Common use of Certain Agreements, Affiliate Transactions and Insurance Clause in Contracts

Certain Agreements, Affiliate Transactions and Insurance. (a) Schedule 4.12(a) lists or describes each Contract to which the Company or any of its Subsidiaries is a party, or by which any of their respective assets are subject or bound, of the following nature except for (w) any Company Plan, (x) any of such Contracts that have been filed by the Company with the SEC prior to the date hereof as an exhibit to any of its Company SEC Filings, (y) any of such Contracts that Parent or any of its Subsidiaries are a party to, or (z) any of such Contracts that were entered into prior to March 27, 2000 of which the Company does not have knowledge (each Contract listed or required to be listed on Schedule 4.12(a), along with each Contract listed or described, or required to be listed or described, on Schedules 4.3(e), 4.3(f), 4.12(b) or 4.12(c) and each contract which has previously been filed with the SEC as an exhibit to any of its Company SEC Filings, a "Material Contract"): (i) Contracts that are required to be filed with the SEC pursuant to the Exchange Act as an exhibit to any of the Company SEC Filings; (ii) Contracts that were entered into outside the ordinary course of business and pursuant to which any obligations or liabilities (whether absolute, contingent or otherwise) remain outstanding; (iii) employment, bonus or consulting agreements involving potential payments in excess of $100,000 over any period of 12 months or more; (iv) Contracts evidencing or securing Indebtedness of the Company or any of its Subsidiaries (other than trade accounts arising in the ordinary course of business that do not exceed $10,000 individually or $250,000 in the aggregate); (v) Contracts in which the Company or any of its Subsidiaries has guaranteed the obligations of any Person; (vi) Contracts that may require the Company or any of its Subsidiaries to indemnify any other Person; (vii) any Contract involving the potential payment (A) by the Company or any of its Subsidiaries of $100,000 or more or (B) to the Company or any of its Subsidiaries of an amount that is reasonably likely to be $100,000 or more; (viii) Contracts that contain any "most favored nations" provisions, as such term is commonly understood in the cable television and satellite television industries other than "most favored nation" provisions with respect to which the Company or any of its Subsidiaries is the beneficiary; (ix) Contracts that guarantee any Person a particular amount of payment from the Company or any of the Company's Subsidiaries irrespective of such Person's performance of any of its obligations under such Contract; (x) Contracts between the Company or any of its Subsidiaries, on the one hand, and any director, officer or Significant Stockholder of the Company or any of its Subsidiaries or Equity Affiliates, on the other hand; (xi) Contracts that contain a Change of Control Covenant; and (xii) Contracts giving any Person the right (contingent or otherwise) to require the Company or any of its Subsidiaries to register under the Securities Act any securities or to participate in any registration of such securities. Except as set forth in Schedule 4.12(a), each Material Contract is in full force and effect and is valid and enforceable in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies and except that employees' covenants not to compete may not be enforceable in accordance with their terms in Colorado and certain other jurisdictions), and the Company or the applicable Subsidiary of the Company, as the case may be, has taken all actions necessary to comply in all material respects with such Material Contract and is not in breach or violation of or default under (with or without notice or lapse of time or both) any such Material Contract. To the knowledge of the Company, except as set forth in Schedule 4.12(a), all parties to the Material Contracts other than the Company and its Subsidiaries have complied in all material respects with the provisions thereof and no party is in breach or violation of, or in default (with or without notice or lapse of time, or both) under, such Material Contracts. The Company has not received notice of any actual or threatened termination, cancellation or limitation to, and, to the knowledge of the Company there has not been any other adverse development in respect of, any of the Material Contracts. The Company has delivered or made available to Parent a true and correct copy of each Material Contract that is in writing (other than the Material Contracts that have been filed with the SEC prior to the date hereof as an exhibit to any Company SEC Filings), and a description of all material terms of each Material Contract or arrangement that is not in writing. (b) Except as set forth in Schedule 4.12(b), (i) there is no Contract or any judgment, Injunction, order or decree binding upon the Company or any of its Subsidiaries that has or would reasonably be likely to have the effect of prohibiting or materially restricting or limiting the ability of the Company to conduct its business as the same is currently conducted or contemplated to be conducted and (ii) none of the Company or any of the Company's Subsidiaries is a party to, and none of their respective assets is bound by, any Contract or any judgment, Injunction, order or decree that, after the consummation of the transactions contemplated by this Agreement, would be or would purport to be binding upon Parent or any of its Affiliates (other than the Surviving Corporation) or any Contract or any judgment, Injunction, order or decree in respect of which any act or omission of Parent or any of its Affiliates (other than the Surviving Corporation) would result in a breach or violation thereof or, in the case of any Contract, constitute (with or without notice or lapse of time or both) a default or event of default thereunder, or give rise to any right of termination, cancellation, amendment, acceleration, repurchase, prepayment or repayment or to increased payments thereunder, or give rise to or accelerate any material obligation or result in the loss or modification of any material rights or benefits thereunder or result in any Lien or Restriction on any of the material assets of the Surviving Corporation or any of its Subsidiaries. The Company has delivered to Parent a true and correct copy of each Contract that is in writing, a description of all material terms of each Contract or arrangement that is not in writing, and a true and correct copy of each judgment, Injunction, order or decree, listed or described, or required to be listed or described, on Schedule 4.12(b). (c) Schedule 4.12(c) lists or describes all transactions and Contracts between the Company or any of its Subsidiaries, on the one hand, and any director, executive officer or Significant Stockholder of the Company or any of its Subsidiaries or Equity Affiliates, on the other hand, other than any of such transactions that have previously been described in the Company SEC Filings filed with the SEC and publicly available prior to the date hereof. The Company has delivered to Parent a true and correct copy of each Contract and arrangement that is in writing, and a description of all material terms of each transaction and each Contract that is not in writing, listed or described, or required to be listed or described, on Schedule 4.12(c). (d) The directors' and officers', errors and omissions, fire and casualty, general liability, business interruption, product liability, and sprinkler and water damage insurance policies maintained by the Company or any of its Subsidiaries provide coverage for all normal risks incident to the business of the Company and its Subsidiaries and their respective properties and assets, and are in character and amount at least equivalent to that carried by Persons engaged in similar businesses and subject to the same or similar perils or hazards, except for any such failures to maintain insurance policies that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect.

