Comcast 2010 Annual Report Download - page 208

Code attributable to the transaction set forth in Section 2.04 of the Master Agreement or any transaction described in Section 9.02, 9.03, 9.04,
9.06(c) or 9.08, and (y) the Applicable Tax Rate. For the avoidance of doubt, the Annual Tax Distribution Amount shall be calculated without
regard to any allocations pursuant to Sections 8.01(d)(ii) and 8.01(d)(iii) in connection with the disposition of an asset.
“ Applicable Accounting Method ” means the applicable accounting method by which GE is required, in accordance with GAAP, to
account for its investment in the Company (namely, on a consolidated basis, under the equity method or under the cost method).
“ Applicable Tax Rate ” means, with respect to a Tax Year, the combined federal, state and local income tax rate (giving effect to the
deductibility of state and local income taxes for federal income tax purposes) that would have applied to the Company during such Tax Year if it
were a corporation for U.S. federal income tax purposes.
“ Appraiser ” means any investment bank that, according to any nationally recognized data provider, was one of the top ten underwriters
of equity offerings by United States issuers in the United States during the calendar year immediately preceding the year in which the Appraiser
is engaged.
“ Available Cash ” means all cash and cash equivalents of the Company and its Subsidiaries in excess of $300 million.
“ Back-End Trigger Condition ” means HoldCo is a member of GE’s consolidated group for U.S. federal income tax purposes
immediately prior to the exercise of a Roll-Up Right.
“ BBN Holdings ” means BBN Holdings, Inc. and any successors thereto.
“ Board ” means the board of directors of the Company.
“ Business ” means (i) the production, development, publication, distribution, licensing, exploitation and aggregation of content (on any
medium now known or hereafter devised), including: (A) acquiring, producing, developing, distributing, licensing, syndicating, marketing and
selling content; (B) acquiring, producing, developing, distributing, licensing, syndicating, marketing and selling news (including weather),
sports, information and all manner of entertainment programming (including original programming) and other related content and merchandising
relating thereto, including out-of-the-home media platforms ( e.g. , taxicabs); (C) acquiring, producing, developing, distributing, licensing,
syndicating, marketing and selling motion pictures in theatrical and non-theatrical, home video/DVD, television, electronic sell-through, PPV,
VOD and by any other means; (D) acquiring, producing, developing, distributing,
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