Comcast 2010 Annual Report Download - page 278

combination of the foregoing; provided that if GE has previously sold HoldCo Shares in connection with an IPO Purchase Right, the Second
Comcast Purchase Right may be effected only by a sale of HoldCo Shares. Notwithstanding the immediately preceding sentence, Comcast may
require that the Second Comcast Purchase Right be effected first by a purchase by Comcast of Units (instead of a purchase of HoldCo Shares) up
to an amount such that, after giving effect to such purchase, 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 Second Comcast Purchase 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 Second Comcast Purchase 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. If the First HoldCo Redemption Right is not
exercised pursuant to Section 9.02(a), 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) or as a result of any Change in Tax Law 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 Second Comcast Purchase 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 prior to the first date on which the Second
Comcast Purchase Right is exercisable, but no earlier than 30 days prior thereto, and its certificate with respect to the matters described in clause
(3) of the immediately preceding sentence as promptly as practicable after the determination of the Redemption Purchase Price.
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