Certain Agreements, Affiliate Transactions and Insurance. (a) Schedule 4.12(aSection 4.18(a) of the Company Disclosure Letter lists or describes each Contract to which the Company or any of its Subsidiaries is a party, or by which any of their respective assets are subject or bound, of the following nature except for (w) any Company Plan, (x) any of such Contracts that have been filed by the Company with the SEC prior to the date hereof as an exhibit to any of its Company SEC Filings, (y) any of such Contracts that Parent or any of its Subsidiaries are a party to, or (z) any of such Contracts that were entered into prior to March 27, 2000 of which the Company does not have knowledge (each Contract listed or required to be listed on Schedule 4.12(a)Section 4.18(a) of the Company Disclosure Letter, along with each Contract listed or described, or required to be listed or described, on Schedules 4.3(eSections 4.3(c), 4.3(f4.3(d), 4.12(b4.6(a), 4.17(a)(iv), 4.17(a)(v), 4.18(b) or 4.12(c4.18(c) and each contract which has previously been filed with of the SEC as an exhibit to any of its Company SEC FilingsDisclosure Letter, a "Material Contract"): (i) Contracts that are required to be filed with the SEC Commission pursuant to the Exchange Act as an exhibit to any of the Company SEC FilingsCompany's Annual Report on Form 10-K; (ii) Contracts that were entered into outside the ordinary course of business and pursuant to which any obligations or liabilities (whether absolute, contingent or otherwise) remain outstanding; (iii) employment, bonus or consulting agreements involving potential payments in excess of $100,000 50,000 over any period of 12 months or more; (iv) Contracts evidencing or securing Indebtedness of the Company or any of its Subsidiaries (other than trade accounts arising in the ordinary course of business that do not exceed $10,000 individually or $250,000 in the aggregate); (v) Contracts in which the Company or any of its Subsidiaries has guaranteed the obligations of any Person; (vi) Contracts that may require the Company or any of its Subsidiaries to indemnify any other Person; (vii) any Contract involving the potential payment (A) by the Company or any of its Subsidiaries of $100,000 50,000 or more or (B) to the Company or any of its Subsidiaries of an amount that is reasonably likely to be $100,000 50,000 or more, in each case including agreements with television networks (including broadcast and cable networks), cable and direct broadcast system operators, manufacturers of televisions and set-top boxes and advertisers; (viii) Contracts that contain any "most favored nations" provisions, as such term is commonly understood in the cable television and satellite television industries other than "most favored nation" provisions with respect to which the Company or any of its Subsidiaries is the beneficiaryindustries; (ix) Contracts that guarantee any Person a particular amount of payment from the Company or any of the Company's Subsidiaries irrespective of such Person's performance of any of its obligations under such Contract; (x) Contracts between the Company or any of its Subsidiaries, on the one hand, and any director, officer or Significant Stockholder of the Company or any of its Subsidiaries or Equity Affiliates, on the other hand; (xi) Contracts between the Company or any of its Subsidiaries, on the one hand, and any Significant Party, on the other hand; (xii) Contracts that contain a Change of Control Covenant; and (xiixiii) Contracts giving any Person the right (contingent or otherwise) to require the Company or any of its Subsidiaries to register under the Securities Act any securities or to participate in any registration of such securities. Except as set forth in Schedule 4.12(a)Section 4.18(a) of the Company Disclosure Letter, each Material Contract is in full force and effect and is valid and enforceable in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies and except that employees' covenants not to compete may not be enforceable in accordance with their terms in Colorado California and certain other jurisdictions), and the Company or the applicable Subsidiary of the Company, as the case may be, has taken all actions necessary to comply in all material respects with such Material Contract and is not in breach or violation of or default under (with or without notice or lapse of time or both) of any such Material Contract. To the knowledge of the Company, except as set forth in Schedule 4.12(a)Section 4.18(a) of the Company Disclosure Letter, all parties to the Material Contracts other than the Company and its Subsidiaries have complied in all material respects with the provisions thereof and no party is in breach or violation of, or in default (with or without notice or lapse of time, or both) under, such Material Contracts. The Company has not received notice of any actual or threatened termination, cancellation or limitation to, and, to the knowledge of the Company and there has not been any other adverse development in respect of, any of the Material Contracts. The Company has delivered or made available to Parent a true and correct copy of each Material Contract that is in writing (other than the Material Contracts that have been filed with the SEC prior to the date hereof as an exhibit to any Company SEC Filings)writing, and a description of all material terms of each Material Contract or arrangement that is not in writing, listed or described or required to be listed or described on Section 4.18(a) of the Company Disclosure Letter. (b) Except as set forth in Schedule 4.12(b)Section 4.18(b) of the Company Disclosure Letter, (i) there is no Contract or any judgment, Injunctioninjunction, order or decree binding upon the Company or any of its Subsidiaries that has or would reasonably be likely to have the effect of prohibiting or materially restricting or limiting the ability of the Company to conduct its business as the same is currently conducted or contemplated to be conducted and (ii) none of the Company or any of the Company's Subsidiaries is a party to, and none of their respective assets is bound by, any Contract or any judgmentjudgement, Injunctioninjunction, order or decree that, after the consummation of the transactions contemplated by this Agreement, would be or would purport to be binding upon Parent, a Controlling