Comcast 2010 Annual Report Download - page 181

accordance with Treasury Regulations Section 1.1445-2(b)(2) to the effect that the applicable transferor is not a “foreign person.”
Newco hereby directs Comcast and the other Comcast Transferors (including Comcast Navy Contribution, LLC) to transfer the Contributed
Comcast Assets to NBCU on its behalf and NBCU to assume the Assumed Comcast Liabilities on its behalf, in each case, as described in
Section 2.08(i) and subject to the terms and conditions of this Agreement.
9. Amendment to Section 2.10 . The parties hereby agree that Section 2.10 of the Agreement is hereby amended and restated in its entirety
to read as follows:
Section 2.10. Closing Statement .
(a) As promptly as practicable after the Closing Date, but no later than the later of (x) 30 days after the end of the last complete fiscal
quarter included in Trailing EBITDA of NBCU and (y) 60 days after the Closing Date, Comcast will cause to be prepared and delivered to GE a
statement setting forth in reasonable detail Comcast’s calculation of NBCU Interim Free Cash Flow, Trailing EBITDA of NBCU, Trailing
EBITDA of the Contributed Comcast Businesses, Excess Factoring Amount, International Working Capital Cash Amount, Post Distribution
Cash, In-Transit GE Cash and In-Transit Comcast Cash (the “ Closing Statement ”).
(b) If GE disagrees with Comcast’s calculation of NBCU Interim Free Cash Flow, Trailing EBITDA of NBCU, Trailing EBITDA of the
Contributed Comcast Businesses, Excess Factoring Amount, International Working Capital Cash Amount, Post Distribution Cash, In-
Transit GE
Cash or In-Transit Comcast Cash as set forth in the Closing Statement, GE may, within 30 days after delivery of the Closing Statement deliver a
notice to Comcast disagreeing with such calculation and which specifies GE’s calculation of such amount and in reasonable detail GE’s grounds
for such disagreement. Any such notice of disagreement shall specify those items or amounts as to which GE disagrees (each, a “
Disputed Item
”), and GE shall be deemed to have agreed with all other relevant amounts contained in the Closing Statement and the calculation of NBCU
Interim Free Cash Flow, Trailing EBITDA of NBCU, Trailing EBITDA of the Contributed Comcast Businesses, Excess Factoring Amount,
International Working Capital Cash Amount, Post Distribution Cash, In-Transit GE Cash and In-Transit Comcast Cash set forth therein.
(c) If no notice of disagreement is timely delivered pursuant to Section 2.10(b), then the calculation of NBCU Interim Free Cash Flow,
Trailing EBITDA of NBCU, Trailing EBITDA of the Contributed Comcast Businesses, Excess Factoring Amount, International Working
Capital Cash Amount, Post Distribution Cash, In-Transit GE Cash and In-Transit Comcast Cash set forth in the Closing Statement shall be final
and binding for all purposes. If a notice of disagreement shall be duly delivered pursuant to Section 2.10(b), Comcast and GE shall, during the 30
days following such delivery, use their good faith efforts to reach agreement on the Disputed Items. If Comcast and GE are unable to reach such
agreement during such period, they shall, within five (5) days thereafter, engage an internationally recognized accounting firm mutually agreed
by GE and Comcast (the “ Neutral Accountant ”),
pursuant to an engagement agreement executed by GE, Comcast and the Neutral Accountant,
to resolve each Disputed Item.
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