Comcast 2010 Annual Report Download - page 296

Section 13.06(ii) (a “ Comcast Third Party Acquirer ”) harmless against any income or franchise taxes imposed on a transfer of Units or
HoldCo Shares by GE or any GE transferee to Comcast, the Company or any Comcast Third Party Acquirer (including, for the avoidance of
doubt, any tax imposed upon an actual or deemed distribution of HoldCo Shares by the Company to Comcast or its Affiliates, Holding or its
Affiliates or a Comcast Third Party Acquirer or its Affiliates); provided that, other than in the case of the Back-End Transaction, if (I) pursuant
to the Second HoldCo Redemption Right, the aggregate Percentage Interests of the Comcast Members or the Comcast Third Party Acquirer and
its Affiliates, as applicable, will equal 100% after the purchase of securities upon HoldCo’s exercise of the Second HoldCo Redemption Right,
(II) GE elects to sell HoldCo Shares in connection with the Second HoldCo Redemption Right and (III) Comcast or the Comcast Third Party
Acquirer, as applicable, does not exercise its right to require the Company to assign to Comcast or the Comcast Third Party Acquirer, as
applicable, the obligation to purchase such HoldCo Shares pursuant to Section 9.04(d), GE shall not be required to indemnify any party with
respect to any tax described above to the extent attributable to the HoldCo Shares Transferred in connection with the Second HoldCo
Redemption Right; provided , further , that the amount payable by GE pursuant to this Section shall include an amount so that after paying all
Taxes with respect to the receipt of the indemnification payment, each party entitled to indemnification herein receives an amount (based on the
Applicable Tax Rate) equal to the amount that it would have received had not such Taxes been imposed. The party that may be entitled to
indemnification under the previous sentence (the “ Indemnified Party ”) will act in good faith to execute, or cause to be executed, the
transaction in which such securities are transferred in a manner that seeks to minimize the amount of taxes for which indemnification may by
claimed pursuant to the previous sentence (“ Indemnifiable Taxes ”); provided that the Indemnified Party shall not be required to structure the
transaction in a manner that seeks to minimize Indemnifiable Taxes if doing so would reasonably be expected to require the Indemnified Party to
incur any additional cost that is not compensated by GE.
(b) The Indemnified Party shall promptly deliver to GE a copy of any written communication received by the Indemnified Party or any of
its Affiliates from a taxing authority concerning Indemnifiable Taxes and shall promptly notify GE in writing of any pending or threatened audit,
claim or demand (a “ Tax Claim ”) that could give rise to a right of indemnification describing in reasonable detail the facts and circumstances
with respect to the subject matter of such Tax Claim.
(c) GE shall have the right, at its expense, to participate in any Tax Claim or administrative or judicial proceeding with respect to
Indemnifiable Taxes. Such participation shall include the right to review submissions made to a taxing authority as well as notice of any in
person or telephonic meetings with a taxing authority. The Indemnified Party shall not settle any such Tax Claim or
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