Party of Parent or any Affiliate of its Affiliates a Controlling Party of Parent (other than the Surviving CorporationEntity and the Surviving Entity's Subsidiaries) or any Contract or any judgmentjudgement, Injunctioninjunction, order or decree in respect of which any act or omission of Parent, a Controlling Party of Parent or any Affiliate of its Affiliates a Controlling Party of Parent (other than the Surviving CorporationEntity and the Surviving Entity's Subsidiaries) would result in a breach or violation thereof or, in the case of any Contract, constitute (with or without notice or lapse of time or both) a default or event of default thereunder, or give rise to any right of termination, cancellation, amendment, acceleration, repurchase, prepayment or repayment or to increased payments thereunder, or give rise to or accelerate any material obligation or result in the loss or modification of any material rights or benefits thereunder or result in any Lien or Restriction on any of the material assets of the Surviving Corporation Entity or any of its Subsidiaries. The Company has delivered to Parent a true and correct copy of each Contract that is in writing, a description of all material terms of each Contract or arrangement that is not in writing, and a true and correct copy of each judgment, Injunctioninjunction, order or decree, listed or described, or required to be listed or described, on Schedule 4.12(b)Section 4.18(b) of the Company Disclosure Letter. (c) Schedule 4.12(cSection 4.18(c) of the Company Disclosure Letter lists or describes all transactions and Contracts between the Company or any of its Subsidiaries, on the one hand, and any director, executive officer or Significant Stockholder of the Company or any of its Subsidiaries or Equity Affiliates, on the other hand, other than any of such transactions that have previously been described in the Company SEC Filings filed with the SEC and publicly available prior to the date hereof. The Company has delivered to Parent a true and correct copy of each Contract and arrangement that is in writing, and a description of all material terms of each transaction and each Contract that is not in writing, listed or described, or required to be listed or described, on Schedule 4.12(c)Section 4.18(c) of the Company Disclosure Letter. (d) The Section 4.18(d) of the Company Disclosure Letter sets forth all directors' and officers', errors and omissions, fire and casualty, general liability, business interruption, product liability, and sprinkler and water damage insurance policies maintained by the Company or any of its Subsidiaries Subsidiaries. Such policies are with reputable insurance carriers, provide adequate coverage for all normal risks incident to the business of the Company and its Subsidiaries and their respective properties and assets, and are in character and amount at least equivalent to that carried by Persons engaged in similar businesses and subject to the same or similar perils or hazards, except for any such failures to maintain insurance policies that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect. The Company has delivered to Parent true and complete copies of each policy set forth, or required to be set forth, on Section 4.18(d) of the Company Disclosure Letter.

Certain Agreements, Affiliate Transactions and Insurance. (a) Schedule 4.12(aSection 4.18(a) of the Company Disclosure Letter lists or describes each Contract to which the Company or any of its Subsidiaries is a party, or by which any of their respective its assets are subject or bound, of the following nature except for (w) any Company Plan, (x) any of such Contracts that have been filed by the Company with the SEC prior to the date hereof as an exhibit to any of its Company SEC Filings, (y) any of such Contracts that Parent or any of its Subsidiaries are a party to, or (z) any of such Contracts that were entered into prior to March 27, 2000 of which the Company does not have knowledge (each Contract listed or required to be listed on Schedule 4.12(a)Section 4.18(a) of the Company Disclosure Letter, along with each Contract listed or described, or required to be listed or described, on Schedules 4.3(eSections 4.3(c), 4.3(f4.3(d), 4.12(b4.17(a)(iv), 4.17(a)(v) or 4.12(c4.18(b) and each contract which has previously been filed with of the SEC as an exhibit to any of its Company SEC FilingsDisclosure Letter, a "Material ContractMATERIAL CONTRACT"): (i) Contracts that are required to be filed with the SEC Commission pursuant to the Exchange Act as an exhibit to any of the Company SEC FilingsCompany's Annual Report on Form 10-K; (ii) Contracts that were entered into outside the ordinary course of business and pursuant to which any obligations or liabilities (whether absolute, contingent or otherwise) remain outstanding; (iii) employment, bonus or consulting agreements involving potential payments in excess of $100,000 50,000 over any period of 12 months or more; (iv) Contracts evidencing or securing Indebtedness of the Company or any of its Subsidiaries (other than trade accounts arising in the ordinary course of business that do not exceed $10,000 individually or $250,000 100,000 in the aggregate); (v) Contracts in which the Company or any of its Subsidiaries has guaranteed the obligations of any Person; (vi) Contracts that may require the Company or any of its Subsidiaries to indemnify any other Person; (vii) any Contract involving the potential payment (A) by the Company or any of its Subsidiaries of $100,000 25,000 or more or (B) to the Company or any of its Subsidiaries of an amount that is reasonably likely to be $100,000 25,000 or more; (viii) Contracts that contain any "most favored nations" provisions, as such term is commonly understood in the cable television and satellite television industries other than "most favored nation" provisions with respect to which the Company or any of its Subsidiaries is the beneficiary; (ix) Contracts that guarantee any Person a particular amount of payment from the Company or any of the Company's Subsidiaries irrespective of such Person's performance of any of its obligations under such Contract; (x) Contracts between the Company or any of its Subsidiaries, on the one hand, and any director, officer or Significant Stockholder of the Company or any of its Subsidiaries or Equity Affiliates, on