Common use of Financial Information; Accounting Controls; Absence of Undisclosed Liabilities Clause in Contracts

Financial Information; Accounting Controls; Absence of Undisclosed Liabilities. (a) Section 3.06(a) of the NBCU Disclosure Letter sets forth (i) the audited consolidated balance sheets of NBCU and its consolidated Subsidiaries as of December 31, 2008 (the “NBCU Reference Balance Sheet”) and December 31, 2007, (ii) the related audited consolidated statements of earnings, shareholders’ equity and cash flows for the years ended December 31, 2008 and December 31, 2007 and (iii) the unaudited consolidated balance sheet of NBCU and its consolidated Subsidiaries as of June 30, 2009 and the related consolidated statements of earnings, shareholders’ equity and cash flows of NBCU and its consolidated Subsidiaries for the six month period then ended (the balance sheets and statements referred to in clauses (i), (ii) and (iii) being herein collectively referred to as the “NBCU Financial Statements”). The NBCU Financial Statements have been prepared in all material respects in accordance with U.S. GAAP (except with respect to the unaudited balance sheet and statements, for the absence of notes and normal recurring year-end adjustments that, individually or in the aggregate, would not be material) and present fairly, in all material respects, the financial position and the results of operations and cash flows of NBCU and its consolidated Subsidiaries at their respective dates and for the periods covered by such statements. (b) The NBCU Entities have maintained systems of internal accounting controls with respect to the NBCU Businesses sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for NBCU. NBCU has implemented disclosure controls and procedures designed to ensure that material information relating to the NBCU Businesses is made known to the management of NBCU by others within the NBCU Businesses. (c) The information in any databases maintained by any NBCU Transferor or NBCU Entity to track licensing of Library Pictures for television and home video worldwide relating to the Library of the NBCU Transferors and the NBCU Entities has been maintained by the NBCU Transferors and the NBCU Entities in the ordinary course of business, is derived from the books and records and the Exploitation Agreements of the NBCU Transferors and the NBCU Entities, and is relied on by the NBCU Transferors and the NBCU Entities in conducting the NBCU Businesses. (d) Except (i) as set forth in the NBCU Financial Statements, (ii) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the NBCU Reference Balance Sheet, (iii) Excluded NBCU Liabilities, (iv) Liabilities for Taxes, which are exclusively governed by the Tax Matters Agreement, and (v) Liabilities that would not reasonably be expected to have, individually or in the aggregate, a NBCU Material Adverse Effect, there are no Liabilities of the NBCU Transferors, the NBCU Entities or otherwise relating to the NBCU Businesses required under U.S. GAAP to be reflected in the NBCU Financial Statements.

Financial Information; Accounting Controls; Absence of Undisclosed Liabilities. (a) Section 3.06(a5.06(a) of the NBCU Comcast Disclosure Letter sets forth (i) the audited consolidated unaudited combined balance sheets sheet of NBCU and its consolidated Subsidiaries as of the Contributed Comcast Businesses at December 31, 2008 (the “NBCU Comcast Reference Balance Sheet”) and December 31at Xxxxxxxx 00, 20070000, (iixx) the related audited consolidated unaudited combined statements of earnings, shareholders’ equity and cash flows operations for the years ended December 31, 2008 and December 31, 2007 2007, and (iii) the unaudited consolidated combined balance sheet of NBCU and its consolidated Subsidiaries the Contributed Comcast Businesses as of June 30, 2009 and the related consolidated combined statements of earnings, shareholders’ equity and cash flows operations of NBCU and its consolidated Subsidiaries the Contributed Comcast Businesses for the six month period then ended (the balance sheets and statements referred to in clauses (i), (ii) and (iii) being herein collectively referred to as the “NBCU Comcast Financial Statements”). The NBCU Comcast Financial Statements have been prepared in all material respects in accordance with U.S. GAAP (except with respect to the unaudited balance sheet and statementsand, for the absence of notes and normal recurring year-end adjustments thattaken as a whole, individually or in the aggregate, would not be material) and present fairly, in all material respects, the financial position and the results of operations and cash flows of NBCU and its consolidated Subsidiaries the Contributed Comcast Businesses at their the respective dates and for the periods covered by such statementsstatements in accordance with U.S. GAAP, except for (i) the classification treatment of certain intercompany balances, (ii) the lack of an allocation of certain Comcast corporate costs and certain integrated Comcast corporate related accounts and balances, (iii) the lack of a statement of cash flows and a statement of shareholders equity, and (iv) an incomplete set of financial statement footnotes. (b) The NBCU Entities Comcast Transferors and the Contributed Comcast Subsidiaries have maintained systems of internal accounting controls with respect to the NBCU Contributed Comcast Businesses sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for NBCUthe Contributed Comcast Businesses. NBCU Comcast has implemented disclosure controls and procedures designed to ensure that material information relating to the NBCU Contributed Comcast Businesses is made known to the management of NBCU the Contributed Comcast Businesses by others within the NBCU Contributed Comcast Businesses. (c) The information in any databases maintained by any NBCU Comcast Transferor or NBCU Entity Contributed Comcast Subsidiary to track licensing of Library Pictures for television and home video worldwide relating to the Library of the NBCU Comcast Transferors and the NBCU Entities Contributed Comcast Subsidiaries has been maintained by the NBCU Comcast Transferors and the NBCU Entities Contributed Comcast Subsidiaries in the ordinary course of business, is derived from the books and records and the Exploitation Agreements of the NBCU Comcast Transferors and the NBCU EntitiesContributed Comcast Subsidiaries, and is relied on by the NBCU Comcast Transferors and the NBCU Entities Contributed Comcast Subsidiaries in conducting the NBCU Contributed Comcast Businesses. (d) Except (i) as set forth in the NBCU Comcast Financial Statements, (ii) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the NBCU Comcast Reference Balance Sheet, (iii) Excluded NBCU Comcast Liabilities, (iv) Liabilities for Taxes, which are exclusively governed by the Tax Matters Agreement, Agreement and (v) Liabilities that would not reasonably be expected to have, individually or in the aggregate, a NBCU Comcast Material Adverse Effect, there are no Liabilities of the NBCU Comcast Transferors, the NBCU Entities Contributed Comcast Subsidiaries or otherwise relating to the NBCU Contributed Comcast Businesses required under U.S. GAAP to be reflected in the NBCU Comcast Financial Statements.

