ARE BREACHED IN RESPECT THEREOF.
(C)
TWC REPRESENTS AND WARRANTS THAT:
(I) TWC
IS A DIVISION OF A LIMITED PARTNERSHIP DULY ORGANIZED, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE STATE
6
Portions of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations
under the Securities Exchange Act.
Omitted information, marked "[***]" in this
Exhibit, has been filed with the Securities and Exchange Commission together
with such request for confidential treatment.
OF DELAWARE; (II) TWC HAS THE REQUISITE POWER AND AUTHORITY TO EXECUTE AND
DELIVER THIS AGREEMENT AND TO FULLY PERFORM ITS OBLIGATIONS HEREUNDER; (III) THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT HAS BEEN DULY AUTHORIZED
BY ALL ACTION NECESSARY ON THE PART OF TWC; (IV) TWC IS NOT SUBJECT TO ANY
CONTRACTUAL OR OTHER LEGAL OBLIGATION WHICH WILL IN ANY WAY INTERFERE WITH ITS
FULL PERFORMANCE OF THIS AGREEMENT; AND (V) THE INDIVIDUAL EXECUTING THIS
AGREEMENT ON BEHALF OF TWC HAS THE AUTHORITY TO DO SO.
(D)
THE TERMS AND CONDITIONS, OTHER THAN THE
EXISTENCE AND DURATION, OF THIS AGREEMENT, AS WELL AS ANY TECHNICAL DATA
(INCLUDING MPEG-2 ENCODING SPECIFICATIONS) THAT ARE EXCHANGED BY THE PARTIES
("CONFIDENTIAL INFORMATION"), SHALL BE KEPT CONFIDENTIAL BY THE PARTIES HERETO
AND SHALL NOT BE DISCLOSED BY EITHER PARTY TO ANY THIRD PARTY, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTY EXCEPT: (I) AS MAY BE REQUIRED BY ANY COURT
OF COMPETENT JURISDICTION, GOVERNMENTAL AGENCY, LAW OR REGULATION (IN SUCH
EVENT, THE DISCLOSING PARTY SHALL NOTIFY THE OTHER PARTY BEFORE DISCLOSING THE
AGREEMENT) (II) AS MAY BE REQUIRED OR NECESSARY IN ANY SEC OR REGULATORY FILINGS
(REDACTED TO THE GREATEST EXTENT PERMITTED UNDER SEC "CONFIDENTIAL TREATMENT"
REGULATIONS); (III) AS PART OF THE NORMAL REPORTING OR REVIEW PROCEDURE TO A
PARTY'S ACCOUNTANTS, AUDITORS, AGENTS, LEGAL COUNSEL, PARTNERS AND EMPLOYEES OF
PARENT AND SUBSIDIARY COMPANIES, PROVIDED SUCH ACCOUNTANTS, AUDITORS, AGENTS,
LEGAL COUNSEL, PARTNERS AND EMPLOYEES OF PARENT AND SUBSIDIARY COMPANIES AGREE
TO BE BOUND BY THIS PARAGRAPH; (IV) TO ENFORCE ANY OF A PARTY'S RIGHTS PURSUANT
TO THIS AGREEMENT; (V) IN CONNECTION WITH DUE DILIGENCE CONDUCTED IN CONNECTION
WITH A MERGER, CONSOLIDATION OR ACQUISITION PROVIDED THAT ANY PERSON TO WHOM
CONFIDENTIAL INFORMATION IS SO DISCLOSED SHALL HAVE EXECUTED, PRIOR TO RECEIVING
ANY CONFIDENTIAL INFORMATION, WRITTEN NON-DISCLOSURE AGREEMENTS WHICH INCLUDE
CONFIDENTIALITY PROVISIONS AT LEAST AS STRICT AS THOSE SET FORTH IN THIS
AGREEMENT; AND (VI) TO ANY PROSPECTIVE OR EXISTING LENDER PROVIDED THAT ANY SUCH
LENDER SHALL HAVE EXECUTED (PRIOR TO THEIR REVIEW OF ANY CONFIDENTIAL
INFORMATION) A WRITTEN CONFIDENTIALITY AGREEMENT WHICH INCLUDES PROVISIONS AT
LEAST AS STRICT AS THE PROVISIONS SET FORTH IN THIS AGREEMENT REGARDING THE
CONFIDENTIALITY OF INFORMATION REVIEWED.
10.
FORCE MAJEURE. NEITHER PARTY SHALL HAVE ANY
LIABILITY TO THE OTHER PARTY FOR ANY FAILURE TO PERFORM HEREUNDER, IF SUCH
FAILURE IS DUE TO AN ACT OF GOD, INEVITABLE ACCIDENT, FIRE, LOCKOUT, STRIKE OR
OTHER LABOR DISPUTE, RIOT OR CIVIL COMMOTION, ACT OF GOVERNMENT OR GOVERNMENTAL