the other handCompany; (xi) Contracts between the Company and any Significant Party; (xii) Contracts that contain a Change of Control Covenant; and (xiixiii) Contracts giving any Person the right (contingent or otherwise) to require the Company or any of its Subsidiaries to register under the Securities Act any securities or to participate in any registration of such securities. Except as set forth in Schedule 4.12(a)Section 4.18(a) of the Company Disclosure Letter, each Material Contract is in full force and effect and is valid and enforceable in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies and except that employees' covenants not to compete may not be enforceable in accordance with their terms in Colorado California and certain other jurisdictions), and the Company or the applicable Subsidiary of the Company, as the case may be, has taken all actions necessary to comply in all material respects with such Material Contract and is not in breach or violation of or default under (with or without notice or lapse of time or both) of any such Material Contract. To the knowledge of the Company, except as set forth in Schedule 4.12(a)Section 4.18(a) of the Company Disclosure Letter, all parties to 30 the Material Contracts other than the Company and its Subsidiaries have complied in all material respects with the provisions thereof and no party is in breach or violation of, or in default (with or without notice or lapse of time, or both) under, such Material Contracts. The Except as set forth in Section 4.18(a) of the Company Disclosure Letter, the Company has not received notice of any actual or threatened termination, cancellation or limitation to, and, to the knowledge of the Company and there has not been any other adverse development in respect of, any of the Material Contracts. The Company has delivered or made available to Parent a true and correct copy of each Material Contract that is in writing (other than the Material Contracts that have been filed with the SEC prior to the date hereof as an exhibit to any Company SEC Filings)writing, and a description of all material terms of each Material Contract or arrangement that is not in writing, listed or described or required to be listed or described on Section 4.18(a) of the Company Disclosure Letter. (b) Except as set forth in Schedule 4.12(b)Section 4.18(b) of the Company Disclosure Letter, (i) there is no Contract or any judgment, Injunctioninjunction, order or decree binding upon the Company or any of its Subsidiaries that has or would reasonably be likely to have the effect of prohibiting or materially restricting or limiting the ability of the Company to conduct its business as the same is currently conducted or contemplated to be conducted and (ii) none of the Company or any of the Company's Subsidiaries is not a party to, and none of their respective its assets is bound by, any Contract or any judgment, Injunctioninjunction, order or decree that, after the consummation of the transactions contemplated by this Agreement, would be or would purport to be binding upon Parent, a Controlling Party of Parent or any Affiliate of its Affiliates a Controlling Party of Parent (other than the Surviving CorporationEntity and the Surviving Entity's Subsidiaries) or any Contract or any judgment, Injunctioninjunction, order or decree in respect of which any act or omission of Parent, a Controlling Party of Parent or any Affiliate of its Affiliates a Controlling Party of Parent (other than the Surviving CorporationEntity and the Surviving Entity's Subsidiaries) would result in a breach or violation thereof or, in the case of any Contract, constitute (with or without notice or lapse of time or both) a default or event of default thereunder, or give rise to any right of termination, cancellation, amendment, acceleration, repurchase, prepayment or repayment or to increased payments thereunder, or give rise to or accelerate any material obligation or result in the loss or modification of any material rights or benefits thereunder or result in any Lien or Restriction on any of the material assets of the Surviving Corporation Entity or any of its Subsidiaries. The Company has delivered made available to Parent a true and correct copy of each Contract that is in writing, a description of all material terms of each Contract or arrangement that is not in writing, and a true and correct copy of each judgment, Injunctioninjunction, order or decree, listed or described, or required to be listed or described, on Schedule 4.12(b)Section 4.18(b) of the Company Disclosure Letter. (c) Schedule 4.12(cExcept as set forth in Section 4.18(c) lists of the Company Disclosure Letter, there are no transactions or describes all transactions and Contracts between the Company or any of its Subsidiaries, on the one hand, and any director, executive officer or Significant Stockholder of the Company of any nature or any of its Subsidiaries kind whatsoever, whether written or Equity Affiliates, on the other hand, other than any of such transactions that have previously been described in the Company SEC Filings filed with the SEC and publicly available prior to the date hereof. The Company has delivered to Parent a true and correct copy of each Contract and arrangement that is in writing, and a description of all material terms of each transaction and each Contract that is not in writing, listed or described, or required to be listed or described, on Schedule 4.12(c)oral. (d) The Section 4.18(d) of the Company Disclosure Letter sets forth all directors' and officers', errors and omissions, fire and casualty, general liability, business interruption, product liability, and sprinkler and water damage insurance policies maintained by the Company. The Company has made available to Parent true and complete copies of each policy set forth, or any of its Subsidiaries provide coverage for all normal risks incident required to the business be set forth, on Section 4.18(d) of the Company and its Subsidiaries and their respective properties and assets, and are in character and amount at least equivalent to that carried by Persons engaged in similar businesses and subject to the same or similar perils or hazards, except for any such failures to maintain insurance policies that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse EffectDisclosure Letter.

