OR ANY OF ITS SUBSIDIARIES HAS WAIVED ANY STATUTE OF
LIMITATIONS WITH RESPECT TO TAXES WHICH WAIVER REMAINS IN EFFECT; (E) EXCEPT AS
SET FORTH ON SCHEDULE 4.10, THERE ARE NO PENDING (OR THREATENED IN WRITING)
AUDITS, EXAMINATIONS, INVESTIGATIONS OR OTHER PROCEEDINGS IN RESPECT OF MATERIAL
TAXES OR MATERIAL TAX RETURNS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES (OR WITH
RESPECT TO THE INCOME, PROPERTIES OR OPERATIONS OF ANY OF THEM); (F) NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES IS OBLIGATED TO MAKE ANY PAYMENTS, OR IS A
PARTY TO ANY AGREEMENT THAT UNDER CERTAIN CIRCUMSTANCES COULD OBLIGATE IT TO
MAKE ANY PAYMENTS THAT WOULD NOT BE DEDUCTIBLE UNDER SECTION 280G OF THE CODE
(OR SUBSTANTIALLY SIMILAR PROVISION UNDER FOREIGN LAW); (G) NEITHER THE COMPANY
NOR ANY OF ITS SUBSIDIARIES IS A PARTY TO OR BOUND BY ANY TAX ALLOCATION OR
SHARING AGREEMENT; (H) THE COMPANY AND ITS SUBSIDIARIES HOLD NO "UNITED STATES
REAL PROPERTY INTERESTS" WITHIN THE MEANING OF SECTION 897(C) OF THE CODE; (I)
THE COMPANY IS A "DISREGARDED ENTITY" FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES AND IS WHOLLY-OWNED BY CM INTERMEDIARY, LLC; (J) ALL TAX RETURNS,
EXAMINATION REPORTS AND STATEMENTS OF DEFICIENCIES ASSESSED WITH RESPECT TO THE
COMPANY AND ITS SUBSIDIARIES (AND WITH RESPECT TO THE INCOME, PROPERTIES OR
OPERATIONS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES) MADE AVAILABLE TO BUYER
ARE CORRECT AND COMPLETE; AND (K) THERE HAS BEEN NO SALE OR TRANSFER (INCLUDING
BY WAY OF LIQUIDATION) OF ANY TANGIBLE MATERIAL ASSETS, AND NO ASSUMPTION OF
MATERIAL LIABILITIES IN CONNECTION WITH ANY SALE OR TRANSFER OF TANGIBLE ASSETS,
(EXCLUDING ANY LICENSING OF FILMS IN THE ORDINARY COURSE OF BUSINESS) OWNED
DIRECTLY OR INDIRECTLY BY THE COMPANY OR ANY OF ITS SUBSIDIARIES DURING THE
TAXABLE YEAR OF 2006, EXCLUDING ANY SALE OR
16
TRANSFER FOR WHICH ANY APPLICABLE SALES OR TRANSFER (OR SIMILAR) TAXES HAVE
ALREADY BEEN PAID AND EXCLUDING ANY SALE OR TRANSFER OCCURRING OR DEEMED TO
OCCUR AS A RESULT OF THIS AGREEMENT.
4.11
CONTRACTS.
TO SELLER'S KNOWLEDGE: (I) AN ACCURATE, COMPLETE AND
UP-TO-DATE LIST OF ALL MATERIAL CONTRACTS TO WHICH THE COMPANY IS A PARTY
(WHETHER OR NOT RELATED TO THE COMPANY ASSETS) IS SET OUT ON SCHEDULE 4.11(A);
(II) AN ACCURATE, COMPLETE AND UP-TO-DATE LIST OF ALL COMPANY LICENSE AGREEMENTS
IS SET OUT ON SCHEDULE 4.11(B); AND (III) AN ACCURATE, COMPLETE AND UP-TO-DATE
LIST OF ALL PRE-2001 LICENSE AGREEMENTS IS SET OUT ON SCHEDULE 4.11(C).
TOGETHER, THESE MATERIAL AGREEMENTS, COMPANY LICENSE AGREEMENTS AND PRE-2001
LICENSE AGREEMENTS ARE DEFINED HEREIN AS THE "MATERIAL CONTRACTS".
TO SELLER'S
KNOWLEDGE, EACH MATERIAL CONTRACT IS A VALID AND LEGALLY BINDING OBLIGATION OF
THE COMPANY AND ANY COUNTERPARTY THERETO, AND IS IN FULL FORCE AND EFFECT.
TO
SELLER'S KNOWLEDGE, ALL MATERIAL OBLIGATIONS REQUIRED TO BE PERFORMED UNDER THE
MATERIAL CONTRACTS AS OF THE DATE HEREOF BY THE COMPANY HAVE BEEN PERFORMED, AND
NEITHER THE COMPANY NOR ANY OTHER PARTY TO ANY MATERIAL CONTRACT IS IN DEFAULT
IN ANY MATERIAL RESPECT UNDER THE TERMS