Comcast 2010 Annual Report Download - page 182

(d) The Neutral Accountant shall be instructed only to, acting as an expert and not as an arbitrator, resolve the Disputed Items. GE and
Comcast shall instruct the Neutral Accountant that a final written determination (which determination shall contain the underlying reasoning) of
each Disputed Item shall be completed and distributed to GE and Comcast as soon as practicable after the engagement of the Neutral
Accountant; provided that GE and Comcast shall use commercially reasonable efforts to cause the Neutral Accountant to make a final
determination within 30 days from the date the Disputed Item was submitted to the Neutral Accountant. GE and Comcast agree that all known
adjustments shall be made without regard to materiality. During the review by the Neutral Accountant, GE, Comcast and Newco shall make
available or cause to be made available to the Neutral Accountant such individuals and such information, work papers, books and records as may
be reasonably required by the Neutral Accountant to make its final determination. The Neutral Accountant shall rely solely on the written
submission of GE and Comcast with respect to the matters at issue and shall not undertake an independent investigation. With respect to each
Disputed Item, such determination shall not be in excess of the higher, nor less than the lower, of the amounts advocated by either party in such
dispute.
(e) The resolution by the Neutral Accountant of any Disputed Item shall be conclusive and binding upon the parties, absent manifest error.
The parties hereto agree that the procedure set forth in this Section 2.10 for resolving any Disputed Item shall be the sole and exclusive method
for resolving any such disputes.
(f) The fees and expenses of the Neutral Accountant shall be borne 50% by GE and 50% by Comcast.
(g) Comcast, GE and Newco agree that they will cooperate and assist in the preparation of the Closing Statement, 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 and in the conduct of the
reviews referred to in this Section 2.10, including the making available to the extent necessary of books, records, work papers and personnel.
10. Amendment to Section 2.11 . The parties hereby agree that Section 2.11 of the Agreement is hereby amended and restated in its
entirety to read as follows:
Section 2.11. Adjustments .
(a) Within five (5) Business Days following the final resolution of each of NBCU Interim Free Cash Flow, Trailing EBITDA of NBCU,
Trailing EBITDA of the Contributed Comcast Businesses and Excess Factoring Amount (with such final resolution being deemed not to occur
until all Disputed Items have been finally resolved and any payments required by this Section 2.11(a) being made concurrently with any
payments required by Section 2.11(b) and Section 2.11(c)), the applicable parties will make such cash payments, modify or cancel any
applicable GE Note or Comcast Note, and execute or deliver any applicable GE Note or Comcast Note, in each case as required in order that, as
a result of the actions taken pursuant to this Section 2.11(a), (i) on a net basis after giving effect to any applicable payments made or received at
Closing and any other payment that would be required to be made or received pursuant to this
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