Certain Agreements, Affiliate Transactions and Insurance. (a) Schedule 4.12(aSection 4.18(a) of the Company Disclosure Letter lists or describes each Contract to which the Company or any of its Subsidiaries is a party, or by which any of their respective its assets are subject or bound, of the following nature except for (w) any Company Plan, (x) any of such Contracts that have been filed by the Company with the SEC prior to the date hereof as an exhibit to any of its Company SEC Filings, (y) any of such Contracts that Parent or any of its Subsidiaries are a party to, or (z) any of such Contracts that were entered into prior to March 27, 2000 of which the Company does not have knowledge (each Contract listed or required to be listed on Schedule 4.12(a)Section 4.18(a) of the Company Disclosure Letter, along with each Contract listed or described, or required to be listed or described, on Schedules 4.3(eSections 4.3(c), 4.3(f4.3(d), 4.12(b4.17(a)(iv), 4.17(a)(v) or 4.12(c4.18(b) and each contract which has previously been filed with of the SEC as an exhibit to any of its Company SEC FilingsDisclosure Letter, a "Material Contract"): (i) Contracts that are required to be filed with the SEC Commission pursuant to the Exchange Act as an exhibit to any of the Company SEC FilingsCompany's Annual Report on Form 10-K; (ii) Contracts that were entered into outside the ordinary course of business and pursuant to which any obligations or liabilities (whether absolute, contingent or otherwise) remain outstanding; (iii) employment, bonus or consulting agreements involving potential payments in excess of $100,000 50,000 over any period of 12 months or more; (iv) Contracts evidencing or securing Indebtedness of the Company or any of its Subsidiaries (other than trade accounts arising in the ordinary course of business that do not exceed $10,000 individually or $250,000 100,000 in the aggregate); (v) Contracts in which the Company or any of its Subsidiaries has guaranteed the obligations of any Person; (vi) Contracts that may require the Company or any of its Subsidiaries to indemnify any other Person; (vii) any Contract involving the potential payment (A) by the Company or any of its Subsidiaries of $100,000 25,000 or more or (B) to the Company or any of its Subsidiaries of an amount that is reasonably likely to be $100,000 25,000 or more; (viii) Contracts that contain any "most favored nations" provisions, as such term is commonly understood in the cable television and satellite television industries other than "most favored nation" provisions with respect to which the Company or any of its Subsidiaries is the beneficiary; (ix) Contracts that guarantee any Person a particular amount of payment from the Company or any of the Company's Subsidiaries irrespective of such Person's performance of any of its obligations under such Contract; (x) Contracts between the Company or any of its Subsidiaries, on the one hand, and any director, officer or Significant Stockholder of the Company or any of its Subsidiaries or Equity Affiliates, on the other handCompany; (xi) Contracts between the Company and any Significant Party; (xii) Contracts that contain a Change of Control Covenant; and (xiixiii) Contracts giving any Person the right (contingent or otherwise) to require the Company or any of its Subsidiaries to register under the Securities Act any securities or to participate in any registration of such securities. Except as set forth in Schedule 4.12(a)Section 4.18(a) of the Company Disclosure Letter, each Material Contract is in full force and effect and is valid and enforceable in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies and except that employees' covenants not to compete may not be enforceable in accordance with their terms in Colorado California and certain other jurisdictions), and the Company or the applicable Subsidiary of the Company, as the case may be, has taken all actions necessary to comply in all material respects with such Material Contract and is not in breach or violation of or default under (with or without notice or lapse of time or both) of any such Material Contract. To the knowledge of the Company, except as set forth in Schedule 4.12(a)Section 4.18(a) of the Company Disclosure Letter, all parties to the Material Contracts other than the Company and its Subsidiaries have complied in all material respects with the provisions thereof and no party is in breach or violation of, or in default (with or without notice or lapse of time, or both) under, such Material Contracts. The Except as set forth in Section 4.18(a) of the Company Disclosure Letter, the Company has not received notice of any actual or threatened termination, cancellation or limitation to, and, to the knowledge of the Company and there has not been any other adverse development in respect of, any of the Material Contracts. The Company has delivered or made available to Parent a true and correct copy of each Material Contract that is in writing (other than the Material Contracts that have been filed with the SEC prior to the date hereof as an exhibit to any Company SEC Filings)writing, and a description of all material terms of each Material Contract or arrangement that is not in writing, listed or described or required to be listed or described on Section 4.18(a) of the Company Disclosure Letter. (b) Except as set forth in Schedule 4.12(b)Section 4.18(b) of the Company Disclosure Letter, (i) there is no Contract or any judgment, Injunctioninjunction, order or decree binding upon the Company or any of its Subsidiaries that has or would reasonably be likely to have the effect of prohibiting or materially restricting or limiting the ability of the Company to conduct its business as the same is currently conducted or contemplated to be conducted and (ii) none of the Company or any of the Company's Subsidiaries is not a party to, and none of their respective its assets is bound by, any Contract or any judgment, Injunctioninjunction, order or decree that, after the consummation of the transactions contemplated by this Agreement, would be or would purport to be binding upon Parent, a Controlling Party of Parent or any Affiliate of its Affiliates a Controlling Party of Parent (other than the Surviving CorporationEntity and the Surviving Entity's Subsidiaries) or any Contract or any judgment, Injunctioninjunction, order or decree in respect of which any act or omission of Parent, a Controlling Party of Parent or any Affiliate of its Affiliates a Controlling Party of Parent (other than the Surviving CorporationEntity and the Surviving Entity's Subsidiaries) would result in a breach or violation thereof or, in the case of any Contract, constitute (with or without notice or lapse of time or both) a default or event of default thereunder, or give rise to any right of termination, cancellation, amendment, acceleration, repurchase, prepayment or repayment or to increased payments thereunder, or give rise to or accelerate any material obligation or result in the loss or modification of any material rights or benefits thereunder or result in any Lien or Restriction on any of the material assets of the Surviving Corporation Entity or any of its Subsidiaries. The Company has delivered made available to Parent a true and correct copy of each Contract that is in writing, a description of all material terms of each Contract or arrangement that is not in writing, and a true and correct copy of each judgment, Injunctioninjunction, order or decree, listed or described, or required to be listed or described, on Schedule 4.12(b)Section 4.18(b) of the Company Disclosure Letter. (c) Schedule 4.12(cExcept as set forth in Section 4.18(c) lists of the Company Disclosure Letter, there are no transactions or describes all transactions and Contracts between the Company or any of its Subsidiaries, on the one hand, and any director, executive officer or Significant Stockholder of the Company of any nature or any of its Subsidiaries kind whatsoever, whether written or Equity Affiliates, on the other hand, other than any of such transactions that have previously been described in the Company SEC Filings filed with the SEC and publicly available prior to the date hereof. The Company has delivered to Parent a true and correct copy of each Contract and arrangement that is in writing, and a description of all material terms of each transaction and each Contract that is not in writing, listed or described, or required to be listed or described, on Schedule 4.12(c)oral. (d) The Section 4.18(d) of the Company Disclosure Letter sets forth all directors' and officers', errors and omissions, fire and casualty, general liability, business interruption, product liability, and sprinkler and water damage insurance policies maintained by the Company. The Company has made available to Parent true and complete copies of each policy set forth, or any of its Subsidiaries provide coverage for all normal risks incident required to the business be set forth, on Section 4.18(d) of the Company and its Subsidiaries and their respective properties and assets, and are in character and amount at least equivalent to that carried by Persons engaged in similar businesses and subject to the same or similar perils or hazards, except for any such failures to maintain insurance policies that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse EffectDisclosure Letter.

