Comcast 2010 Annual Report Download - page 220

“ Governmental Approval ” means any authorization, consent, waiver, order and approval of any Governmental Authority, including any
applicable waiting periods associated therewith.
“ Governmental Authority ” means any transnational, domestic or foreign federal, state or local government, political subdivision,
governmental, regulatory or administrative authority, instrumentality, agency, body or commission, self-regulatory organization or any court,
tribunal, or judicial or arbitral body.
“ Group ” means the GE Group or the Company Group, as the context requires.
“ Gross Asset Value ” means with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:
(i) The initial Gross Asset Value of any asset contributed (or deemed contributed for U.S. federal income tax purposes) by a Member
to the Company in the Initial Capital Contribution and by Comcast or a Comcast Affiliate in any subsequent contribution shall be the gross
fair market value of such asset, as mutually agreed by Comcast and the GE Members at the time of the contribution. If Comcast and the GE
Members at the time of the contribution are unable to reach agreement as to the initial Gross Asset Value of any such asset, such amount
shall be determined pursuant to a mutually agreeable appraisal process. The initial Gross Asset Value of any other asset contributed (or
deemed contributed for U.S. federal income tax purposes) by a Member other than Comcast or a Comcast Affiliate to the Company shall
be the gross fair market value of such asset, as determined by the Tax Matters Member in its reasonable discretion;
(ii) The Gross Asset Value of any asset shall be adjusted to equal its gross fair market value (taking Section 7701(g) of the Code into
account), as determined by the Tax Matters Member in its reasonable discretion as of the following times: (A) the acquisition of one or
more additional Units in the Company by any new or existing Member; (B) the making of an Additional Capital Contribution; (C) the
distribution by the Company to a Member of more than a de minimis amount of the Company’s property as consideration for an interest in
the Company; (D) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); and (E) the
withdrawal of a Member from the Company; provided that an adjustment described in clauses (A), (B) and (E) of this paragraph shall be
made only if the Tax Matters Member reasonably determines that such adjustment is necessary to reflect the relative interests of the
Members in the Company;
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