Comcast 2010 Annual Report Download - page 257

Section 5.10. Controlled Company
. The Members agree and acknowledge that, following an IPO, by virtue of this Agreement, they will be
acting as a “group” for the purpose of the Company qualifying for the exemptions relating to controlled companies under the listing standards of
any national securities exchange (including NASDAQ) on which the Company is listed. If Comcast, together with its Affiliates, owns less than
50.1% of the outstanding common equity of the Company, but Comcast, GE and their respective Affiliates own more than 50% of the
outstanding common equity of the Company on an aggregate basis, Comcast, GE and the Members will take whatever action may be reasonably
necessary to ensure that the Company is eligible for such exemptions; provided that such actions shall not require GE or any of its Affiliates to
incur any costs or expenses (other than costs or expenses in connection with any filings required under applicable Law or similar action) or to
acquire additional equity of the Company; and provided , further , that in the event that GE’s Percentage Interest is less than 10% (calculated in
accordance with Section 4.10(d)), this Section 5.10 shall not be applicable to GE or its Affiliates or HoldCo.
ARTICLE 6
D
UTIES , E XCULPATION AND I NDEMNIFICATION
Section 6.01. Duties, Exculpation and Indemnification . (a) Notwithstanding any duty otherwise existing at Law or in equity, to the fullest
extent permitted by Law and except as expressly contemplated by this Agreement, no Member or Affiliate of any Member shall have any duty
(including any fiduciary duty) otherwise applicable at Law or in equity to the Company or to any other Person with respect to or in connection
with the Company or the Company’s business or affairs. Except to the extent that a particular provision in this Agreement (including, without
limitation, (i) the third and fourth sentences of Section 5.04(f), (ii) Section 6.02 and (iii) Section 9.08) establishes a different standard, process,
right or duty, the Directors and each Company officer shall owe such fiduciary duties to the Company and the Members as shall exist from time
to time under the Laws of the State of Delaware with respect to directors or officers, as applicable, of Delaware corporations.
(b) To the fullest extent permitted by Law, no Person made or threatened to be made a party to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that such Person is or was a member, shareholder, partner, director, manager
or executive officer of the Company or any of its Subsidiaries (collectively, “ Covered Persons ”) shall be liable to the Company or its
Subsidiaries or to any other Person that is a party hereto or is otherwise bound hereby for any act or failure to act with respect to or in connection
with the Company and its Subsidiaries or the business or affairs of the Company and its Subsidiaries, except in the case of bad faith or willful
misconduct. The Company shall also have the power to exculpate to the same extent set forth in this Section 6.01(b) employees of the Company
or its
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