Certain Agreements, Affiliate Transactions and Insurance. (a) In addition to the Contracts filed as exhibits or incorporated by reference into the Company Annual Report, Section 4.18(a) of the Company Disclosure Schedule 4.12(a) lists or describes each other Contract to which the Company or any of its Subsidiaries is a party, or by which any of their respective its assets are subject or bound, of the following nature except for (w) any Company Plan, (x) any of such Contracts that have been filed by the Company with the SEC prior to the date hereof as an exhibit to any of its Company SEC Filings, (y) any of such Contracts that Parent or any of its Subsidiaries are a party to, or (z) any of such Contracts that were entered into prior to March 27, 2000 of which the Company does not have knowledge (each Contract listed or required to be listed on Schedule 4.12(a)Section 4.18(a) of the Company Disclosure Schedule, along with each Contract listed or described, or required to be listed or described, on Schedules 4.3(eSections 4.3(c), 4.3(f4.3(d), 4.12(b4.6(a), 4.18(b) or 4.12(c4.18(c) and each contract which has previously been filed with of the SEC as an exhibit to any of its Company SEC FilingsDisclosure Schedule, a "“Material Contract"”): (i) Contracts that are required to be filed with materially restrict the SEC pursuant to conduct of any line of business by the Exchange Act as an exhibit to Company or any of its Affiliates, including, following the Company SEC FilingsMerger, Parent or any of its Affiliates; (ii) Contracts that were entered into outside the ordinary course of business and pursuant to which any material obligations or liabilities (whether absolute, contingent or otherwise) remain outstanding; (iii) employment, bonus or consulting agreements or arrangements involving potential payments in excess of $100,000 250,000 over any period of 12 months or more; (iv) (other than any plan or agreement covered by Section 4.13 hereof) Contracts in which any of the benefits will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any stockholder approval or the consummation of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (v) material Intellectual Property Contracts (other than retail “shrink wrap” licenses); (vi) Contracts evidencing or securing Indebtedness of the Company or any of its Subsidiaries (other than trade accounts arising in the ordinary course of business that do not exceed $10,000 100,000 individually or $250,000 500,000 in the aggregate); (vvii) Contracts in which the Company or any of its Subsidiaries has guaranteed the obligations of any Person; (vi) Contracts Person or that may require the Company or any of its Subsidiaries to indemnify any other Person, other than Contracts entered into in the ordinary course of business and consistent with past practices; (viiviii) Contracts with any search engine (or affiliate thereof), portal (or affiliate thereof) or any other Person that provided, during the year ended December 31, 2004, or that during the year ending December 31, 2005, is reasonably expected to provide, more than 5% of the visitors to xxx.xxxxxxxxxx.xxx; (ix) any Contract involving the potential payment in a 12-month period (A) by the Company or any of its Subsidiaries of $100,000 500,000 or more or (B) to the Company or any of its Subsidiaries of an amount that is reasonably likely to be $100,000 50,000 or more, in each case including agreements with suppliers, wholesalers and advertisers; (viii) Contracts that contain any "most favored nations" provisions, as such term is commonly understood in the cable television and satellite television industries other than "most favored nation" provisions with respect to which the Company or any of its Subsidiaries is the beneficiary; (ixx) Contracts that guarantee any Person a particular amount of payment from the Company or any of the Company's Subsidiaries irrespective of such Person's ’s performance of any of its obligations under such Contract; (xxi) Contracts between that are material to the Company or any of its Subsidiaries, on the one hand, and any director, officer or Significant Stockholder business of the Company or any of its Subsidiaries or Equity Affiliates, on the other hand; (xi) Contracts that contain a Change of Control Covenant; and (xii) Contracts giving any Person the right (contingent or otherwise) to require the Company or any of its Subsidiaries to register under the Securities Act any securities or to participate in any registration of such securities. Except as set forth in Schedule 4.12(a), each Each Material Contract is in full force and effect and is valid and enforceable in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ rights generally, or by principles governing the availability of equitable remedies and except that employees' covenants not to compete may not be enforceable in accordance with their terms in Colorado and certain other jurisdictionsremedies), and the Company or the applicable Subsidiary of the Company, as the case may be, has taken all actions necessary to comply in all material respects with such Material Contract and is not in material breach or material violation of or material default under (with or without notice or lapse of time or both) of any such Material Contract. To the knowledge of the Company, except as set forth in Schedule 4.12(a)’s knowledge, all parties to the Material Contracts other than the Company and its Subsidiaries have complied in all material respects with the provisions thereof and no party is in breach or violation of, or in default (with or without notice or lapse of time, or both) under, such Material Contracts. The Company has not received notice of any actual or threatened termination, cancellation or limitation to, and, to the knowledge of the Company and there has not been any other adverse development in respect of, any of the Material Contracts. The Company has delivered or made available to Parent a true and correct copy of each Material Contract that is in writing (other than the Material Contracts that have been filed with the SEC prior to the date hereof as an exhibit to any Company SEC Filings)writing, and a description of all material terms of each Material Contract or arrangement that is not in writing, listed or described or required to be listed or described on Section 4.18(a) of the Company Disclosure Schedule. (b) Except as set forth in Schedule 4.12(b)Section 4.18(b) of the Company Disclosure Schedule, (i) there is no Contract or any judgment, Injunctioninjunction, order or decree binding upon the Company or any of its Subsidiaries that has or would reasonably be likely to have the effect of prohibiting or materially restricting or limiting the ability of the Company to conduct its business as the same is currently conducted or contemplated to be conducted and (ii) none of the Company or any of the Company's Subsidiaries is not a party to, and none of their respective its assets is bound by, any Contract or any judgment, Injunctioninjunction, order or decree that, after the consummation of the transactions contemplated by this Agreement, would be or would purport to be