Common use of Like-Kind Exchange Covenants Clause in Contracts

Like-Kind Exchange Covenants. (a) The parties intend that, and, subject to Section 2.5(b), agree to use commercially reasonable efforts to structure each Exchange in such a way that to the maximum extent possible, such Exchange will be an exchange of property that is (i) of equivalent value and (ii) of like-kind within the meaning of Section 1031 of the Code. The parties will cooperate in good faith to minimize any adverse Tax effect resulting from a Newco Transaction or Exchange, including, but not limited to (x) cooperating to match property transferred in each Exchange into “Exchange Groups” (as defined under Treasury Regulation Section 1.1031(j) -1(b)(2)) and (y) using commercially reasonable efforts to restructure one or more Newco Transactions or Exchanges so as to minimize the expected payments pursuant to Section 2.1(e)(ii) or any other expected adverse Tax consequences of any such Newco Transaction or Exchange (including but not limited to cooperating with respect to (A) the assignment of the parties’ rights under this Agreement to a “qualified intermediary” engaged by one or more of the parties to effect a deferred exchange and (B) transfer taxes as set forth in Section 2.5(c)) . (b) Time Warner Cable and Comcast shall each use commercially reasonable efforts to reach agreement as to the value of the Comcast Transferred Assets and the TWC Transferred Assets in each Exchange (including agreement as to the value to any Exchange Groups transferred in an Exchange and the value of the assets comprising any such Exchange Group), with an understanding that, to the greatest extent possible, the fair market value of the Comcast Transferred Assets and the TWC Transferred Assets in each Exchange, are equivalent. Each of Time Warner Cable and Comcast shall file, and shall cause all members of its Affiliated Group to file, all Tax Returns and schedules thereto, including those Tax Returns and forms required under Sections 1031 and 1060 (if applicable) of the Code, consistent with any such agreed-upon allocations, unless otherwise required by a change in tax law or a good faith resolution of a contest. In the event the parties do not reach agreement on such allocations, each of Time Warner Cable and Comcast and their respective Affiliated Groups shall reflect the Transferred Assets acquired by the Transferee members of such Affiliated Group in accordance with such party’s own determination of such allocations. (c) The parties shall consult and reasonably cooperate with each other so as to minimize any state and local transfer taxes arising as a result of the Newco Transactions and the Exchange, including by identifying appropriate immaterial Subsidiaries of one or more Transferors that would qualify as a Disregarded Entity (but for clause (ii) of such definition) to serve as one or more of the Newcos and negotiating in good faith appropriate indemnification arrangements to put the Transferee in substantially the same position as if clause (ii) of such definition were satisfied with respect to such Subsidiary.

Like-Kind Exchange Covenants. (a) The parties intend that, and, subject to Section 2.5(b), agree to use commercially reasonable efforts to structure each Exchange in such a way that to the maximum extent possible, such Exchange will be an exchange of property that is (i) of equivalent value and (ii) of like-kind within the meaning of Section 1031 of the Code. The parties will cooperate in good faith to minimize any adverse Tax effect resulting from a Newco Transaction or Exchange, including, but not limited to (x) cooperating to match property transferred in each Exchange into “"Exchange Groups” " (as defined under Treasury Regulation Section 1.1031(j) -1(b)(21.1031(j)-1(b)(2)) and (y) using commercially reasonable efforts to restructure one or more Newco Transactions or Exchanges so as to minimize the expected payments pursuant to Section 2.1(e)(ii) or any other expected adverse Tax consequences of any such Newco Transaction or Exchange (including but not limited to cooperating with respect to (A) the assignment of the parties’ ' rights under this Agreement to a “"qualified intermediary” " engaged by one or more of the parties to effect a deferred exchange and (B) transfer taxes as set forth in Section 2.5(c)) ). (b) Time Warner Cable and Comcast shall each use commercially reasonable efforts to reach agreement as to the value of the Comcast Transferred Assets and the TWC Transferred Assets in each Exchange (including agreement as to the value to any Exchange Groups transferred in an Exchange and the value of the assets comprising any such Exchange Group), with an understanding that, to the greatest extent possible, the fair market value of the Comcast Transferred Assets and the TWC Transferred Assets in each Exchange, are equivalent. Each of Time Warner Cable and Comcast shall file, and shall cause all members of its Affiliated Group to file, all Tax Returns and schedules thereto, including those Tax Returns and forms required under Sections 1031 and 1060 (if applicable) of the Code, consistent with any such agreed-upon allocations, unless otherwise required by a change in tax law or a good faith resolution of a contest. In the event the parties do not reach agreement on such allocations, each of Time Warner Cable and Comcast and their respective Affiliated Groups shall reflect the Transferred Assets acquired by the Transferee members of such Affiliated Group in accordance with such party’s 's own determination of such allocations. (c) The parties shall consult and reasonably cooperate with each other so as to minimize any state and local transfer taxes arising as a result of the Newco Transactions and the Exchange, including by identifying appropriate immaterial Subsidiaries of one or more Transferors that would qualify as a Disregarded Entity (but for clause (ii) of such definition) to serve as one or more of the Newcos and negotiating in good faith appropriate indemnification arrangements to put the Transferee in substantially the same position as if clause (ii) of such definition were satisfied with respect to such Subsidiary.

