Comcast Native Assumed Liabilities Sample Clauses

Comcast Native Assumed Liabilities. At the Closing, and except as otherwise provided for herein, each Comcast Native Newco being assigned Comcast Native Assets pursuant to Section 2.1(d) shall assume, and, from and after the Closing, such Comcast Native Newco or its Affiliates shall pay, discharge and perform as and when due, its applicable portion of all (a) Liabilities of the Comcast Group to the extent arising out of, resulting from or associated with (1) the ownership and operation of 51 the Comcast Native Assets and/or the Comcast Native Business prior to Closing, or (2) the transfer of such Comcast Native Assets or such portion of the Comcast Native Business (i) to the Comcast Native Newcos pursuant to Section 2.1(d) or [the Exchanges](ii) pursuant to the Exchanges (but subject, in the case of Equity Securities included in the Comcast Native Assets pursuant to Section 2.1(f)(ix), to clause (viii) of the definition of Comcast Native Excluded Liabilities, below), but in each case only to the extent such Liabilities are (x) not specifically otherwise allocated pursuant to Section 3.4 hereof or (y) reflected in the Net Liabilities Adjustment Amount used to calculate the Final Closing Adjustment Amount and (b) all Liabilities to the extent relating to, arising out of or resulting from the ownership and operation of the Comcast Native Assets and/or the Comcast Native Business after the Closing (clauses (a) and (b) collectively, the “Comcast Native Assumed Liabilities” and, together with the Comcast/Adelphia Assumed Liabilities, the “Comcast Assumed Liabilities”). The Comcast Native Assumed Liabilities shall not include, with respect to any Comcast Native Assets or Comcast Native Business, (i) Excluded Tax Liabilities, (ii) Liabilities set forth on Schedule 2.3, (iii) Liabilities for long-term debt (including the current portion thereof), (iv) Liabilities to the extent arising out of, resulting from or associated with the use, ownership or operation of the Comcast Excluded Assets, (v) any Liabilities of any Comcast Group Member other than Comcast Native Assumed Liabilities, (vi) any Liabilities of the type that would be excluded from financial statements by reason of the GAAP Adjustments[ or], (vii) any intercompany payable created to record cash lent to the Comcast Native Systems prior to Closing[ (clauses (i) through (vii], or (viii) any incremental Liabilities arising out of, resulting from or associated with (A) the transfer of Dallas Equity Securities or of Equity Securities of a Restructured Comcast Native Newco, including any incremental Liabilities arising out of, resulting from or associated with any Restructuring Transaction, in each case as compared to (B) (1) the transfer to a newly formed Disregarded Entity that would not be treated as the successor of any other entity whether by merger or otherwise (except to the extent such transfer would itself result in such Disregarded Entity being considered a successor of the applicable transferor) of the Comcast Native Assets held by the Comcast Dallas Entities or the Restructured Comcast Native Newco referred to in subclause (viii)(A), as applicable, and the assumption by such Disregarded Entity of the Comcast Native Assumed Liabilities of the Comcast Dallas Entities or the Restructured Comcast Native Newco referred to in subclause (viii)(A), as applicable, and (2) the transfer by the applicable Comcast Transferor of such newly formed Disregarded Entity (the Liabilities determined pursuant to this clause (viii), the “Incremental Liabilities”) (clauses (i) through (viii) collectively, “Comcast Native Excluded Liabilities”).
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