binding upon Parent or any Affiliate of its Affiliates Parent (other than the Surviving CorporationEntity) or any Contract or any judgment, Injunctioninjunction, order or decree in respect of which any act or omission of Parent or any Affiliate of its Affiliates Parent (other than the Surviving CorporationEntity) would result in a breach or violation thereof or, in the case of any Contract, constitute (with or without notice or lapse of time or both) a default or event of default thereunder, or give rise to any right of termination, cancellation, amendment, acceleration, repurchase, prepayment or repayment or to increased payments thereunder, or give rise to or accelerate any material obligation or result in the loss or modification of any material rights or benefits thereunder or result in any Lien or Restriction on any of the material assets of the Surviving Corporation or any of its SubsidiariesEntity. The Company has delivered made available to Parent a true and correct copy of each Contract that is in writing, a description of all material terms of each Contract or arrangement that is not in writing, and a true and correct copy of each judgment, Injunctioninjunction, order or decree, listed or described, or required to be listed or described, on Schedule 4.12(b)Section 4.18(b) of the Company Disclosure Schedule. (c) Section 4.18(c) of the Company Disclosure Schedule 4.12(c) lists or describes all transactions and Contracts between the Company or any of its SubsidiariesCompany, on the one hand, and any director, executive officer or Significant Stockholder of the Company or any of its Subsidiaries or Equity AffiliatesCompany, on the other hand, other than any of such transactions that have previously been described in the Company SEC Filings filed with the SEC and publicly available prior to the date hereof. The Company has delivered made available to Parent a true and correct copy of each Contract and arrangement that is in writing, and a description of all material terms of each transaction and each Contract that is not in writing, listed or described, or required to be listed or described, on Schedule 4.12(c)Section 4.18(c) of the Company Disclosure Schedule. (d) The Section 4.18(d) of the Company Disclosure Schedule sets forth all directors' ’ and officers'’, errors and omissions, fire and casualty, general liability, business interruption, product liability, theft and sprinkler and water damage insurance policies maintained by the Company or any of its Subsidiaries Company. Such policies are with reputable insurance carriers, provide adequate coverage for all normal risks incident to the business of the Company and its Subsidiaries and their respective properties and assets, and are in character and amount at least equivalent to that carried by Persons engaged in similar businesses and subject to the same or similar perils or hazards, except for any such failures to maintain insurance policies that, individually or in the aggregate, are would not be reasonably likely to have a Company Material Adverse Effect. The Company has made available to Parent true and complete copies of each policy set forth, or required to be set forth, on Section 4.18(d) of the Company Disclosure Schedule. (e) Section 4.18(e) of the Company Disclosure Schedule sets forth a complete and accurate list and description of all real property leased, subleased or otherwise occupied by the Company (the “Leased Real Property”). The Company does not own any real property. All of the leases or subleases of the Leased Real Property (the “Leases”) are valid, binding and in full force and effect, except insofar as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ right’s generally, or by principles governing the availability of equitable remedies. No Lease is subject to any mortgage, pledge, lien, encumbrance, sublease, assignment, license or other agreement granting to any third party any interest in such Lease or any right to the use or occupancy of any Leased Real Property, other than Permitted Encumbrances. The Company, as lessee under each Lease, is now in possession of all of the applicable Leased Real Property. There is no pending or, to the Company’s knowledge, threatened proceeding that might interfere in any material respect with the quiet enjoyment of the lessee. To the Company’s knowledge, the Company has performed all material obligations required to be performed by it to date under each Lease, and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company under any such Lease. The Company has exercised within the time prescribed in each Lease any option provided therein to extend or renew the term thereof. As used herein, the term “Lease” shall also include subleases, the term “lessor” shall also include any sublessor, and the term “lessee” shall also include any sublessee.

Certain Agreements, Affiliate Transactions and Insurance. (a) Schedule 4.12(a4.14 (a) lists or describes each Contract to which the Company or any of its Subsidiaries is a party, or by which any of their respective assets are subject or bound, of the following nature except for (w) any Company Plan, (x) any of such Contracts that have been filed by the Company with the SEC prior to the date hereof as an exhibit to any of its Company SEC Filings, (y) any of such Contracts that Parent or any of its Subsidiaries are a party to, or (z) any of such Contracts that were entered into prior to March 27, 2000 of which the Company does not have knowledge (each Contract listed or required to be listed on Schedule 4.12(a), along with each Contract listed or described, or required to be listed or described, on Schedules 4.3(e), 4.3(f), 4.12(b) or 4.12(c) and each contract which has previously been filed with the SEC as an exhibit to any of its Company SEC Filings, a "Material Contract"):nature: (i) Contracts that are required to be filed with the SEC pursuant to the Exchange Act as an exhibit to any of the Company SEC Filings; (ii) Contracts that were entered into outside the ordinary course of business and pursuant to which any obligations or liabilities (whether absolute, contingent or otherwise) remain outstanding; (iiiii) All employment, bonus or consulting agreements involving potential payments in excess of $100,000 over any period of 12 months or moreagreements; (iviii) Contracts evidencing or securing Indebtedness of the Company or any of its Subsidiaries (other than trade accounts arising in the ordinary course of business that do not exceed $10,000 2,500 individually or $250,000 2,500 in the aggregate); (viv) Contracts in which the Company or any of its Subsidiaries has guaranteed the obligations of any Person; (viv) Contracts that may require the Company or any of its Subsidiaries to indemnify any other Person; (viivi) any Contract involving the potential payment (Aa) by the Company or any of its Subsidiaries of $100,000 2,500 or more more; or (Bb) to the Company or any of its Subsidiaries of an amount that is reasonably likely to be $100,000 2,500 or more; (viii) Contracts that contain any "most favored nations" provisions, as such term is commonly understood in the cable television