Comcast 2010 Annual Report Download - page 180

Newco, NBCU and, in consideration therefor, Newco shall issue to Comcast Navy Contribution, LLC, free and clear of all Liens, Newco
Membership Interests representing 25.75% of the outstanding Newco Membership Interests (determined after giving effect to such issuance)
and, to the extent Contributed Comcast Equity Interests are certificated, Comcast Navy Contribution, LLC shall deliver or cause to be delivered
to Newco or NBCU, as applicable, certificates evidencing such Contributed Comcast Equity Interests, duly endorsed in blank or accompanied by
powers duly executed in blank or other duly executed instruments of transfer as required in order to validly transfer title in and to the
Contributed Comcast Equity Interests, and to the extent such Contributed Comcast Equity Interests are not certificated, Comcast Navy
Contribution, LLC shall deliver or cause to be delivered to Newco or NBCU, as applicable, other customary evidence of ownership; and Newco
or NBCU, as applicable, shall assume the Assumed Comcast Liabilities and Comcast Navy Contribution, LLC shall, or shall cause a Subsidiary
of Comcast (other than a Contributed Comcast Subsidiary), to assume all Excluded Comcast Liabilities that are Liabilities of a Contributed
Comcast Subsidiary;
(j) tenth, (i) the Newco Interest Holders shall, and GE shall cause the Newco Interest Holders to, deliver to Comcast Navy Acquisition,
LLC, free and clear of all Liens, all of the Newco Membership Interests owned by the Newco Interest Holders and (ii) Navy Holdco 2 shall, and
GE shall cause Navy Holdco 2 to, deliver to Comcast Navy Acquisition, LLC, free and clear of all Liens, Newco Membership Interests which,
when aggregated with the interests delivered pursuant to clause (i), will constitute 25.25% of the outstanding Newco Membership Interests, in
consideration of the payment by Comcast Navy Acquisition, LLC of the Comcast/NBCU Purchase Price;
(k) eleventh, if Estimated Combined EBITDA is less than the Target Combined EBITDA then NBCU shall issue to Comcast Navy
Acquisition, LLC or such Affiliate of Comcast Navy Acquisition, LLC a note in the form of Exhibit F-2 with a principal amount equal to the
Shortfall Amount (the “ Comcast Note ”);
(l) twelfth, the Escrow Agent shall release from escrow into the accounts of Navy Holdco 2 and the Newco Interest Holders designated in
the Escrow Agreement the Comcast/NBCU Purchase Price, the Shortfall Amount, if any, and the amount of the 2008 Contributed Comcast
Businesses EBITDA Adjustment, if any, in each case, pursuant to the terms of the Escrow Agreement;
(m) thirteenth, the parties hereto shall, and shall cause their respective applicable Subsidiaries to, execute and deliver such deeds, bills of
sale, endorsements, consents, assignments, assumptions and other good and sufficient documents or instruments as such parties and their
respective counsel shall deem reasonably necessary in connection with the actions referred to in Sections 2.08(a) through (l); and
(n) finally, each NBCU Transferor and Comcast Transferor that will convey a “United States real property interest” (as defined under
Section 897 of the Code) shall deliver to Newco a certificate in accordance with Treasury Regulations Section 1.1445-2(b)(2) to the effect that
the applicable transferor is not a “foreign person,” and each of Navy Holdco 2 and the Newco Interest Holders shall deliver to Comcast Navy
Acquisition, LLC a certificate in
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