Private Media Group (PRVT)

6.8 Title to Assets.

(a) The Company and each Company Subsidiary has good and marketable title to, or in the case of leased property, a valid and effective leasehold interest in, the tangible assets which are used by the Company and the Company Subsidiaries, located on its premises, shown on the Interim Balance Sheet, or acquired or accrued thereafter through the Closing Date (except for properties and assets disposed of in the Ordinary Course of Business since the date of the Interim Balance Sheet).

(b) All of the tangible assets referred to in Section 6.8(a) are free and clear of all Security Interests, and neither the Company nor any Seller has knowledge of any dispute or claim made by any other Person concerning any such right, title and interest in such assets.

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(c) Section 6.8(c) of the Disclosure Schedule sets forth a true and complete list and description of the tangible personal property with an individual original cost of $5,000 or more used or held by the Company that is owned or leased by the Company. None of the Company Subsidiaries owns any tangible personal property.

(d) Section 6.8(d) of the Disclosure Schedule sets forth a true and complete list of all real property leased, licensed to or otherwise used or occupied by the Company. None of the Company Subsidiaries owns real property.

6.9 Accounts Receivable. All accounts receivable of the Company and each Company Subsidiary are valid, bona fide, and collectible receivables, net of any recorded reserves for bad debts, created in the Ordinary Course of Business, and not subject to any setoff or counterclaim. The uncollected balance of the receivables identified in Section 6.9 of the Disclosure Schedule (if any) will be recorded as doubtful in the Company’s financial statements as of December 31, 2009. All accounts receivable will be collected within six (6) months of the Closing Date in accordance with their terms at their recorded amounts, net of any reserve for bad debts that are reflected in the 2009 Reviewed Interim Financial Statements. Neither the Company nor any Seller has Knowledge of any dispute or claim made by another Person concerning any such receivable. None of the accounts receivable are from any Affiliate or Family Affiliates of any Seller, the Company or the Company Subsidiaries.

6.10 Condition of Assets. The Company and each Company Subsidiary owns or leases all office space, equipment and other tangible assets which are reasonably necessary for the conduct of the Company’s Business as presently conducted. Each such tangible asset is in all material respects in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it presently is used.

6.11 Bank Accounts. Section 6.11 of the Disclosure Schedule lists all banks or other financial institutions with which the Company or any Company Subsidiary has an account or maintains a safe deposit box, showing the account numbers and names of the persons authorized as signatories with respect thereto. The Company has furnished to Buyer true and complete copies of any agreements setting forth the terms of any lines of credit available to the Company or any Company Subsidiary. As of the date of the 2009 Reviewed Interim Financial Statements, all accounts listed on Section 6.11 of the Disclosure Schedule have been reconciled to the books and records of the Company in all material respects.

6.12 Intellectual Property. The representations and warranties set forth in this Section 6.12 are the only representations and warranties that Sellers and the Company make with respect to the Intellectual Property.

(a) Section 6.12(a)(i) of the Disclosure Schedule sets forth a list of the Domain Names, Patents, Software, Trademarks and registered or material Copyrights owned by the Company and each Company Subsidiary and, where appropriate, the application or registration date, application or registration number, and place of any application or registration thereof. Section 6.12(a)(ii) of the Disclosure Schedule sets forth a list of each contract relating to Intellectual Property of any other Person used or held by the Company and each Company Subsidiary (except for generally available commercial Software and so-called “shrink wrap” agreements). The

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Company and each Company Subsidiary owns and possesses all right, title and interest in and to, or has a valid license to use, all of the Intellectual Property owned or used by it. The Intellectual Property owned by or licensed to the Company and the Company Subsidiaries is sufficient for the conduct of the business of the Company and each Company Subsidiary as currently conducted.

