Comcast 2010 Annual Report Download - page 270

(ii) subject to Section 4.10(a), the Board shall have sole discretion in determining whether to distribute any cash or other property of the
Company, when available, and in determining the timing, kind and amount of any and all distributions.
(iii) The Company is authorized to withhold from payments and distributions, or with respect to allocations to the Members, any
amounts required to be withheld under Law. All amounts withheld with respect to a Member shall be treated as if such amounts were
distributed to such Member under this Agreement. Provided the Company determined the amount of any required withholding reasonably
and in good faith, neither the Company nor the Tax Matters Member shall be liable for any over-withholding in respect of any Member’s
Units, and, in the event of any such over-withholding, a Member’s sole recourse shall be to apply for a refund from the appropriate
Governmental Authority. The Company shall cooperate with a Member in the preparation and filing of such refund claims.
(b) Distributions in Kind . No Member has any right to demand or receive property other than cash. Assets of the Company distributed in
kind shall be valued based on the Gross Asset Value thereof.
(c) Limitations on Distributions . Notwithstanding anything in this Agreement to the contrary:
(i) no distribution shall be made in violation of the Act or other applicable Law; and
(ii) all amounts distributed to Members in respect of their Units shall be distributed to them pro rata in accordance with their
respective Membership Percentages.
(d) Exculpation . The Members hereby consent and agree that, except as expressly provided herein or required by applicable Law, no
Member shall have an obligation to return cash or other property paid or distributed to such Member under Section 18-502(b) of the Act or
otherwise.
ARTICLE 9
T
RANSFERS , R EDEMPTION /P URCHASE R IGHTS AND A DDITIONAL M EMBERS
Section 9.01. Restrictions on Transfers . (a) Prior to the three and one-half year anniversary of the Closing Date, neither GE nor any GE
Member may Transfer (or permit the Transfer of) any Units or HoldCo Shares; provided that GE and its Subsidiaries (other than HoldCo and its
Subsidiaries) may Transfer HoldCo Shares owned by GE or such Subsidiary to GE or to any direct or indirect wholly-owned Subsidiary of GE
other than HoldCo and its Subsidiaries ( provided
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