Comcast 2010 Annual Report Download - page 258

Subsidiaries who are not Covered Persons and agents of the Company or its Subsidiaries.
(c) Except in the case of bad faith or willful misconduct, each Person (and the heirs, executors or administrators of such Person) who was
or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that such Person is or was a Covered Person, in each case acting in their
capacities as such, and such action, suit or proceeding relates to an act or omission of such Covered Person acting in its capacity as such, shall be
indemnified and held harmless by the Company to the fullest extent permitted by the Laws of the State of Delaware (including indemnification
for acts or omissions constituting negligence, gross negligence or breach of duty); provided that the foregoing indemnification shall not be
available to a Member in the case of an action, suit or proceeding brought by a Member or any other party to this Agreement against such
Member. The right to indemnification conferred in this Section 6.01(c) shall also include the right to be paid by the Company the expenses
incurred in connection with any such action, suit or proceeding in advance of its final disposition to the fullest extent authorized by the Laws of
the State of Delaware; provided that the payment of such expenses in advance of the final disposition of an action, suit or proceeding shall be
made only upon delivery to the Company of an undertaking by or on behalf of the applicable Covered Person to repay all amounts so paid in
advance if it shall ultimately be determined that such Covered Person is not entitled to be indemnified under this Section 6.01(c) or otherwise.
The rights to indemnification and advancement conferred in this Section 6.01(c) constitute contract rights. Notwithstanding the foregoing
provisions of this Section 6.01, the Company shall indemnify a Covered Person in connection with a proceeding (or part thereof) initiated by
such Covered Person only if such proceeding (or part thereof) was authorized by the Board; provided , however , that a Covered Person shall be
entitled to reimbursement of his or her reasonable counsel fees with respect to a proceeding (or part thereof) initiated by such Covered Person to
enforce his or her right to indemnity or advancement of expenses under the provisions of this Section 6.01 to the extent that the Covered Person
is successful on the merits in such proceeding (or part thereof). The Company shall also have the power to indemnify and hold harmless to the
same extent set forth in this Section 6.01(c) employees of the Company or its Subsidiaries who are not Covered Persons and agents of the
Company or its Subsidiaries.
(d) The Company may, by action of the Board, provide indemnification to such officers, employees and agents of the Company or other
Persons who are or were serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise to such extent and to such effect as the Board shall determine to be appropriate.
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