(b) Except pursuant to a contract set forth on Section 6.12(a)(ii) of the Disclosure Schedule and except pursuant to contracts for generally available commercial Software or so-called “shrink wrap” agreements, all of the Intellectual Property used by the Company and each Company Subsidiary in the conduct of the Company’s Business is owned by the Company and the Company Subsidiaries, and the Company and each Company Subsidiary have the sole and exclusive right to use such Intellectual Property for the life thereof as currently conducted for any purpose, free from (i) any Security Interest and (ii) any requirement of any past, present or future royalty payments, license fees, charges or other payments or conditions or restrictions whatsoever. Other than non-exclusive licenses of content to customers of the Company in the Ordinary Course of Business, neither the Company nor any Company Subsidiary has licensed or otherwise granted any right to any Person under any Intellectual Property owned or licensed to the Company or the Company Subsidiaries or has otherwise agreed not to assert any such Intellectual Property against any Person.

(c) No director, officer, shareholder, employee, consultant, contractor, agent or other representative of the Company or the Company Subsidiaries, nor any other third party, owns or claims any rights in (nor has any of them made application for) any Intellectual Property owned or purported to be owned by the Company or any Company Subsidiary.

(d) The Company and each Company Subsidiary has taken commercially reasonable efforts to protect and maintain the confidentiality of the Trade Secrets of the Company and each Company Subsidiary. Without limiting the generality of the foregoing, the Company or a Company Subsidiary has entered into confidentiality and nondisclosure agreements with all of its directors, officers, employees, consultants, contractors and agents and any other Person with access to the Trade Secrets of the Company and the Company Subsidiaries sufficient to protect the confidentiality and value of such Trade Secrets, and, to the Knowledge of Sellers, there has not been any breach by any of the foregoing to any such agreement.

(e) Neither the Company nor any Company Subsidiary has received any actual notice of, nor does the Company or any Seller have Knowledge of any reasonable basis for, any allegation of, any infringement or misappropriation by, or conflict with, any third party’s Intellectual Property.

(f) To the Knowledge of the Company and the Sellers, neither the Company nor any Company Subsidiary has infringed, misappropriated or otherwise violated any Intellectual Property rights of any third party, and neither the Company nor any Seller has Knowledge of any infringement, misappropriation or conflict which will occur as a result of the continued operation of the Company’s Business as presently operated.

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(g) To the Knowledge of the Company and the Sellers, no third party is infringing, misappropriating or otherwise violating the Intellectual Property of the Company or any Company Subsidiary.

(h) The consummation of the transactions contemplated by this Agreement will not (i) adversely affect the right of the Company or any Company Subsidiary to continue to use its Intellectual Property or the Intellectual Property licensed by the Company or any Company Subsidiary from third parties, (ii) require the payment of new or additional fees on the part of the Company or any Company Subsidiary with respect to any Intellectual Property or (iii) result in or cause the grant to any third party of any rights under or related to any of the Intellectual Property of the Company or any Company Subsidiary.

(i) To the extent that the Company or any Company Subsidiary has applied for or registered any Intellectual Property with any Governmental Authority (“Registered Intellectual Property”), such Registered Intellectual Property has been duly and validly registered or filed, and any fees or actions that are necessary to maintain in force any such Registered Intellectual Property have been paid or taken. No Intellectual Property of the Company or any Company Subsidiary has been abandoned, expired or otherwise entered the public domain other than the expiration of Registered Intellectual Property at the end of its full statutory term.

(j) Section 6.12(j) of the Disclosure Schedule separately lists all Public Software (as defined below) that is or was used in connection with the Intellectual Property of the Company or any Company Subsidiary or Company products or services, other than Public Software used solely as an internal development tool and not incorporated into any Company products or otherwise distributed by the Company in any manner to a third party. No software covered by or embodying any Intellectual Property of the Company or any Company Subsidiary or Company product has been or is being distributed, in whole or in part, or was used, or is being used in conjunction with, any Public Software in a manner which would require that such Intellectual Property of the Company or any Company Subsidiary or Company product (excluding the original Public Software) be disclosed or distributed in source code form or made available at no charge. “Public Software” means any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software (e.g., the Linux kernel) or licensed for use under “copyleft” (e.g., GNU’s GPL or LGPL) or similar licensing or distribution models.

