012

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(a) Parent Material Contracts. Part 3.21(a) of the Parent Disclosure Schedule accurately identifies each of the following contracts and agreements of

Parent or any of its Subsidiaries as of the date hereof:

(i) (A) each Parent Contract relating to the employment of, or the performance of services by, any Parent Employee earning
annual base compensation in excess of $250,000; (B) any Parent Contract pursuant to which Parent or any of its Subsidiaries is obligated to make any
severance, termination or similar payment to any Parent Employee; and (C) any Parent Contract pursuant to which Parent or any of its Subsidiaries is
obligated to make any bonus or similar payment (other than payment in respect of salary) to any Parent Employee;

(ii) each Parent Contract which provides for indemnification of any Parent Employee or any director of Parent;

(iii) each Parent Contract relating to the voting and any other rights or obligations of a stockholder of Parent;

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(iv) each Parent Contract, with obligations remaining to be performed (or liabilities continuing) after the date of this Agreement,
relating to the merger, consolidation, reorganization or any similar transaction with respect to Parent or any of its Subsidiaries;

(v) each Parent Contract (other than non-exclusive licenses to third-party software) relating to the license of any patent,
copyright, trade secret or other Intellectual Property or Intellectual Property Right: (x) to Parent or any of its Subsidiaries; or (y) from Parent or any of its
Subsidiaries;

(vi) each Parent Contract relating to the acquisition, sale, spin-off or outsourcing of any Subsidiary or business unit or operation

of Parent or any of its Subsidiaries;

(vii) each Parent Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs

or liabilities;

(viii) each Parent Contract imposing any restriction or requirement on Parent or any of its Subsidiaries: (A) to compete with any
other Person in any geographic area or during any period of time; (B) to acquire any product or other asset from any other Person, to sell any product or
other asset to any other Person or to transact business or deal in any other manner with any other Person; or (C) to develop or distribute any product
technology;

(ix) each Parent Contract granting exclusive rights to license, market, sell or deliver any products or services of Parent or any of
its Subsidiaries or otherwise contemplating an exclusive relationship between Parent and any other Person;

(x) each Parent Contract creating or involving any agency relationship, distribution or reseller arrangement or franchise

relationship;

(xi) each Parent Contract regarding the acquisition, issuance or transfer of any securities of Parent or any of its Subsidiaries and
each Parent Contract affecting or dealing with any securities of Parent or any of its Subsidiaries, including any restricted share agreements or escrow
agreements;

(xii) each Parent Contract relating to Indebtedness other than trade Indebtedness of Parent or any Subsidiary that is not material

in amount;

(xiii) each Parent Contract relating to the purchase or sale of any asset (other than Parent’s securities) by or to, or the

performance of any services by or for, any Parent Related Party;

(xiv) any Parent Contract pursuant to which Parent or any of its Subsidiaries made payments of cash or other consideration in
excess of $250,000 during the twelve months ended June 30, 2011 or that involves or contemplates the payment or delivery of cash or other consideration by
Parent or any of its Subsidiaries in an amount or having a value reasonably expected to be in excess of $250,000 in the aggregate during the twelve month
period ending June 30, 2012; and

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(xv) any other Parent Contract the absence of which would be reasonably expected to have a Parent Material Adverse Effect.


(Contracts in the respective categories described in clauses “(i)” through “(xv)” above and all Contracts identified, or required to be identified, in Part 3.21(a) of the
Parent Disclosure Schedule are referred to in this Agreement as “Parent Material Contracts.”)

(b) Delivery and Status of Parent Material Contracts. Parent has made available to the Company or its Representatives accurate and complete
copies of all written Parent Material Contracts identified in Part 3.21(a) of the Parent Disclosure Schedule, including all amendments thereto. Each Parent Material
Contract is in full force and effect in all material respects, and is enforceable by Parent or its Subsidiaries, as applicable, in accordance with its terms, subject to: (A)
laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of law governing specific performance, injunctive relief and
other equitable remedies.

(c) No Breach. Except as set forth in Part 3.21(c) of the Parent Disclosure Schedule: (i) neither Parent nor any of its Subsidiaries has committed any
material violation or breach, and neither Parent nor any of its Subsidiaries has committed any material default under, any Parent Material Contract, which remains
uncured; (ii) to the Knowledge of Parent, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time or both) will, or
would reasonably be expected to: (A) result in a material violation or breach of any of the provisions of any Parent Material Contract; (B) give any Person the right to
declare a default or exercise any remedy under any Parent Material Contract; (C) give any Person the right to accelerate the maturity or performance of any Parent
Material Contract; or (D) give any Person the right to cancel, terminate or modify any Parent Material Contract; (iii) neither Parent nor any of its Subsidiaries has
received any written notice or to the Knowledge of Parent other communication regarding any actual or possible material violation or breach of, or material default
under, any Parent Material Contract that is currently in effect in any material respect, unless such violation, breach or default has been cured by Parent; and (iv)
neither Parent nor any of its Subsidiaries has waived any of its respective material rights under any Parent Material Contract.

3.23 Title to Assets. Parent and each of its Subsidiaries owns, and has good and legal title to, all material tangible assets (other than Intellectual
Property, which is covered by Section 3.21 hereof), reflected on the Parent Financial Statements (all such material tangible assets being the “Parent Assets”). All
such Parent Assets are owned by Parent and each of its Subsidiaries free and clear of any liens or other Encumbrances, except for Permitted Encumbrances.

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