Comcast 2010 Annual Report Download - page 286

Subsidiaries of their remaining HoldCo Shares for a purchase price per HoldCo Share equal to the portion of the ROFO Offer 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 , further
, that Comcast shall not be permitted to require that the transactions pursuant to its acceptance of the ROFO Offer be
effected through the acquisition of Units to the extent that, after such purchase and the accompanying purchase of HoldCo Shares pursuant to its
acceptance of the ROFO Offer, (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 ROFO Offer Price of such remaining HoldCo Shares. To the extent
Comcast makes a valid election pursuant to the immediately preceding sentence, HoldCo shall be deemed for purposes of the provisions of this
Section 9.06 to have made a ROFO Offer to Comcast with respect to the relevant amount of Units.
(c) If Comcast accepts such ROFO Offer within such 20 calendar day period, Comcast and the seller or sellers of the relevant Units or
HoldCo Shares shall consummate the purchase and sale of the Units or HoldCo Shares as to which Comcast has accepted the ROFO Offer on the
terms set forth in the ROFO Notice within 20 calendar days of the date of Comcast’s acceptance of the ROFO Offer; provided that, if any
Governmental Approvals are required in connection with such transaction, such 20 calendar day period shall be extended until the expiration of
three Business Days following the date on which all Governmental Approvals required with respect to such proposed transaction are obtained
and any applicable waiting periods under applicable Law have expired or been terminated but in no event will such period be extended for more
than an additional 120 calendar days (it being understood that, if any such required Governmental Approvals are not obtained within such 120
calendar day period, Comcast and the proposed seller shall not be obligated to proceed with the proposed transaction and the proposed seller may
include the Units or HoldCo Shares which were to have been sold to Comcast in any transaction effected pursuant to Section 9.06(d)). The
parties to any such transaction shall use their respective commercially reasonable efforts to obtain any such required Governmental Approvals.
At the closing of the Transfer, Comcast or the applicable Comcast Subsidiary shall purchase the applicable securities free and clear of all liens
and encumbrances (other than those arising under this Agreement or the HoldCo Agreement). In connection with such closing and except as
otherwise provided in the HoldCo Agreement, neither GE nor HoldCo or any of their respective Affiliates shall be required to make any
representations or warranties or provide any indemnification to Comcast or the applicable Comcast Subsidiary except for or in respect of the
Specified Representations.
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