(k) Neither Company nor any Company Subsidiary has collected or holds any personally identifiable information from any third parties except in accordance with Laws. The Company and the Company Subsidiaries have complied with all applicable Laws and the Company’s and the Company Subsidiaries’ internal privacy policies relating to (a) the privacy of users of their products and services and all Internet websites owned, maintained or operated by the Company or the Company Subsidiaries (the “Company Websites”) and (b) the collection, storage and transfer of any personally identifiable information collected by the Company or the Company Subsidiaries or by third parties having authorized access to the records of the Company or the Company Subsidiaries. Copies of all current and prior privacy policies of the Company and the Company Subsidiaries, including the privacy policies included in the Company Websites, are attached as Schedule 6.12(g) to the Disclosure Schedules. Each of the Company Websites and all materials distributed or marketed by the Company or the Company Subsidiaries have at all times made all disclosures to users or

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customers required by applicable Laws in effect as of the applicable dates and none of such disclosures made or contained in any Company Website or in any such materials have been inaccurate, misleading or deceptive or in violation of any applicable Law.

6.8 Title to Assets.

(a) Each of the Subsidiaries has good and marketable title to, or in the case of leased property, a valid and effective leasehold interest in, the tangible assets which are used by each of the Subsidiaries, located on its premises, shown on the Interim Balance Sheet, or acquired or accrued thereafter through the Closing Date (except for properties and assets disposed of in the Ordinary Course of Business since the date of the Interim Balance Sheet).

(b) All of the tangible assets referred to in Section 6.8(a) are free and clear of all Security Interests, and no Seller or Subsidiary has knowledge of any dispute or claim made by any other Person concerning any such right, title and interest in such and assets.

(c) Section 6.8(c) of the Disclosure Schedule sets forth a true and complete list and description of the tangible personal property with an individual original cost of $5,000 or more used or held by each of the Subsidiaries that is owned or leased by each of the Subsidiaries. None of the Subsidiaries, other than the Companies, owns any tangible personal property.

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(d) Section 6.8(d) of the Disclosure Schedule sets forth a true and complete list of all real property leased, licensed to or otherwise used or occupied by the of the Subsidiaries. None of the Subsidiaries owns real property.

6.9 Accounts Receivable. All accounts receivable of the Companies are valid, bona fide, and collectible receivables, net of any recorded reserves for bad debts, created in the Ordinary Course of Business, and not subject to any setoff or counterclaim. The uncollected balance of the receivable identified in Section 6.9 of the Disclosure Schedule will be recorded as doubtful in the Companies financial statements as of December 31, 2008. Except as set forth in Section 6.9 of the Disclosure Schedule, all accounts receivable will be collected within six (6) months of the Closing Date in accordance with their terms at their recorded amounts, net of any reserve for bad debts. No Seller or Subsidiary has Knowledge of any dispute or claim made by another Person concerning any such receivable. Other than the Companies, none of the Subsidiaries has any accounts receivable. None of the accounts receivable are from any Affiliate or Family Affiliates of the Sellers or the Subsidiaries.

6.10 Condition of Assets. Each of the Companies owns or leases all office space, equipment and other tangible assets which are reasonably necessary for the conduct of the Companies Business as presently conducted. Each such tangible asset is in all material respects in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it presently is used.

6.11 Bank Accounts. Section 6.11 of the Disclosure Schedule lists all banks or other financial institutions with which each Subsidiary has an account or maintains a safe deposit box, showing the account numbers and names of the persons authorized as signatories with respect thereto. The Subsidiaries have furnished to Buyer true and complete copies of any agreements setting forth the terms of any lines of credit available to any Subsidiary. As of the date of the 2008 Reviewed Interim Financial Statements, all accounts listed on Section 6.11 of the Disclosure Schedule have been reconciled to the books and records of the Subsidiaries in all material respects.