Comcast 2010 Annual Report Download - page 283

(b) “ Fully Distributed Public Market Value ” shall be determined by the following process:
(i) No later than the 30th day after the Notice Date, Comcast and GE each will engage one Appraiser (the “ Initial Appraisers ”) for
purposes of estimating Fully Distributed Public Market Value. Comcast shall also deliver to GE a list of two potential Appraisers each of
whom shall be independent of, and not Affiliated with, Comcast, GE, their Affiliates or the first two Appraisers and who shall not have
been engaged by GE or Comcast or any of their respective Affiliates (including the Company and its Subsidiaries) in connection with a
material transaction other than a capital market or commercial lending transaction during the six calendar months preceding the date of
such delivery. GE shall select a third Appraiser from the list of two for the purpose of estimating Fully Distributed Public Market Value.
All fees and disbursements of each such Appraiser shall be the responsibility of the party that engaged such Appraiser; provided that
Comcast shall be responsible for the fees and disbursements of the third Appraiser. Each such Appraiser shall determine Fully Distributed
Public Market Value in good faith in accordance with Section 9.05(a) and deliver its estimate of Fully Distributed Public Market Value not
later than the first Business Day that is at least 90 days after the Notice Date. If the higher of the two estimates of Fully Distributed Public
Market Value submitted by the Initial Appraisers is not more than 115% of the lower estimate, then the Fully Distributed Public Market
Value will be deemed to be the average of the Fully Distributed Public Market Value estimates of the two Appraisers.
(ii) If the higher of the Initial Appraisers’ estimates of Fully Distributed Public Market Value is more than 115% of the lower
estimate, then the Fully Distributed Public Market Value shall be the average of the Fully Distributed Public Market Value estimated by
the two closest estimates among the three Appraisers.
(iii) Promptly following the engagement of each Appraiser pursuant to this Section 9.05(b), the Company shall (w) provide such
Appraiser with written instructions regarding the preparation of the Appraisals, including a copy of the pertinent sections of this
Agreement; (x) provide the Company’
s most recent consolidated financial statements; (y) provide financial forecasts for the Company on a
consolidated basis for the then-current year and the following year; and (z) make available to each Appraiser a management presentation
with respect to the matters set forth in clauses (x) and (y). Each Appraiser shall receive identical information pursuant to this Section 9.05
(b)(iii).
(c) “ Public Market Valuation Methodology ” will consist of an analysis of the trading multiples of a group of publicly-traded
comparable
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