Comcast 2010 Annual Report Download - page 221

(iii) The Gross Asset Value of any asset distributed to any Member shall be adjusted to equal the gross fair market value (taking
Section 7701(g) of the Code into account) of such asset on the date of distribution as determined by the Tax Matters Member in its
reasonable discretion;
(iv) The Gross Asset Value of any asset shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such asset
pursuant to Section 734(b) or 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital
Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m); and
(v) If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraph (i), (ii) or (iv), such Gross Asset
Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset, for purposes of computing Profits and
Losses;
provided , however
, that if the determination by the Tax Matters Member pursuant to clause (i), (ii) or (iii) could reasonably be expected to
have an adverse effect on any GE Member or any of its Affiliates that is material and disproportionate as to its effect on other Members or
their Affiliates such determination shall be subject to the consent of such GE Member, which consent shall not be unreasonably withheld
or delayed.
“ Grossed-Up Roll-Up Purchase Price ” means the Roll-Up Purchase Price divided by GE’s HoldCo interest immediately prior to the
commencement of the Back-End Transaction. For purposes of this definition, GE’s HoldCo interest shall include the HoldCo interests held by
wholly-owned Subsidiaries of GE.
“ HoldCo Agreement ” means the Navy HoldCo 2 Agreement the form of which is attached as an exhibit to the Master Agreement.
“ HoldCo Shareholder ” means, at any time, any Person who, at such time, directly owns any HoldCo Shares.
“ HoldCo Shares ” means shares of common stock, par value $0.01 per share, of HoldCo.
“ Independent Director ” means an individual meeting the independence tests necessary for service on the audit committee of a public
company listed on any national securities exchange on which the Company is listed if then listed.
“ Insurance ” means any product or service determined to constitute insurance, assurance or reinsurance by the Laws in effect in any
jurisdiction.
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