Comcast 2010 Annual Report Download - page 273

effected first by a repurchase by the Company of Units (instead of a purchase of HoldCo Shares) up to an amount such that, after giving effect to
such repurchase, the disposition by GE and its Subsidiaries of their remaining HoldCo Shares for a price per HoldCo Share equal to the portion
of the Redemption Purchase Price attributable to one HoldCo Share will not result in GE and its Subsidiaries having a loss for U.S. federal
income tax purposes on the disposition of such shares that is disallowed by operation of Treasury Regulations Section 1.1502-36(c) (or any
successor provision) or as a result of any Change in Tax Law; provided that Comcast shall not be permitted to require that the First HoldCo
Redemption Right be effected through the acquisition of Units to the extent that, after such purchase of Units and the accompanying purchase of
HoldCo Shares pursuant to the exercise of the First HoldCo Redemption Right, (A) HoldCo would be a member of the GE consolidated group
for U.S. federal income tax purposes and (B) the aggregate bases of the members of GE’s consolidated group for U.S. federal income tax
purposes in their respective HoldCo Shares would be greater than the product of the Cushion Percentage and the allocable Redemption Purchase
Price of such remaining HoldCo Shares. At the time of the exercise of the First HoldCo Redemption Right, the Chief Financial Officer of GE
shall certify to Comcast and the Company as to GE’s good faith estimate based on facts then known after due inquiry of (1) the aggregate bases
of the members of GE’s consolidated group in such members’ HoldCo Shares for U.S. federal income tax purposes as of the Relevant Time,
(2) each GE Member’s basis in its Units for U.S. federal income tax purposes as of the Relevant Time, (3) the maximum portion of HoldCo’s
and HoldCo’s Subsidiaries’ Units that could have been sold, as of the Relevant Time, at the Redemption Purchase Price without causing GE and
its Subsidiaries to recognize a loss on such sale that is disallowed pursuant to Treasury Regulations Section 1.1502-36(c) (or any successor
provision) and (4) a description of all facts (to the extent such facts would not be required to be recorded by the Company on a properly
completed IRS Form 1065 (Schedule K-1)) occurring between the Relevant Time and the date of certification, or reasonably expected to occur
prior to the consummation of the transactions pursuant to the First HoldCo Redemption Right, that could have an effect on the foregoing
calculations during such time, in each case setting forth in reasonable detail the basis for such computation. The Chief Financial Officer of GE
shall deliver its certificate with respect to the matters described in clauses (1), (2) and (4) of the immediately preceding sentence together with
the Exercise Notice for the First HoldCo Redemption Right and its certificate with respect to the matters described in clause (3) of the
immediately preceding sentence as promptly as practicable after determination of the Redemption Purchase Price.
(b) HoldCo shall have the right (the “ Second HoldCo Redemption Right ” and together with the First HoldCo Redemption Right, the “
HoldCo Redemption Rights ”), exercisable upon written notice to Comcast and the Company during the six-month period commencing on the
seven year anniversary of the Closing Date, to require the Company to purchase securities representing
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