Comcast 2010 Annual Report Download - page 183

Section 2.11(a), each applicable party has paid or received the appropriate cash amount that would have been paid or received by such party if
the payments at Closing had been calculated based on the final amounts of all applicable items (rather than estimated amounts); provided that
any payments to be made pursuant to this Section 2.11(a) by or to the stockholders of NBCU as of the time that the NBCU Dividend was paid
shall be made in full by or to GE, as applicable, and (ii) each of GE and Comcast will hold a GE Note or Comcast Note, if applicable, with a
principal amount equal to the principal amount of the GE Note or Comcast Note, as applicable, that would have been issued at Closing if such
issuance at Closing had been based on the final amounts of all applicable items (rather than estimated amounts). Any cash amount required to be
paid pursuant to this Section 2.11(a) shall be paid by wire transfer of immediately available funds to an account designated by the party entitled
to receive such funds and shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal
to the 3-month London Interbank Offered Rate as of 11:00 am London time on the Closing Date. Such interest shall be payable at the same time
as the payment to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed.
(b) Within five (5) Business Days following the final resolution of each of International Working Capital Cash Amount, Post Distribution
Cash and In-Transit GE Cash (with such final resolution being deemed not to occur until all Disputed Items have been finally resolved and any
payments required pursuant to this Section 2.11(b) being made concurrently with any payments required by Section 2.11(a) and Section 2.11(c)),
(i) if the sum of International Working Capital Cash Amount, Post Distribution Cash and In-Transit GE Cash is greater than zero, Newco shall
pay to GE, on behalf of the Newco Interest Holders and Navy Holdco 2 (as applicable), the amount that such sum is greater than zero or (ii) if
the sum of International Working Capital Cash Amount, Post Distribution Cash and In-Transit GE Cash is less than zero, GE, on behalf of the
Newco Interest Holders and Navy Holdco 2 (as applicable), shall pay to Newco the amount that such sum is less than zero. Any cash amount
required to be paid pursuant to this Section 2.11(b) shall be paid by wire transfer of immediately available funds to an account designated by the
party entitled to receive such funds and shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per
annum equal to the 3-month London Interbank Offered Rate as of 11:00 am London time on the Closing Date. Such interest shall be payable at
the same time as the payment to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days
elapsed.
(c) Within five (5) Business Days following the final resolution of In-Transit Comcast Cash (with such final resolution being deemed not
to occur until all Disputed Items have been finally resolved and any payments required pursuant to this Section 2.11(c) being made concurrently
with any payments required by Section 2.11(a) and Section 2.11(b)), (i) if In-Transit Comcast Cash is greater than zero, Newco shall pay to
Comcast, on behalf of Comcast Navy Contribution, LLC, the amount that In-Transit Comcast Cash is greater than zero or (ii) if In-Transit
Comcast Cash is less than zero, Comcast, on behalf of Comcast Navy Contribution, LLC, shall pay to Newco the amount that In-Transit
Comcast Cash is less than zero. Any cash amount required to be paid pursuant to this Section 2.11(c) shall be paid by wire transfer of
immediately available funds to an account designated by the party entitled to receive such funds and shall bear interest from and including the
Closing Date to but excluding the date of payment at a rate per annum equal to the 3-month London Interbank Offered Rate as of 11:00 am
London time on the Closing Date. Such interest shall be payable at the same time as the payment to
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