Financial Information; Accounting Controls; Absence of Undisclosed Liabilities. (a) Section 3.06(a5.06(a) of the NBCU Comcast Disclosure Letter sets forth forth (i) the audited consolidated unaudited combined balance sheets sheet of NBCU and its consolidated Subsidiaries as of the Contributed Comcast Businesses at December 31, 2008 (the “NBCU Comcast Reference Balance Sheet”) and December 31at Xxxxxxxx 00, 20070000, (iixx) the related audited consolidated unaudited combined statements of earnings, shareholders’ equity and cash flows operations for the years ended December 31, 2008 and December 31, 2007 2007, and (iii) the unaudited consolidated combined balance sheet of NBCU and its consolidated Subsidiaries the Contributed Comcast Businesses as of June 30, 2009 and the related consolidated combined statements of earnings, shareholders’ equity and cash flows operations of NBCU and its consolidated Subsidiaries the Contributed Comcast Businesses for the six month period then ended (the balance sheets and statements referred to in clauses (i), (ii) and (iii) being herein collectively referred to as the “NBCU Comcast Financial Statements”). The NBCU Comcast Financial Statements have been prepared in all material respects in accordance with U.S. GAAP (except with respect to the unaudited balance sheet and statementsand, for the absence of notes and normal recurring year-end adjustments thattaken as a whole, individually or in the aggregate, would not be material) and present fairly, in all material respects, the financial position and the results of operations and cash flows of NBCU and its consolidated Subsidiaries the Contributed Comcast Businesses at their the respective dates and for the periods covered by such statementsstatements in accordance with U.S. GAAP, except for (i) the classification treatment of certain intercompany balances, (ii) the lack of an allocation of certain Comcast corporate costs and certain integrated Comcast corporate related accounts and balances, (iii) the lack of a statement of cash flows and a statement of shareholders equity, and (iv) an incomplete set of financial statement footnotes. (b) The NBCU Entities Comcast Transferors and the Contributed Comcast Subsidiaries have maintained systems of internal accounting controls with respect to the NBCU Contributed Comcast Businesses sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for NBCUthe Contributed Comcast Businesses. NBCU Comcast has implemented disclosure controls and procedures designed to ensure that material information relating to the NBCU Contributed Comcast Businesses is made known to the management of NBCU the Contributed Comcast Businesses by others within the NBCU Contributed Comcast Businesses. (c) The information in any databases maintained by any NBCU Comcast Transferor or NBCU Entity Contributed Comcast Subsidiary to track licensing of Library Pictures for television and home video worldwide relating to the Library of the NBCU Comcast Transferors and the NBCU Entities Contributed Comcast Subsidiaries has been maintained by the NBCU Comcast Transferors and the NBCU Entities Contributed Comcast Subsidiaries in the ordinary course of business, is derived from the books and records and the Exploitation Agreements of the NBCU Comcast Transferors and the NBCU EntitiesContributed Comcast Subsidiaries, and is relied on by the NBCU Comcast Transferors and the NBCU Entities Contributed Comcast Subsidiaries in conducting the NBCU Contributed Comcast Businesses. (d) Except (i) as set forth in the NBCU Comcast Financial Statements, (ii) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the NBCU Comcast Reference Balance Sheet, (iii) Excluded NBCU Comcast Liabilities, (iv) Liabilities for Taxes, which are exclusively governed by the Tax Matters Agreement, Agreement and (v) Liabilities that would not reasonably be expected to have, individually or in the aggregate, a NBCU Comcast Material Adverse Effect, there are no Liabilities of the NBCU Comcast Transferors, the NBCU Entities Contributed Comcast Subsidiaries or otherwise relating to the NBCU Contributed Comcast Businesses required under U.S. GAAP to be reflected in the NBCU Comcast Financial Statements.