Like-Kind Exchange Covenants. (a) The parties intend that, and, subject to Section 2.5(b), agree to use commercially reasonable efforts to structure each Exchange in such a way that to the maximum extent possible, such Exchange will be an exchange of property that is (i) of equivalent value and (ii) of like-kind within the meaning of Section 1031 of the Code. The parties will cooperate in good faith to minimize any adverse Tax effect resulting from a Newco Transaction or Exchange, including, but not limited to (x) cooperating to match property transferred in each Exchange into “"Exchange Groups” " (as defined under Treasury Regulation Section 1.1031(j) -1(b)(21.1031(j)-1(b)(2)) and (y) using commercially reasonable efforts to restructure one or more Newco Transactions or Exchanges so as to minimize the expected payments pursuant to Section 2.1(e)(ii) or any other expected adverse Tax consequences of any such Newco Transaction or Exchange (including but not limited to cooperating with respect to (A) the assignment of the parties’ ' rights under this Agreement to a “"qualified intermediary” " engaged by one or more of the parties to effect a deferred exchange and (B) transfer taxes as set forth in Section 2.5(c)) ). (b) Time Warner Cable and Comcast shall each use commercially reasonable efforts to reach agreement as to the value of the Comcast Transferred Assets and the TWC Transferred Assets in each Exchange (including agreement as to the value to any Exchange Groups transferred in an Exchange and the value of the assets comprising any such Exchange Group), with an understanding that, to the greatest extent possible, the fair market value of the Comcast Transferred Assets and the TWC Transferred Assets in each Exchange, are equivalent. Each of Time Warner Cable and Comcast shall file, and shall cause all members of its Affiliated Group to file, all Tax Returns and schedules thereto, including those Tax Returns and forms required under Sections 1031 and 1060 (if applicable) of the Code, consistent with any such agreed-agreed- upon allocations, unless otherwise required by a change in tax law or a good faith resolution of a contest. In the event the parties do not reach agreement on such allocations, each of Time Warner Cable and Comcast and their respective Affiliated Groups shall reflect the Transferred Assets acquired by the Transferee members of such Affiliated Group in accordance with such party’s 's own determination of such allocations. (c) The parties shall consult and reasonably cooperate with each other so as to minimize any state and local transfer taxes arising as a result of the Newco Transactions and the Exchange, including by identifying appropriate immaterial Subsidiaries of one or more Transferors that would qualify as a Disregarded Entity (but for clause (ii) of such definition) to serve as one or more of the Newcos and negotiating in good faith appropriate indemnification arrangements to put the Transferee in substantially the same position as if clause (ii) of such definition were satisfied with respect to such Subsidiary.