and satellite television industries other than "most favored nation" provisions with respect to which the Company or any of its Subsidiaries is the beneficiary; (ixvii) Contracts that guarantee any Person a particular amount of payment from the Company or any of the Company's ’s Subsidiaries irrespective of such Person's ’s performance of any of its obligations under such Contract; (xviii) Contracts between the Company or any of its Subsidiaries, on the one hand, and any director, officer or Significant Stockholder stockholder or equity holder of the Company or any of its Subsidiaries or Equity Affiliates, on the other hand; and (ix) Contracts between the Company or any of its Subsidiaries, on the one hand, and any Significant Party, on the other hand; (xix) Contracts that contain a Change of Control Covenant; and (xiixi) Contracts giving any Person the right (contingent or otherwise) to require the Company or any of its Subsidiaries to register under the Securities Act any securities or to participate in any registration of such securities. Except as expressly set forth in Schedule 4.12(a), 4.14(a)(xi) each Material Contract is in full force and effect and is valid and enforceable in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ rights generally, or by principles governing the availability of equitable remedies and except that employees' ’ covenants not to compete may not be enforceable in accordance with their terms in Colorado New York and certain other jurisdictions), and the Company or the applicable Subsidiary of the Company, as the case may be, has taken all actions necessary to comply in all material respects with such Material Contract and is not in breach or violation of or default under (with or without notice or lapse of time or both) of any such Material Contract. To the knowledge of the Company, except Except as set forth in Schedule 4.12(a4.14(a)(xi), all parties to the Material Contracts other than the Company and its Subsidiaries have complied in all material respects with the provisions thereof and no party is in breach or violation of, or in default (with or without notice or lapse of time, or both) under, such Material Contracts. The Company has not received notice of any actual or threatened termination, cancellation or limitation to, and, to the knowledge of the Company and there has not been any other adverse development in respect of, any of the Material Contracts. The Company has delivered or made available to Parent Fusion a true and correct copy of each Material Contract that is in writing (other than the Material Contracts that have been filed with the SEC prior to the date hereof as an exhibit to any Company SEC Filings), and a description of all material terms of each Material Contract or arrangement that is not in writing, listed or described or required to be listed or described on Schedule 4.14(a). (b) Except as set forth in Schedule 4.12(b), 4.14(b) (i) there is no Contract or any judgment, Injunctioninjunction, order or decree binding upon the Company or any of its Subsidiaries that has or would reasonably be likely to have the effect of prohibiting or materially restricting or limiting the ability of the Company to conduct its business as the same is currently conducted or contemplated to be conducted and (ii) none of the Company or any of the Company's ’s Subsidiaries is a party to, and none of their respective assets is bound by, any Contract or any judgment, Injunctioninjunction, order or decree that, after the consummation of the transactions contemplated by this Agreement, would be or would purport to be binding upon Parent or Fusion, a Controlling Party of Fusion or any Affiliate of its Affiliates a Controlling Party of Fusion (other than the Surviving CorporationEntity and the Surviving Entity’s Subsidiaries) or any Contract or any judgment, Injunctioninjunction, order or decree in respect of which any act or omission of Parent or Fusion, a Controlling Party of Fusion or any Affiliate of its Affiliates (other than the Surviving Corporation) a Controlling Party of Fusion would result in a breach or violation thereof or, in the case of any Contract, constitute (with or without notice or lapse of time or both) a default or event of default thereunder, or give rise to any right of termination, cancellation, amendment, acceleration, repurchase, prepayment or repayment or to increased payments thereunder, or give rise to or accelerate any material obligation or result in the loss or modification of any material rights or benefits thereunder or result in any Lien or Restriction on any of the material assets of the Surviving Corporation or any of its Subsidiariesthereunder. The Company and each Subsidiary has delivered or shall deliver ten (10) days prior to Parent Closing, to Fusion a true and correct copy of each Contract that is in writing, a description of all material terms of each Contract or arrangement that is not in writing, and a true and correct copy of each judgment, Injunctioninjunction, order or decree, listed or described, or required to be listed or described, on in Schedule 4.12(b4.14 (b). (c) Schedule 4.12(c4.14(c) lists or describes all transactions and Contracts between the Company or any of its Subsidiaries, on the one hand, and any director, executive officer or Significant Stockholder stockholder of the Company or any of its Subsidiaries or Equity Affiliates, on the other hand, other than any of such transactions that have previously been described in the Company SEC Filings filed with the SEC and publicly available prior to the date hereof. The Company has delivered to Parent Fusion or shall deliver ten (10) days prior to Closing, a true and correct copy of each Contract and arrangement that is in writing, and a description of all material terms of each transaction and each Contract that is not in writing, listed or described, or required to be listed or described, on in Schedule 4.12(c4.14(c). (d) The directors' and officers', errors and omissions, fire and casualty, general liability, business interruption, product liability, and sprinkler and water damage insurance policies maintained by Except as set forth in Schedule 4.14(d) the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities or mortgaged or pledged, or otherwise placed or agreed to place a lien or security interest on any asset of the Company individually in excess of $2,500, (iii) made any loans or advances to any person, other than ordinary advances for travel or other expenses, or (iv) sold, exchanged, licensed, encumbered, mortgaged, pledged or otherwise disposed of any of its Subsidiaries provide coverage for all normal risks incident to the business of the Company and its Subsidiaries and their respective properties and assetsassets or rights, and are in character and amount at least equivalent to that carried by Persons engaged in similar businesses and subject to the same or similar perils or hazards, except for any such failures to maintain insurance policies that, individually or other than in the aggregate, are not reasonably likely to have a Company Material Adverse Effectordinary course of business.