Like-Kind Exchange Covenants. (a) The parties intend that, and, subject to Section 2.5(b), agree to use commercially reasonable efforts to structure each Exchange in such a way that to the maximum extent possible, such Exchange will be an exchange of property that is (i) of equivalent value and (ii) of like-kind within the meaning of Section 1031 of the Code; provided, that, if immediately prior to the Exchanges described in Sections 2.1(e)(i)(A) and (B) hereof, TWC Native Newco is, for U.S. federal income tax purposes, disregarded as an entity separate and apart from TW NY, the parties shall, subject to Section 2.5(b), use commercially reasonable efforts to structure the Exchanges described in Sections 2.1(e)(i)(A) and (B) in such a way that to the maximum extent possible, such Exchanges will together be an exchange of property that is (A) of equivalent value, (B) of like-kind within the meaning of Section 1031 of the Code, and (C) otherwise treated as a single Exchange for all purposes of this Agreement. The parties will cooperate in good faith to minimize any adverse Tax effect resulting from a Newco Transaction or Exchange, including, but not limited to (x) cooperating to match property transferred in each Exchange into “Exchange Groups” (as defined under Treasury Regulation Section 1.1031(j) -1(b)(21.1031(j)-1(b)(2)) and (y) using commercially reasonable efforts to restructure one or more Newco Transactions or Exchanges so as to minimize the expected payments pursuant to Section 2.1(e)(ii) or any other expected adverse Tax consequences of any such Newco Transaction or Exchange (including but not limited to cooperating with respect to (A) the assignment of the parties’ rights under this Agreement to a “qualified intermediary” engaged by one or more of the parties to effect a deferred exchange and (B) [transfer taxes taxes]Transfer Taxes as set forth in Section 2.5(c)) ). (b) Time Warner Cable and Comcast shall each use commercially reasonable efforts to reach agreement as to the value of the Comcast Transferred Assets and the TWC Transferred Assets in each Exchange (including agreement as to the value to any Exchange Groups transferred in an Exchange and the value of the assets comprising any such Exchange Group), with an understanding that, to the greatest extent possible, the fair market value of the Comcast Transferred Assets and the TWC Transferred Assets in each Exchange, are equivalent. Each of Time Warner Cable and Comcast shall file, and shall cause all members of its Affiliated Group to file, all Tax Returns and schedules thereto, including those Tax Returns and forms required under Sections 1031 and 1060 (if applicable) of the Code, consistent with any such agreed-upon allocations, unless otherwise required by a change in tax law or a good faith resolution of a contest. In the event the parties do not reach agreement on such allocations, each of Time Warner Cable and Comcast and their respective Affiliated Groups shall reflect the Transferred Assets acquired by the Transferee members of such Affiliated Group in accordance with such party’s own determination of such allocations. (c) The parties shall consult and reasonably cooperate with each other so as to minimize any state and local [transfer taxes taxes]Transfer Taxes arising as a result of the Newco Transactions and the Exchange, including by identifying appropriate immaterial Subsidiaries of one or more Transferors that would qualify as a Disregarded Entity [(but for clause (ii) of such definition) ]to serve as one or more of the Newcos and negotiating in good faith appropriate indemnification arrangements arrangements[ to put the Transferee in substantially the same position as if clause (ii) of such definition were satisfied with respect to such Subsidiary.]. In connection with the matters addressed in Section 2.1(d) and in this Section 2.5, Comcast and its Affiliates may, in lieu of, an assignment to a Comcast Native Newco of the applicable Comcast Native Assets (other than the Equity Securities referred to in Section 2.1(f)(ix)), and the assumption by such Comcast Native Newco of the applicable Comcast Native Assumed Liabilities, effect one or more transactions intended to result in the tax efficient transfer of Comcast Native Assets and assumption of Comcast Native Liabilities by Comcast Native Newcos (any such transaction, a “Restructuring Transaction”), in each case in a manner consistent with the intention of the parties as set forth in this Section 2.5 and subject to the prior written consent of TW NY, such consent not to be unreasonably withheld or delayed (it being acknowledged and agreed that TW NY’s refusal to grant its consent shall not be unreasonable if such Restructuring Transaction (A) is inconsistent with the intended tax treatment as set forth in this Section 2.5, (B) could reasonably be expected to result in any Incremental Liability of the applicable Comcast Native Newco that is not subject to indemnification arrangements that are satisfactory to TW NY, (C) would result, directly or indirectly, in the Comcast Native Assets consisting of Equity Securities other than the Equity Securities specifically identified in Section 2.1(f)(ix)) or (D) could reasonably be expected to result in a delay of the consummation of the transactions contemplated by this Agreement).